Common use of RISK AND TITLE Clause in Contracts

RISK AND TITLE. (a) Risk of damage to or loss of the Goods shall pass to the Customer at the time when: i) in the case of Goods to be delivered otherwise than at the Company’s premises, at the time of delivery or, if the Customer fails to take delivery of the Goods in accordance with the terms of the Contract, the time when the Company tenders delivery of the Goods; or ii) the Company notifies the Customer that the Goods are available for collection. (b) Notwithstanding risk in the Goods passing in accordance with Term (7)(a) above, legal and equitable title in the Goods shall not pass to the Customer until payment in full in cleared funds is received by the Company for the Goods and no other amounts are outstanding from the Customer to the Company. (c) Until title to the Goods has passed to the Customer, the Customer shall: i) hold the Goods on a fiduciary basis as the Company’s bailee; ii) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Company’s property; iii) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; iv) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; v) notify the Company immediately if it becomes subject to insolvency proceedings, ceases or threatens to cease to carry on its business or is the subject of any enforcement action by a creditor (including the presentation of a petition for bankruptcy); and vi) give the Company such information relating to the Goods as the Company may require from time to time, however, the Customer may use the Goods in the ordinary course of its business. (d) The Company is irrevocably authorised at any time to enter the Customer’s premises or any alternative location where the Goods are stored for the purpose of repossessing, removing and if necessary dismantling such Goods for the purposes of removal. (e) The Company’s rights set out in this Term (7) shall survive any termination of the Contract.

RISK AND TITLE. (a) 6.1 Risk of damage to or loss of in the Goods shall pass to the Customer at the time when: i) in the case of Goods to be delivered otherwise than at the Company’s premises, at the time of on delivery or, if the Customer wrongfully fails to take delivery of the Goods in accordance with the terms of the ContractGoods, at the time when the Company tenders Mollis Group has tendered delivery of the Goods; or ii) the Company notifies the Customer that the Goods are available for collection. (b) 6.2 Notwithstanding delivery and the passing of risk in the Goods passing Goods, or any other provision of this Agreement, the title and property in accordance with Term (7)(a) abovethe Goods, including full legal and equitable title in the Goods beneficial ownership, shall not pass to the Customer until the seller has received in cash or cleared funds payment in full in cleared funds is received by for all goods delivered to the Company Customer under this and all other contracts between Mollis Group and the Customer for which payment of the full price of the Goods thereunder has not been paid. Payment of the full price of the Goods shall include the amount of any interest or other sum payable under the terms of this and no all other amounts are outstanding from contracts between Mollis Group and the Customer to under which the Companygoods were delivered. (c) 6.3 Until such time as the title to and property in the Goods has passed passes to the Customer, the Customer shall: i) shall hold the Goods on a as Mollis Group’s fiduciary basis as the Company’s agent and bailee; ii) store , and shall keep the Goods separately separate from all other goods held by those of the Customer so that they remain readily identifiable and third parties and properly stored, protected and insured and identified as the CompanyMollis Group’s property; iii) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; iv) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; v) notify the Company immediately if it becomes subject to insolvency proceedings, ceases or threatens to cease to carry on its business or is the subject of any enforcement action by a creditor (including the presentation of a petition for bankruptcy); and vi) give the Company such information relating to the Goods as the Company may require from time to time, however, but the Customer may resell or use the Goods in the ordinary course of its business. 6.4 Until such time as the title and property in the Goods passes to the Customer (d) The Company is irrevocably authorised and provided the Goods are still in existence and have not been resold), Mollis Group may at any time require the Customer to deliver up the Goods to Mollis Group and, if the Customer fails to do so forthwith, enter on any premises of the Customer’s premises Customer or any alternative location third party where the Goods are stored and repossess the Goods. The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the purpose Goods which remain the property of repossessingMollis Group, removing but if the Customer does so all moneys owing by the Customer to Mollis Group shall (without limiting any other right or remedy of Mollis Group) forthwith become due and if necessary dismantling such Goods for the purposes of removalpayable. (e) 6.5 The Company’s rights and remedies set out in this Term (7) shall survive Clause are without prejudice to any termination of the Contractother right or remedy that may be available to Mollis Group.

RISK AND TITLE. (a) 3.1 Risk of damage to or loss of in the Goods shall pass to the Customer at when the time when: i) in Goods are delivered to the case of Goods to be delivered otherwise than at the Company’s premises, at the time of delivery or, if Customer. If the Customer fails refuses to take delivery of the Goods in accordance with the terms of the Contract, the time when the Company tenders accept delivery of the Goods; or ii) , then the Company notifies Goods shall be stored at the risk and expense of the Customer that until actual delivery to the Goods are available for collectionCustomer. Delivery to a carrier or to any person on the Customer’s behalf shall constitute delivery to the Customer. (b) Notwithstanding risk in the Goods passing in accordance with Term (7)(a) above, legal and equitable title in i. Title to the Goods shall not pass to until the Customer until Company has received full payment in full in cleared funds is received by the Company for the Goods and no all other amounts are outstanding sums due to the Company from the Customer in respect of all other Orders which have been delivered to the CompanyCustomer. (c) 3.2 Until title to in the Goods has passed to the Customer, the Customer (at no cost to the Company) shall: i) i. keep the Goods separate from all other Goods in its possession and clearly identify the Goods as being the property of the Company; ii. keep the Goods safe in the condition in which they were delivered and insured to their full replacement value; iii. hold the proceeds of the insurance referred to in condition ii on trust for the Company and not mix them with any other money, nor pay the proceeds into an overdrawn bank account; iv. afford the Company reasonable facilities to inspect the Goods and will forthwith notify the Company of any proceedings for distress in respect of the Goods on a fiduciary basis any premises wherein the Goods may be situated, and if any distress or other execution is attempted over the Goods will obtain the release of the Goods therefrom. 3.3 If the Customer shall sell any of the Goods or any other products into which the Goods shall have been incorporated before the same shall have been paid for in full then, the Customer shall hold the proceeds of sale thereof or such proportion thereof as represents the Company’s bailee; ii) store unpaid price for such Goods as trustee upon trust for the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Company but without prejudice to the Company’s property; iii) not remove, deface or obscure any identifying mark or packaging on or relating rights to trace the Goods; iv) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; v) notify the Company immediately same if it becomes subject to insolvency proceedings, ceases or threatens to cease to carry on its business or is the subject of any enforcement action by a creditor (including the presentation of a petition for bankruptcy); and vi) give the Company such information relating to the Goods as the Company may require from time to time, however, the Customer may use fails to keep the Goods in the ordinary course of its businesssame separate. (d) The Company is irrevocably authorised at any time to enter the Customer’s premises or any alternative location where the Goods are stored for the purpose of repossessing, removing and if necessary dismantling such Goods for the purposes of removal. (e) The Company’s rights set out in this Term (7) shall survive any termination of the Contract.

RISK AND TITLE. (a) Risk of damage to or loss of the Goods shall pass passes to the Customer at the time when: i) in the case of Goods to be delivered otherwise than at the Company’s premises, at the time of delivery or, if the Customer fails to take buyer on delivery of the Goods goods. Whilst risk in accordance goods supplied to the buyer under the contract shall pass on delivery, legal & beneficial ownership of the goods shall remain with the terms of company until such time as the Contract, the time when the Company tenders delivery of the Goods; or ii) the Company notifies the Customer that the Goods are available for collection. (b) Notwithstanding risk in the Goods passing in accordance with Term (7)(a) above, legal and equitable title in the Goods shall not pass to the Customer until company has received payment in full for all goods supplied to the buyer or until such time as the goods are sold to the buyer’s customers by way of boa fide sale at full market (whichever shall be the earlier) and until such time the buyer shall keep such goods separate from its property and clearly identified as the property of the company. Notwithstanding terms of payment specified herein or elsewhere payment for all goods supplied to the buyer shall become due immediately upon the commencement of any act or proceeding in cleared funds which the buyer’s solvency is received by involved (whether voluntary or upon application to any court) or upon the Company appointment of a receiver over the whole or any part of the buyer’s assets or undertaking and upon such occurrence the power of sale granted to the buyer above shall automatically determine. If payment for any goods is overdue whether in whole or in part and any goods have been delivered to the buyer the company without prejudice to any of its other rights enter upon the buyer’s premises to recover the goods or such of them as the company in its absolute discretion may designate as necessary to recover the amount of payment overdue and the company’s reasonable costs incurred in giving effect to its rights hereunder and for these purposes the buyer hereby irrevocably authorises the company to enter and take all necessary and reasonable steps upon the premises of the buyer. Until the company is paid in full for all goods supplied the buyer is and shall remain a fiduciary for the Goods company in respect of the goods and no other amounts are outstanding from if the Customer buyer sells or allows to be sold the goods the proceeds of sale shall be held in a separate clearly identifiable and the beneficial interest shall attach to the Company. (c) Until title proceeds of sale and the company shall have the right to the Goods has passed to the Customer, the Customer shall: i) hold the Goods on a fiduciary basis as the Company’s bailee; ii) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Company’s property; iii) not remove, deface or obscure trace such proceeds of sale. If any identifying mark or packaging on or relating to the Goods; iv) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; v) notify the Company immediately if it becomes subject to insolvency proceedings, ceases or threatens to cease to carry on its business or is the subject of any enforcement action by a creditor (including the presentation of a petition for bankruptcy); and vi) give the Company such information relating to the Goods as the Company may require from time to time, however, the Customer may use the Goods in the ordinary course of its business. (d) The Company is irrevocably authorised at any time to enter the Customer’s premises or any alternative location where the Goods are stored for the purpose of repossessing, removing and if necessary dismantling such Goods for the purposes of removal. (e) The Company’s rights set out in this Term (7) shall survive any termination of the Contractgoods are incorporated or used in other products before full payment for all goods supplied under the contract has been made title in such products shall be and remain with the company until full payment has been made or such products have been sold and all of the above provisions of this clause shall extend to such products.

RISK AND TITLE. (a) Risk 8.1 The risk of loss or damage to or loss of the Goods goods shall pass to the Customer at the time when: i) in the case of Goods to be delivered otherwise than at the Company’s premises, at the time of upon delivery or, if the Customer fails to take delivery of the Goods in accordance with the terms of the Contractclause 5.1 hereof, the time when the Company tenders delivery of the Goods; or ii) the Company notifies the Customer that the Goods are available and subject to clause 2.4, Harmony Aerospace shall have no responsibility or liability for collectiongoods damaged or lost in transit. (b) 8.2 Notwithstanding that risk in the Goods passing in accordance with Term (7)(a) above, legal and equitable title in the Goods goods shall not pass to the Customer in accordance with clause 8.1, ownership of the goods shall remain vested in Harmony Aerospace until payment in full in cleared funds is has been received by the Company Harmony Aerospace: (i) for the Goods and no those goods; (ii) for any other amounts are outstanding goods supplied by Harmony Aerospace; (iii) of any other monies due from the Customer to the CompanyHarmony Aerospace on any account. (c) 8.3 Until title to the Goods has passed goods passes to the CustomerCustomer under clause 8.2, the Customer shall:shall (unless otherwise authorized by Harmony Aerospace): (i) hold keep the Goods on a fiduciary basis as the Company’s bailee; ii) store the Goods goods separately from all other goods held by the Customer so that they remain and readily identifiable as the Company’s property of Harmony Aerospace; (ii) not attach the goods to real property; (iii) not removeincorporate the goods in or mix the goods with other material unless the goods remain at all times readily identifiable, deface or obscure any identifying mark or packaging on or relating serviceable and without damage. 8.4 Any resale by the Customer of the goods in which ownership has not passed to the GoodsCustomer shall (as between Harmony Aerospace and the Customer only) be made by the Customer as agent for Harmony Aerospace, and the proceeds of any such sale shall be held in trust for the benefit of Harmony Aerospace and placed in a separate account until accounted to Harmony Aerospace. 8.5 Goods shall be deemed sold or used, in the order delivered to the Customer. 8.6 At any time before title to the goods passes to the Customer (whether or not any payment to Harmony Aerospace is then overdue or the Customer is otherwise in breach of any obligation to Harmony Aerospace), Harmony Aerospace may (without prejudice to any other of its rights): (i) retake possession of all or any part of the goods and enter any premises for that purpose (or authorize others to do so), which the Customer hereby authorizes; iv(ii) maintain require delivery up to it of all or any part of the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; v) notify the Company immediately if it becomes subject to insolvency proceedings, ceases or threatens to cease to carry on its business or is the subject of any enforcement action by a creditor (including the presentation of a petition for bankruptcy); and vi) give the Company such information relating to the Goods as the Company may require from time to time, however, the Customer may use the Goods in the ordinary course of its businessgoods. (d) The Company is irrevocably authorised 8.7 Harmony Aerospace may at any time to enter appropriate sums received from the Customer as it thinks fit, notwithstanding any purported appropriation by the Customer’s premises or any alternative location where the Goods are stored for the purpose of repossessing, removing and if necessary dismantling such Goods for the purposes of removal. (e) The Company’s rights set out 8.8 Each clause and sub-clause of this clause is separate, severable and distinct and, accordingly, in this Term (7) the event of any of them being for any reason whatsoever unenforceable according to its terms, the others shall survive any termination of the Contractremain in full force and effect.

RISK AND TITLE. (a) Risk of damage 6.1. Unless otherwise agreed in writing, all risk in and to or loss of the Goods shall purchased will pass to the Customer at the time when: i) in the case of Goods to be delivered otherwise than at the Company’s premises, at the time of delivery or, if the Customer fails to take delivery of the Goods in accordance with the terms of the Contract, the time when the Company tenders delivery of the Goods; or ii) the Company notifies the Customer that the Goods are available loaded at the Seller's warehouse for collectiondelivery to the Customer. (b) Notwithstanding risk in the Goods passing in accordance with Term (7)(a) above, legal 6.2. Legal and equitable title in and to the Goods shall does not pass to the Customer until payment in full for all the Goods. 6.3. Until the Customer has paid all sums owing in cleared funds is received by to the Company for Seller: (a) the Customer must store the Goods separately and no other amounts are outstanding from in a manner such that they can be clearly identifiable as the Seller's property; (b) the Customer to must ensure that the Company.Goods are properly stored, protected and insured; (c) Until the Customer must not sell the Goods except with the Supplier's prior written consent; (d) the Customer will hold and agrees to hold the proceeds of any sale, lease or other dealings of the Goods in trust for the Seller in a separate bank account with a bank over which the Customer has not given any security; (e) in addition to any rights the Seller may have under Chapter 4 of the PPSA, until title in and to the Goods has passed passes to the Customer, the Customer shall: i) hold the Goods on a fiduciary basis as the Company’s bailee; ii) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Company’s property; iii) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; iv) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; v) notify the Company immediately if it becomes subject to insolvency proceedings, ceases or threatens to cease to carry on its business or Seller is the subject of any enforcement action by a creditor (including the presentation of a petition for bankruptcy); and vi) give the Company such information relating to the Goods as the Company may require from time to time, however, the Customer may use the Goods in the ordinary course of its business. (d) The Company is irrevocably authorised entitled at any time to enter demand return of the Goods and is entitled without notice and liability to the Customer’s , to enter or cause an agent of the Seller to enter any premises occupied by the Customer or any alternative location premises holding the Goods in order to recover possession of the Goods and for this purpose, the Customer agrees that the Seller and its agent has an irrevocable licence to enter such premises and indemnifies the Seller from and against all loss suffered or incurred by the Customer as a result of Customer exercising its rights under this clause. To the extent permitted by law, if there is any inconsistency between the Seller's rights under this clause and the Seller's rights under Chapter 4 of the PPSA, this clause will prevail; (f) if required, the Customer will assign to the Seller any rights of the Customer to any outstanding money relating to the re-supply of the Goods. The Customer irrevocably appoints the Seller or its nominee as its attorney to sign all documents and do all things necessary to assign the debts to the Seller under this clause, where the Customer has failed to do so within 7 days of receiving written notice to do so, and ratifies any acts the attorney lawfully does or causes to be done with respect to any such assignment of debts; and (g) the Customer acknowledges and warrants that the Seller has a security interest in the Goods are stored for and any proceeds of the purpose of repossessing, removing and if necessary dismantling such Goods for until title passes to the purposes of removalCustomer in accordance with this clause. (e) 6.4. The Company’s rights set out Customer must not dispose or purport to dispose of, or create or purpose to create or permit to be created any Security Interest in this Term (7) shall survive any termination the Goods other than with the written consent of the ContractSeller.

RISK AND TITLE. 6.1 Risk of loss of or damage to each ordered and delivered quantity of the Products shall immediately pass to you on Delivery and the parties shall be responsible for effecting insurance accordingly. 6.2 Notwithstanding Clause 6.1 hereof: (a) Risk property and title in and to the Products shall remain with us until all monies due by you to us (including any interest and charges) for the relevant Products have been paid in full. Where you are in default in respect of damage any payment due under the Agreement (other than where a bona fide dispute has arisen), you shall be obliged to allow us full access to the Products in order to repossess them; (b) if you become apparently insolvent or loss compound with your creditors or have a liquidator, receiver or administrator appointed over all or any of its assets prior to property in any quantity of the Goods Products passing as aforesaid, your right to resell or otherwise deal in the Products shall pass automatically terminate and we shall be entitled to repossess any such Products; (c) for the purposes of Clauses 6.2 (a) and 6.2 (b) hereof, you will assist and allow us so to repossess the Products and admit or procure the admission of us or our employees or agents to the Customer at premises on which the Products are situated; and (d) until such time when: i) in as the case of Goods to be delivered otherwise than at the Company’s premises, at the time of delivery or, if the Customer fails to take delivery of the Goods Products are repossessed in accordance with the above Clauses 6.2 (a) and 6.2 (b), you shall at all times hold the Products in accordance with our reasonable instructions and good industry practice. 6.3 From the time of collection until such time as property in the Products passes to you in terms of Clause 6.2 (a), you shall hold the ContractProducts on behalf of us, acting as our agent. During this period and until payment for the time when Products has been received in full, you shall: (a) keep the Company tenders delivery Products separate from any other products of the Goods; or ii) the Company notifies the Customer that the Goods are available for collection.yours or any third party; (b) Notwithstanding risk in the Goods passing protect, store appropriately in accordance with Term (7)(a) abovegood industry practice, legal cultivate and equitable title in insure the Goods shall not pass to the Customer until payment in full in cleared funds is received by the Company for the Goods and no other amounts are outstanding from the Customer to the Company.Products at your expense; (c) Until title not be entitled to resell the Goods Products unless our written consent has passed to the Customerbeen obtained (in which case, until payment has been received in full, the Customer shall: i) hold proceeds from such a sale shall be deemed the Goods on a fiduciary basis as property of the Company’s bailee; ii) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Company’s property; iii) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; iv) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; v) notify the Company immediately if it becomes subject to insolvency proceedings, ceases or threatens to cease to carry on its business or is the subject of any enforcement action by a creditor (including the presentation of a petition for bankruptcySupplier); and vi(d) give the Company such information endorse our interest on all insurance policies relating to the Goods as the Company may require from time Products and provide to time, however, the Customer may use the Goods in the ordinary course us proof of its business. (d) The Company is irrevocably authorised at any time to enter the Customer’s premises or any alternative location where the Goods are stored for the purpose of repossessing, removing and if necessary dismantling such Goods for the purposes of removal. (e) The Company’s rights set out in this Term endorsement within seven (7) shall survive any termination business days of the Contracteach delivery date.

RISK AND TITLE. (a) Risk of damage to or loss of 7.1 The risk in the Goods Components shall pass to the Customer at the time when: i) in the case of Goods to be delivered otherwise than at the Company’s premises, at the time of delivery or, if the Customer fails to take delivery of the Goods in accordance with the terms of the Contract, the time when the Company tenders delivery of the Goods; or ii) the Company notifies the Customer that the Goods are available for collectionupon Delivery. (b) 7.2 Notwithstanding that risk in the Goods passing in accordance with Term (7)(a) above, legal and equitable title in the Goods Components shall not pass to the Customer in accordance with Clause 7.1, title to the Components shall remain with Avtrade until payment in full in cleared funds is has been received by the Company Avtrade: (i) for the Goods those Components and no or Services; (ii) for any other amounts are outstanding goods supplied by Avtrade; and (iii) in respect of any other monies due from the Customer to the CompanyAvtrade on any account. (c) Until 7.3 Any resale by the Customer of Components in which title has not passed to the Customer shall be made by the Customer as agent for Avtrade. 7.4 The proceeds of sale of any resale by the Customer pursuant to Clause 7.3 shall be held in trust by the Customer for the benefit of Avtrade and placed in a separate account until accounted to Avtrade. 7.5 At any time before title to the Goods has passed Components passes to the Customer, Customer (whether or not any payment to Avtrade is then overdue or the Customer shall:is otherwise in breach of any obligation to Avtrade), Avtrade may (without prejudice to any other of its rights): (i) hold retake possession of all or any part of the Goods on a fiduciary basis as Components and enter any premises for that purpose (or authorise others to do so) which the Company’s baileeCustomer hereby authorises; (ii) store require delivery up to it of all or any part of the Goods separately from all other goods held Components. 7.6 Title to Components or any parts thereof which are returned to Avtrade by the Customer so that they remain readily identifiable as the Company’s property; iii) not remove, deface or obscure any identifying mark or packaging on or relating and which Avtrade subsequently replaces pursuant to the Goods; iv) maintain the Goods terms of this warranty shall revest in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; v) notify the Company immediately if it becomes subject to insolvency proceedings, ceases or threatens to cease to carry on its business or is the subject of any enforcement action by a creditor (including the presentation of a petition for bankruptcy); and vi) give the Company such information relating to the Goods as the Company may require from time to time, however, the Customer may use the Goods Avtrade in the ordinary course of its businessaccordance with Clause 7.2. (d) The Company is irrevocably authorised 7.7 Avtrade may at any time to enter appropriate sums received from the Customer as it thinks fit, notwithstanding any purported appropriation by the Customer’s premises or any alternative location where the Goods are stored for the purpose of repossessing, removing and if necessary dismantling such Goods for the purposes of removal. (e) The Company’s rights set out 7.8 Each Clause and sub-Clause of this Clause is separate, severable and distinct and, accordingly, in this Term (7) the event of any of them being for any reason whatsoever unenforceable according to its terms, the others shall survive any termination of the Contractremain in full force and effect.

RISK AND TITLE. (a) 3.1 Risk of damage to or loss of the Goods shall pass to the Customer so that the Customer is responsible for all loss damage or deterioration to the Goods: 3.1.1 if the Company delivers the Goods by its own transport at the time when: i) in when the case of Goods to be delivered otherwise than or a relevant part thereof arrive at the Company’s premises, place of delivery or 3.1.2 in all other circumstances at the time when the Goods or a consignment or other part thereof leave the premises of delivery or, if the Company whether or not the Company arranges transport and where the Goods are delivered by carrier any claims for loss or damage in transit must be made by the Customer fails to take delivery of against the Goods carrier in accordance with the terms carrier’s conditions. 3.2 Title to the Goods or any part thereof shall pass to the Customer only upon the happening of any one of the Contractfollowing events: 3.2.1 the Customer has paid to the Company all sums due and payable by it to the Company under this or any other contract between the Company and the Customer, the time or 3.2.2 when the Company tenders delivery of the Goods; or ii) the Company notifies serves on the Customer notice in writing specifying that the Goods are available for collection. (b) Notwithstanding risk in the Goods passing in accordance with Term (7)(a) above, legal and equitable title in the Goods shall or such part thereof has passed. 3.3 The Company may recover Goods in respect of which title has not pass passed to the Customer until payment in full in cleared funds at any time and the Customer hereby licences the Company, its officers, employees and agents to enter upon any premises of the Customer for the purposes either of satisfying itself that the Condition 3.5 below is received being complied with by the Company for the Customer or recovering any Goods and no other amounts are outstanding from the Customer in respect of which title has not passed to the CompanyCustomer. (c) 3.4 Until title to the Goods has passed to the CustomerCustomer pursuant to the terms hereof it shall possess the Goods as a bailee of the Company on the terms of this contract. If the Company so requires, the Customer shall: i) hold the Goods on a fiduciary basis as the Company’s bailee; ii) shall store the Goods separately from all other goods held by Goods and shall ensure that they are clearly identifiable as belonging to the Company. 3.5 Without prejudice to the foregoing sub-conditions and in the event that the Customer so that they remain readily identifiable as shall in the course of its business dispose of the Goods to a customer being a bona fide purchaser without notice of the Company’s property; iii) not remove, deface or obscure any identifying mark or packaging on or relating rights then the Customer shall have a fiduciary duty to the Goods; iv) maintain Company to account to the Goods in satisfactory condition Company for the proceeds (which shall be kept separate and keep them insured against all risks for their full price identifiable from the date Customer’s own monies) but may retain therefrom an excess of delivery;such proceeds over the amount outstanding under this or any other prior contract between them. v) notify 3.6 Should the Company immediately if it becomes subject to insolvency proceedingsCustomer default on any of its obligations under the contract, ceases or threatens to cease to carry on its business or is the subject of any enforcement action by a creditor (including the presentation of a petition for bankruptcy); and vi) give the Company such information relating Company’s licence to the Customer to sell Goods as on will be deemed to be withdrawn immediately. After the Company may require from time to time, howeverlicense is withdrawn, the Customer may use shall immediately stop selling the Goods in and provide the ordinary course list of its businessremaining Goods to the Company. The Company shall have a right to recall the remaining Goods. (d) The Company is irrevocably authorised at any time 3.7 Subject to enter the Customer’s premises transfer of the risk of the Goods, unless otherwise, the incurred losses or any alternative location where damages of the goods are directly caused by the act of Company, the Customer shall be liable and obligate for the payment of the Goods are stored for the purpose of repossessing, removing and if necessary dismantling such Goods for the purposes of removalunder this contract. (e) The Company’s rights set out in this Term (7) shall survive any termination of the Contract.

RISK AND TITLE. (a) Risk of damage to or loss of the Goods shall pass to the Customer Buyer so that the Buyer is responsible for all loss, damage or deterioration to the goods: i. If the Company delivers the goods by its own transport at the time when: i) in when the case of Goods to be delivered otherwise than goods or a relevant part thereof arrive at the Company’s premises, place of delivery; or ii. In all other circumstances at the time of delivery orwhen the goods, if or a relevant part thereof leave the Customer fails to take delivery premises of the Goods Company whether or not the Company arranges transport and (without prejudice to clause 7) where the goods are delivered by carrier, any claims for loss or damage in transit must be made by the Buyer against the carrier in accordance with the terms of the Contract, the time when the Company tenders delivery of the Goods; or ii) the Company notifies the Customer that the Goods are available for collectioncarrier’s conditions. (b) Notwithstanding risk in Title to the Goods passing in accordance with Term (7)(a) above, legal and equitable title in goods supplied under the Goods contract shall not only pass to the Customer until Buyer when payment in full in cleared funds is for all goods supplied under this and all other contracts between the Company and the Buyer has been received by the Company. The Company for reserves the Goods immediate right to possession of and no other amounts are outstanding from the Customer at any time may recover all goods in respect of which title has not passed to the CompanyBuyer; the Company is hereby authorised by the Buyer to enter upon any premises where such goods are held by or on behalf of the Buyer and recover possession thereof. (c) Until title to the Goods goods has been passed to the CustomerBuyer pursuant to these conditions it shall possess the goods as a Bailee at will of the Company, and the Customer shall: i) hold Buyer shall not be entitled to sell or otherwise deal in goods in respect of which title has not passed to the Goods on Buyer. If the Buyer acts in breach of these conditions then without prejudice to any other rights of the Company the Buyer shall have a fiduciary basis as duty to account to the Company’s bailee; ii) store Company for the Goods separately from proceeds of any sale save to the extent that any such proceeds exceed the amounts owed to the Company under this and all other goods held by the Customer so that they remain readily identifiable as the Company’s property; iii) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; iv) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; v) notify contracts between the Company immediately if it becomes subject to insolvency proceedings, ceases or threatens to cease to carry on its business or is and the subject of any enforcement action by a creditor (including the presentation of a petition for bankruptcy); and vi) give the Company such information relating to the Goods as the Company may require from time to time, however, the Customer may use the Goods in the ordinary course of its businessBuyer. (d) The Company is irrevocably authorised at any time to enter the Customer’s premises or any alternative location where the Goods are stored for the purpose of repossessing, removing and if necessary dismantling such Goods for the purposes of removal. (e) The Company’s rights set out in this Term (7) shall survive any termination of the Contract.

RISK AND TITLE. (a) Risk 8.1 The risk of damage to or loss of the Goods Equipment shall pass to the Customer at when delivered to the time when: i) in the case of Goods to be delivered otherwise than at the Company’s premises, at the time of delivery or, if the Customer fails to take delivery of the Goods in accordance with the terms of the Contract, the time when the Company tenders delivery of the Goods; or ii) the Company notifies the Customer that the Goods are available for collectionSite. 8.2 Title to the Equipment (bor any part of it) Notwithstanding risk in the Goods passing in accordance with Term (7)(a) above, legal and equitable title in the Goods shall not pass to the Customer until payment the Customer has paid the Price in full full. 8.3 If the Customer shall be in cleared funds is received breach of any of the terms of the Contract then all monies owed by the Company for the Goods and no other amounts are outstanding from the Customer to the Company. (c) Until title , whether under the Contract or otherwise, shall become immediately due and payable and the Customer grants to the Goods Company and its employees or agents and irrevocable licence to enter upon the Site to recover and/or resell such Equipment (irrespective of whether any part of the Equipment has passed to the Customer, the Customer shall: ibecome a fixture) hold the Goods on a fiduciary basis as the Company’s bailee; ii) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Company’s property; iii) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; iv) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; v) notify the Company immediately if it becomes subject to insolvency proceedings, ceases or threatens to cease to carry on its business or is the subject of any enforcement action by a creditor (including the presentation of a petition for bankruptcy); and vi) give the Company such information relating to the Goods as the Company may require from time deem necessary to timerecover all sums owing to it by the Customer together with any reasonable costs of the Company so incurred. Furthermore, howeverif the Customer is not the legal owner of the Site, the Customer may use shall ensure that the Goods Company’s employees or agents are granted access to the Site by its owner to affect such recovery. This right shall continue to subsist notwithstanding the termination of the Contract through the happening of any of the events specified in these Conditions or otherwise and without prejudice to any accrued rights of the ordinary course of its businessCompany under the Contract. 8.4 Until all monies owing to the Company (dwhether under this Contract or otherwise) have been paid in full the Equipment shall remain the absolute property of the Company and the Customer shall only be entitled to possession of the Equipment on these Conditions, and shall hold the Equipment in a fiduciary capacity as bailee; and any times affixed to land and buildings may be detached and removed by the Company and shall not and are not intended to become part of such property. 8.5 The Customer shall keep the Equipment in good condition and shall maintain full insurance in respect thereof on the Company’s behalf in an amount which is not less than the price payable to the Company is irrevocably authorised for the Equipment, and all proceeds of such insurance shall be held on trust for the Company. 8.6 Notwithstanding the provisions of this Clause 8, the Company may bring an action for the Price due under the Contract at any time to enter after the Customer’s premises or any alternative location where the Goods are stored for the purpose of repossessing, removing and if necessary dismantling such Goods for the purposes of removalPrice has become payable under these Conditions. (e) The Company’s rights set out in this Term (7) shall survive any termination of the Contract.

RISK AND TITLE. (a) Risk The risk of loss of or damage to or loss of the Goods shall will pass to the Customer at the time when: i) in the case of Goods to be delivered otherwise than at the Company’s premises, Purchaser at the time of delivery or, if the Customer fails to take delivery of the Goods in accordance with the terms of the Contract, the time when the Company tenders delivery of the Goods; or ii) the Company notifies the Customer that the Goods are available for collectiondelivery. (b) Notwithstanding risk in Property and Title to the Goods passing in accordance with Term (7)(a) above, legal and equitable title in the Goods shall supplied by Nepean will not pass to the Customer Purchaser until payment in full in cleared funds is received by the Company for such time as the Goods and no other amounts are outstanding from the Customer to the Companyhave been paid for in full. (c) Until such time as title and property in such Goods passes to the Goods has passed to Purchaser the Customer, relationship between Nepean and the Customer shall: i) Purchaser shall be fiduciary and the Purchaser shall hold the Goods on a fiduciary basis as the Company’s bailee;bailee for Nepean, and: ii(i) store The Purchaser must ensure that the Goods separately from all other goods held by are stored at the Customer so that Purchaser’s place(s) of business and shall be marked in such a manner as they remain are readily identifiable as the CompanyXxxxxx’s property; iii) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; iv) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; v) notify the Company immediately if it becomes subject to insolvency proceedings, ceases or threatens to cease to carry on its business or is the subject of any enforcement action by a creditor (including the presentation of a petition for bankruptcy); and vi(ii) give the Company such information relating to the Goods as the Company The Purchaser may require from time to time(unless Nepean advises you otherwise,) use, howeverlease at market rates, the Customer may use or sell for full value, the Goods in the ordinary course of the Purchaser’s business. However, if the Purchaser receives payment from a third party, the Purchaser agrees to hold such parts of the proceeds as relates to the Goods, separately and in identifiable form, on trust for Nepean. Such part shall be deemed to be equal in dollar terms to the amount owing by Purchaser to Nepean at the time of the receipt of such proceeds; (iii) The Purchaser is licensed by Nepean to, in the ordinary course of his/its business., process in such fashion as the Purchaser may wish and/or incorporate such Goods in or with any product or products, subject to the express condition that the new product or products or any other chattel whatsoever containing any part of such Goods shall be separately stored and marked so as to be identifiable as being made from or with Goods the property of Nepean; (div) The Company is irrevocably authorised at if Goods the property of Nepean are mixed with goods and/or material the property of the Purchaser or are processed with or incorporated therein, the product thereof shall become and/or shall be deemed to be the sole and exclusive property of Nepean; (v) the Purchaser acknowledges and agrees that in relation to Goods that are inventory, the Purchaser will not allow any time security interest to enter the Customer’s premises or any alternative location where arise in respect of the Goods are stored for the purpose of repossessing, removing and if necessary dismantling such Goods for the purposes of removal.unless Xxxxxx has perfected its purchase money security interest;and (evi) The Company’s rights set out in this Term (7) shall survive the Purchaser must insure the Goods at its cost, naming Nepean as loss payee, for full replacement cost against all risks. Nepean may apply the proceeds of any termination of insurance payment to reduce the Contractamount that Purchaser owes Nepean.

RISK AND TITLE. (a) 8.1 Risk of damage to or loss of the Goods shall pass to the Customer at the time when: i) in the case of Goods to be delivered otherwise than at the Company’s premises, at the time of delivery or, if the Customer fails to take delivery of the Goods in accordance with the terms of the Contract, the time Buyer when the Company tenders delivery of the Goods; or ii) the Company notifies the Customer Buyer that the Goods are available for collectioncollection or on delivery whichever is sooner. (b) 8.2 Notwithstanding delivery and the passing of risk in the Goods passing in accordance with Term (7)(a) aboveGoods, legal and equitable the title in the Goods shall not pass to the Customer Buyer until the Company has received in cash or cleared funds payment in full in cleared funds is received of the price of not only the Goods but all other goods or services agreed to be sold by the Company or any other legal entity within the Xxxxxxx Group of companies to the Buyer for which payment is then due. Notwithstanding any passing of title in the Goods and no other amounts are outstanding from the Customer this, shall not serve to transfer to the CompanyBuyer or any user of the Goods any intellectual property rights in such items, which rights shall remain solely vested in the Company and its suppliers. (c) 8.3 Until such time as the title in the Goods passes to the Goods has passed to the CustomerBuyer, the Customer shall: i) Buyer shall hold the Goods on a fiduciary basis as the Company’s bailee; ii) store fiduciary agent and bailee and shall keep the Goods separately separate from all other goods held by those of the Customer so that they remain readily identifiable Buyer and third parties and properly stored, protected and insured as the Company’s property; iii) not remove, deface or obscure any identifying mark or packaging on or relating . Prior to the Goods; iv) maintain title passing the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; v) notify the Company immediately if it becomes subject Buyer shall be entitled to insolvency proceedings, ceases resell or threatens to cease to carry on its business or is the subject of any enforcement action by a creditor (including the presentation of a petition for bankruptcy); and vi) give the Company such information relating to the Goods as the Company may require from time to time, however, the Customer may use the Goods in the ordinary course of its business. It shall account to the Company 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 other monies or property. 8.4 Until such time as title in the Goods passes to the Buyer (d) The and provided the Goods are still in existence and have not been resold), the Company is irrevocably authorised shall be entitled at any time to require the Buyer to hand over the Goods to the Company. If the Buyer fails to do so, the Company may forthwith without any restrictions enter any premises of the Customer’s premises Buyer or any alternative location third party where the Goods are stored for and repossess the purpose of repossessing, removing and if necessary dismantling such Goods for the purposes of removalwithout any liability thereby arising. (e) The Company’s rights set out in this Term (7) shall survive any termination of the Contract.

RISK AND TITLE. (aA) Risk of damage to or loss of the Goods The Gold shall pass to the Customer be at the time when: i) in the case of Goods to be delivered otherwise than at the Company’s premises, at the time of delivery or, if the Customer fails to take Purchasers' risk as from delivery. Upon delivery of the Goods Gold to such location as designated by the Purchaser, the Gold shall be deemed delivered to the Purchaser. (B) In spite of delivery having been made, title in the Delivered Gold shall not pass from the Supplier until the Delivered Gold is purchased from the Supplier in accordance with Clause 6. Notwithstanding any provision herein contained, no title in any Delivered Gold (whether or not purchase has taken place pursuant to Clause 6) shall pass from the terms Supplier after the occurrence of an Event of Default or Potential Event of Default, except for Delivered Gold the ContractPrice for which has actually been paid by the Purchaser(s) and received by the Supplier, or in respect of which the time when the Company tenders delivery of the Goods; or ii) the Company notifies the Customer Supplier has expressly agreed in writing that the Goods are available for collectiontitle shall pass. (bC) Notwithstanding risk Until title in the Goods passing Delivered Gold passes to the Purchasers in accordance with Term sub-Clause (7)(aB) above, legal and equitable title in the Goods Purchaser shall not pass to the Customer until payment in full in cleared funds is received by the Company for the Goods and no other amounts are outstanding from the Customer to the Company. (c) Until title to the Goods has passed to the Customer, the Customer shall: i) hold the Goods Delivered Gold on a fiduciary basis as bailee for the Company’s bailee;Supplier. In this respect, each Purchaser undertakes to the Supplier that: ii(i) prior to the processing of any Delivered Gold, it shall store the Goods such Delivered Gold on its premises separately from all its own Gold or those of any other goods held by the Customer so that they remain person and in a manner which makes them readily identifiable as the Company’s property; iii) not remove, deface or obscure any identifying mark or packaging on or relating to Gold of the Goods; iv) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; v) notify the Company immediately if it becomes subject to insolvency proceedings, ceases or threatens to cease to carry on its business or is the subject of any enforcement action by a creditor (including the presentation of a petition for bankruptcy)Supplier; and vi(ii) give in respect of any Delivered Gold that has been processed it shall maintain records sufficiently detailed to determine the Company specific amount of any Delivered Gold by weight utilised for such information relating to the Goods as the Company may require from time to time, however, the Customer may use the Goods in the ordinary course of its businesspurpose. (dD) The Company is irrevocably authorised at Subject as provided in sub-Clause (E) below, where any time Delivered Gold has been worked on in any way by any Purchaser, the work in progress thereof shall become and/or shall be deemed to enter be for all purposes to be the Customer’s premises or any alternative location where property of the Goods are stored for the purpose of repossessing, removing and if necessary dismantling such Goods for the purposes of removalSupplier. (eE) The Company’s rights set out Where any Delivered Gold is admixed or united in any way with those of any Purchaser, the product thereof shall become and/or shall be deemed to be for all purposes to be the property of the Supplier to be held on trust on behalf of the Supplier and the Purchaser in the proportion of their respective contributions. If any Delivered Gold is admixed or united in any way with the property of any person or persons other than the Purchasers or are processed with or incorporated therein, the product thereof shall become and shall be deemed for all purposes to be owned in common with that other person or those other persons. (F) Upon the occurrence of an Event of Default and until such time as title in any Delivered Gold passes from the Supplier, the Purchasers shall forthwith upon request deliver up such of that Delivered Gold is the Supplier may request. If any Purchaser fails to do so the Supplier may enter upon any premises owned, occupied or controlled by that Purchaser where the Delivered Gold are or believed to be situated and repossess the Delivered Gold. (G) Except for the Permitted Security, the Purchasers shall not pledge, charge, or create any encumbrance or security interest over any Delivered Gold whether admixed or united in any way with those of any Purchaser or other persons, within their possession or control. (H) It is understood between the parties hereto that in any sale of Delivered Gold by any Purchaser to its customers, nothing in this Term (7) Agreement shall survive any termination constitute or be deemed to constitute the Purchaser as agent of the ContractSupplier for any purpose whatsoever. (I) If any of the Approved Locations are located in premises not owned but rented by the Purchasers, the Purchasers shall notify the lessor of the respective premises on or before the Completion Date that, unless title in the Delivered Gold has passed to the Purchasers pursuant to this Clause 5, all Delivered Gold under this Agreement stored in the respective Approved Locations is kept by the Purchasers on a fiduciary bailee as bailee for the Supplier. (J) In the case of a transfer of ownership of any premises of which any Approved Location is located: (i) the Purchasers shall promptly notify the Supplier of the name and address of the new owner of such premises; and (ii) the Purchasers shall promptly notify the new owner of the premises in the way described in sub-Clause (1) above. (K) Notwithstanding the provisions contained in sub-Clauses (I) and (J) above, the Supplier shall be at liberty to notify any owner of the Approved Location promises regarding title of the Delivered Gold.

RISK AND TITLE. (a) Risk of damage to or loss 6.1 The Goods are at the risk of the Goods shall pass to the Customer at the time when: i) in the case of Goods to be delivered otherwise than at the Company’s premises, at Buyer from the time of delivery or, (if in the Customer fails UK) or at the point that responsibility passes to take delivery of the Goods in accordance with Buyer according to the terms of the Contract, the time when the Company tenders delivery of the Goods; or ii) the Company notifies the Customer that the Goods are available Incoterms used (for collectioninternational shipments). (b) 6.2 Notwithstanding risk the earlier passing of risk, ownership in the Goods passing in accordance shall remain with Term (7)(a) above, legal Xxxxxxxx and equitable title in the Goods shall not pass to the Customer until payment in full in cleared funds is received by Buyer until: (a) the Company amount due under the invoice for the Goods and/or Services has been paid in full and no in cleared funds; and (b) all other amounts are outstanding sums which are, or which become, due to Xxxxxxxx from the Customer Buyer have been paid in full and in cleared funds. 6.3 Until ownership of the Goods passes to the Company. (c) Until title to the Goods has passed to the CustomerBuyer, the Customer shallBuyer must: i) 6.3.1 hold the Goods on a fiduciary basis as the Company’s baileebailee and trustee for Xxxxxxxx; ii) 6.3.2 store the Goods separately from all other goods held by the Customer Goods, at no cost to Xxxxxxxx, so that they remain can at all times be readily identifiable identified as the Company’s Xxxxxxxx'x property; iii) 6.3.3 not destroy, remove, deface or obscure any identifying mark or packaging on or relating related to the Goods; iv) 6.3.4 maintain the Goods in satisfactory condition and keep them insured against all risks on Xxxxxxxx'x behalf for their full price from against all risks, to the date reasonable satisfaction of delivery; v) notify the Company immediately if it becomes subject to insolvency proceedings, ceases or threatens to cease to carry on its business or is the subject of any enforcement action by a creditor (including the presentation of a petition for bankruptcy)Xxxxxxxx; and vi) give 6.3.5 hold the Company such information relating proceeds of the insurance referred to in Condition 6.3.4 on trust for Xxxxxxxx and not mix them with any other money nor pay the proceeds into an overdrawn bank account. 6.4 Xxxxxxxx shall be entitled to recover payment for the price of Goods notwithstanding that ownership of any of the Goods has not passed from Xxxxxxxx. 6.5 Xxxxxxxx shall be entitled at any time before title in the Goods passes to the Goods as the Company may require from time Buyer: 6.5.1 to time, however, the Customer may use repossess the Goods and dismantle any items containing the Goods (without being liable for any damage caused by so doing), and to use or sell all or any such Goods and so terminate (without liability to the Buyer) the Buyer's right to use, sell or otherwise deal in them; and 6.5.2 to enter any premises of the Buyer for the purpose of recovering Goods pursuant to Condition 6.5.1, or for determining what, if any, Goods are held by the Buyer, or for the purpose of inspecting the same. 6.6 The Buyer may resell the Goods before ownership passes to it solely on the following conditions: 6.6.1 any sale must be effected in the ordinary course of the Buyer's business, at full market value, and the Buyer shall hold such part of the proceeds of sale as represents the amount owed by the Buyer to Xxxxxxxx on behalf of Xxxxxxxx, and the Buyer must account to Xxxxxxxx accordingly; 6.6.2 any such sale shall be a sale of Xxxxxxxx'x property on the Buyer's own behalf, and the Buyer shall deal as principal when making such a sale; and provided that such right of resale may be revoked at any time in writing by Xxxxxxxx at its businesssole option, and shall automatically be revoked (without notice) upon the Buyer being subject to an Insolvency Event. (d) 6.7 If the Buyer has not received payment for a sale under Condition 6.6 it shall, upon written request, assign to Xxxxxxxx all of its rights against its customer in respect of that sale. 6.8 The Company is irrevocably authorised Buyer's right to possession of the Goods shall terminate immediately, and without notice, if: 6.8.1 it suffers an Insolvency Event; 6.8.2 it encumbers or in any way charges any of the Goods, or it suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it; 6.8.3 it fails to observe/perform any of his/its obligations under the Contract, or any other contract between the Parties; or 6.8.4 it ceases to trade; or 6.9 The Buyer grants Xxxxxxxx, its agents, subcontractors and employees, an irrevocable license at any time to enter the Customer’s any premises or any alternative location where the Goods are or may be stored for in order to inspect or, where the purpose Buyers right to possession has terminated, to recover the Goods. 6.10 If Xxxxxxxx exercises its right to recover possession of repossessingthe Goods, removing and if necessary dismantling or any of them, the risk in such Goods for shall revert to Xxxxxxxx on possession being taken by Xxxxxxxx, its agents, subcontractors or employees, and Xxxxxxxx shall have the purposes full and unencumbered right to dispose of removalthe Goods, free of any rights whatsoever on the part of the Buyer to the Goods or the proceeds of sale thereof. (e) The Company’s rights set out in this Term (7) shall survive any 6.11 On termination of the Contract, howsoever caused, Xxxxxxxx'x (but not the Buyer's) rights contained in this Condition 6 shall remain in effect.

RISK AND TITLE. 8.1 Risk in Products shall pass to Buyer upon delivery and, notwithstanding clause 8.2, Seller will have no responsibility in respect of the safety of the Products thereafter. 8.2 Notwithstanding delivery, the legal and equitable ownership in the Goods delivered under the Contract shall remain in Seller until: (a) Risk Seller has received payment in full for Products and of damage all other sums which are or become due to Seller from Buyer on any account whether under this contract or loss of the Goods shall pass to the Customer at the time when: i) in the case of Goods to be delivered otherwise than at the Company’s premises, at the time of delivery or, if the Customer fails to take delivery of the Goods in accordance with the terms of the Contract, the time when the Company tenders delivery of the Goodsotherwise; or ii) the Company notifies the Customer that the Goods are available for collection. (b) Notwithstanding risk in the Goods passing in accordance Products are mixed, processed or used so that they lose their identity or are irrecoverably incorporated in, mixed with Term (7)(a) above, legal and equitable title in the Goods shall not pass or applied to the Customer until payment in full in cleared funds is received by the Company for the Goods and no other amounts are outstanding from the Customer to the Company.goods; or (c) Buyer sells Products at arm’s length in good faith to an unrelated third party. 8.3 Buyer shall insure Products against all risks of physical loss or damage to not less than full replacement value until ownership passes to Buyer. 8.4 Until title ownership in the Products passes to the Goods has passed to the CustomerBuyer, the Customer Buyer shall: i(a) hold the Goods Products ("Seller’s Products ") on a fiduciary basis as the CompanySeller’s bailee; ii(b) store Not destroy, deface or obscure any identifying marks of the Goods Seller’s Products; (c) Not pledge or allow any lien, charge or other interest to arise over the Seller’s Products; (d) Maintain the Seller’s Products in satisfactory condition; and (e) Store the Seller’s Products separately from all other goods held by the Customer so or products of Buyer or any third party in such a way that they remain readily identifiable as the CompanySeller’s property. 8.5 Buyer’s right to possession of the Seller’s Products shall terminate immediately if: (a) Buyer is (or Seller, acting reasonably, believes that Buyer is) unable or admits its inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness; iii(b) not remove, deface or obscure A moratorium is declared in respect of any identifying mark or packaging on or relating to the Goodsindebtedness of Buyer; iv(c) maintain the Goods Any corporate action, legal proceedings or other procedure or step is taken in satisfactory condition and keep them insured against all risks for their full price from the date relation to: a. The suspension of deliverypayments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of Buyer; v) notify the Company immediately if it becomes subject to insolvency proceedingsb. A composition, ceases assignment or threatens to cease to carry on arrangement with any creditor of Buyer; c. The appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager or other similar officer in respect of Buyer or any of its business or is the subject assets; d. The enforcement of any enforcement action by a creditor (including the presentation security over any assets of a petition for bankruptcy)Buyer; andor vi) give the Company such information relating to the Goods as the Company may require from time to time, however, the Customer may use the Goods e. Any analogous procedure or step is taken in the ordinary course of its businessany jurisdiction. (d) The Company is irrevocably authorised at any time to enter the Customer’s premises Buyer enters into liquidation (whether voluntary or any alternative location where the Goods are stored compulsory) except a solvent voluntary liquidation for the purpose only of repossessingreconstruction or amalgamation, removing and if necessary dismantling such Goods 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 purposes appointment of removal.an administrator of Buyer, or a resolution is passed or a petition presented to any court for the winding-up of Buyer or for the granting of an administration order in respect of Buyer; (e) The Company’s rights set out in this Term (7) Buyer ceases to trade, or Seller reasonably apprehends that Buyer shall survive any termination cease to trade and serves notice of the Contract.same to Buyer; (f) Seller notifies Buyer that Buyer is in default for more than 7 days in any payment due to Seller; (g) Any of the events referred to in paragraphs (a) to (f) of clause

RISK AND TITLE. (a) 3.1 Risk of damage to or loss of the Goods shall pass to the Customer so that the Customer is responsible for all loss damage or deterioration to the Goods: 3.1.1 if the Company delivers the Goods by its own transport at the time when: i) in when the case of Goods to be delivered otherwise than or a relevant part thereof arrive at the Company’s premises, place of delivery or 3.2 in all other circumstances at the time when the Goods or a consignment or other part thereof leave the premises of delivery or, if the Company whether or not the Company arranges transport and where the Goods are delivered by carrier any claims for loss or damage in transit must be made by the Customer fails to take delivery of against the Goods carrier in accordance with the terms carrier’s conditions. 3.3 Title to the Goods or any part thereof shall pass to the Customer only upon the happening of any one of the Contractfollowing events: 3.3.1 the Customer has paid to the Company all sums due and payable by it to the Company under this or any other contract between the Company and the Customer, the time or 3.3.2 when the Company tenders delivery of the Goods; or ii) the Company notifies serves on the Customer notice in writing specifying that the Goods are available for collection. (b) Notwithstanding risk in the Goods passing in accordance with Term (7)(a) above, legal and equitable title in the Goods shall or such part thereof has passed. 3.4 The Company may recover Goods in respect of which title has not pass passed to the Customer until payment in full in cleared funds at any time and the Customer hereby licences the Company, its officers, employees and agents to enter upon any premises of the Customer for the purposes either of satisfying itself that the Condition 3(4) below is received being complied with by the Company for the Customer or recovering any Goods and no other amounts are outstanding from the Customer in respect of which title has not passed to the CompanyCustomer. (c) 3.5 Until title to the Goods has passed to the CustomerCustomer pursuant to the terms hereof it shall possess the Goods as a bailee of the Company on the terms of this contract. If the Company so requires, the Customer shall: i) hold the Goods on a fiduciary basis as the Company’s bailee; ii) shall store the Goods separately from all other goods held by Goods and shall ensure that they are clearly identifiable as belonging to the Company. 3.6 Without prejudice to the foregoing sub-conditions and in the event that the Customer so that they remain readily identifiable as shall in the course of its business dispose of the Goods to a customer being a bona fide purchaser without notice of the Company’s property; iii) not remove, deface or obscure any identifying mark or packaging on or relating rights then the Customer shall have a fiduciary duty to the Goods; iv) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; v) notify Company to account to the Company immediately if it becomes subject to insolvency proceedings, ceases or threatens to cease to carry on its business or is for the subject of any enforcement action by a creditor proceeds (including the presentation of a petition for bankruptcy); and vi) give the Company such information relating to the Goods as the Company may require which shall be kept separate and identifiable from time to time, however, the Customer may use the Goods in the ordinary course of its business. (d) The Company is irrevocably authorised at any time to enter the Customer’s premises own monies) but may retain therefrom an excess of such proceeds over the amount outstanding under this or any alternative location where the Goods are stored for the purpose of repossessing, removing and if necessary dismantling such Goods for the purposes of removalother prior contract between them. (e) The 3.7 Should the Customer default on any of its obligations under the contract the Company’s rights set out in this Term (7) shall survive any termination of licence to the ContractCustomer to sell Goods on will be deemed to be withdrawn immediately.

RISK AND TITLE. (a) 6.1 Risk of loss or damage to or loss of the Goods shall pass to the Customer Customer: 6.1.1 in the case of Goods to be delivered at Spirit Circuits’ premises, at the time when:when Spirit Circuits notifies the Customer that the Goods are available for collection; i) 6.1.2 in the case of Goods delivered otherwise than at Spirit Circuits' premises by Spirit Circuits, at the time of delivery, or if the Customer wrongfully fails to take delivery of the Goods, at the time when Spirit Circuits has tendered delivery of the Goods; or 6.1.3 in the case of Goods to be delivered otherwise than at the Company’s premisesSpirit Circuits' premises by an independent third party, at the time of delivery or, if the Customer fails to take delivery of the Goods in accordance with the terms of the Contract, the time when the Company tenders delivery of the Goods; or ii) the Company notifies the Customer that the Goods are available for collectionconsigned to that carrier. (b) Notwithstanding risk in the Goods passing in accordance with Term (7)(a) above, legal 6.2 The property and equitable title in the Goods shall not pass to the Customer until payment in full in cleared funds is received by the Company for the Goods and no other all amounts are outstanding due from the Customer to the Company. (c) Until title Spirit Circuits in respect of Goods delivered to the Goods has passed to the Customer, it have been paid for in full but the Customer shall: i) hold the Goods on a fiduciary basis as the Company’s bailee; ii) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Company’s property; iii) not remove, deface shall be entitled to resell or obscure any identifying mark or packaging on or relating to the Goods; iv) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; v) notify the Company immediately if it becomes subject to insolvency proceedings, ceases or threatens to cease to carry on its business or is the subject of any enforcement action by a creditor (including the presentation of a petition for bankruptcy); and vi) give the Company such information relating to the Goods as the Company may require from time to time, however, the Customer may use the Goods in the ordinary course of its business.. Until such time as the property in the Goods passes to the Customer: (d) The Company is irrevocably authorised 6.2.1 the Customer shall hold the Goods as Spirit Circuits' 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 Spirit Circuits' property; and 6.2.2 Spirit Circuits shall be entitled at any time to require the Customer to deliver up the Goods to Spirit Circuits and, if the Customer fails to do so forthwith, to enter upon the Customer’s premises of the Customer or any alternative location third party where the Goods are stored and repossess the Goods; and 6.2.3 if the Customer fails to make any payment for the purpose Goods to Spirit Circuits when due, or becomes insolvent, or bankrupt or goes into liquidation, or makes any arrangements with its creditors, or has a Receiver appointed over any of repossessingits property or undertaking then the right to deal with the Goods under clause 7(2) shall automatically cease, removing and if necessary dismantling such Goods Spirit Circuits shall be thereupon entitled to enter upon the premises of the Customer or any third party and re-claim the Goods. 6.2.4 The Customer shall be wholly responsible for the purposes of removalGoods when they are delivered and shall ensure they are stored in the original packaging and in a temperature and humidity controlled environment. The Customer can obtain guidelines as to storage from Spirit Circuits’ technical department on request. (e) The Company6.2.5 Stock rotation is also the Customer’s rights set out in this Term (7) shall survive any termination responsibility once the Goods are delivered. All Goods supplied will be marked with a date code stating the week of the Contractmanufacture.

RISK AND TITLE. (a) Risk a. The risk of loss of or damage to or loss of the Goods shall will pass to the Customer at the time when: i) in the case of Goods to be delivered otherwise than at the Company’s premises, Purchaser at the time of delivery or, if delivery. b. Propertyand Title tothe Goods supplied by PROK will not pass to the Customer fails to take delivery of Purchaser until such time as the Goods have been paid for in accordance with full. c. Until such time as title and property in such Goods passes to the terms of Purchaser the Contractrelationship between PROK and the Purchaser shall be fiduciary and the Purchaser shall hold the Goods as bailee for PROK, the time when the Company tenders delivery of the Goods; orand: ii) the Company notifies the Customer i. The Purchaser must ensure that the Goods are available for collection. (bstored at the Purchaser’s place(s) Notwithstanding risk of business and shall be marked in the Goods passing in accordance with Term (7)(a) above, legal and equitable title in the Goods shall not pass to the Customer until payment in full in cleared funds is received by the Company for the Goods and no other amounts such a manner as they are outstanding from the Customer to the Company. (c) Until title to the Goods has passed to the Customer, the Customer shall: i) hold the Goods on a fiduciary basis as the Company’s bailee; ii) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the CompanyPROK’s property; iii) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; iv) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; v) notify the Company immediately if it becomes subject to insolvency proceedings, ceases or threatens to cease to carry on its business or is the subject of any enforcement action by a creditor (including the presentation of a petition for bankruptcy); and viii. The Purchaser may (unless PROK advises you otherwise,) give the Company such information relating to the Goods as the Company may require from time to timeuse, howeverlease at market rates, the Customer may use or sell for full value, the Goods in the ordinary course of the Purchaser’s business. However, if the Purchaser receives payment from a third party, the Purchaser agrees to hold such parts of the proceeds as relates to the Goods, separately and in identifiable form, on trust for PROK. Such part shall be deemed to be equal in dollar terms to the amount owing by Purchaser to PROK at the time of the receipt of such proceeds; iii. The Purchaser is licensed by PROK to, in the ordinary course of his/its business. (d) The Company is irrevocably authorised at , process in such fashion as the Purchaser may wish and/or incorporate such Goods in or with any time product or products, subject to enter the Customer’s premises express condition that the new product or products or any alternative location where other chattel whatsoever containing any part of such Goods shall be separately stored and marked so as to be identifiable as being made from or with Goods the property of PROK; iv. If Goods the property of PROK are mixed with goods and/or material the property of the Purchaser or are processed with or incorporated therein, the product thereof shall become and/or shall be deemed to be the sole and exclusive property of PROK; v. the Purchaser acknowledges and agrees that in relation to Goods that are inventory, the Purchaser will not allow any security interest to arise in respect of the Goods are stored unless PROK has perfected its purchase money security interest; and vi. the Purchaser must insure the Goods at its cost, naming PROK as loss payee, for full replacement cost against all risks. PROK may apply the purpose proceeds of repossessing, removing and if necessary dismantling such Goods for any insurance payment to reduce the purposes of removalamount that Purchaser owes PROK. (e) The Company’s rights set out in this Term (7) shall survive any termination of the Contract.

RISK AND TITLE. (a) Risk of damage 14.1 Subject to or loss of clause 17, the risk in the Goods shall pass from the Company to the Customer at Buyer upon delivery of such Goods to the time when: Buyer. Notwithstanding delivery and the passing of risk in the Goods, title and property in the Goods, including full legal and beneficial ownership, shall not pass to the Buyer until the earlier of (i) in the case of Goods to be delivered otherwise than at the Company’s premises, at the time of delivery or, if the Customer fails to take delivery of Buyer reselling the Goods in accordance with clause 14.2, and title shall pass to the terms of the ContractBuyer in accordance with this clause, the time when the Company tenders delivery of the Goods; or or (ii) the Company notifies the Customer that the Goods are available for collection. (b) Notwithstanding risk in the Goods passing in accordance with Term (7)(a) above, legal and equitable title in the Goods shall not pass to the Customer until receiving cash or cleared funds payment in full in cleared funds is received by the Company for the Goods and no other amounts are outstanding from the Customer delivered to the Company. (c) Until title Buyer under this contract, and all other Goods delivered to the Goods Buyer under any other contract between the Company and the Buyer. Until such payment has passed been made the Buyer is required to the Customer, the Customer shall: i) hold the Goods on a fiduciary basis as the Company’s bailee; ii) store the Goods separately from all other goods held by the Customer so in a manner which makes it clear that they remain readily identifiable as are the property of the Company’s property; iii) , not remove, deface or obscure any identifying mark xxxx or packaging on or relating to the Goods; iv) , and maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; v) notify . If the Buyer should convert the Goods, or incorporate them, into any new product or products the Company immediately if it becomes subject is entitled to insolvency proceedings, ceases the ownership of such new product or threatens to cease to carry on its business products notwithstanding the fact that any conversion or is incorporation shall be effected by the subject Buyer solely as agent for the Company and the Company shall have the full legal and beneficial ownership of any enforcement action by a creditor (including the presentation of a petition for bankruptcy); andsuch new product or products. vi) give the Company such information relating 14.2 Subject to the Goods as the Company may require from time to time, howeverforegoing, the Customer may use Buyer shall be free to sell the Goods and any such new product or products in the ordinary course of its business. (d) business on the basis that the proceeds of sale shall be the property of the Company, and the Buyer shall account therefore to the Company on demand; provided that the Buyer shall have no authority to enter into any contract for sale on behalf of the Company, and any contract for sale shall accordingly be concluded in the name of the Buyer as principal and not as the Company’s agent. Title to the Goods shall pass from the Company to the Buyer immediately before the time at which Document No. 04.034 Approved by; SC Issue No. 002 Issued by; X. Xxx Approved by; J. Holding resale by the Buyer occurs. The Company is irrevocably authorised may at any time revoke the Buyer’s said power of sale by written notice to the Buyer if the Buyer shall for seven days or more be in default in the payment of any sum whatsoever due to the Company (whether in respect of the goods or any other goods supplied by the Company, whether or not under the Contract, or for any other reason whatsoever), or if any xxxx of exchange, cheque or other negotiable instrument drawn or accepted by the Buyer in favour of the Company shall on presentation for payment be dishonoured, or if the Company in good faith shall have doubts as to the solvency of the Buyer. The Buyer’s said power of sale shall automatically cease if any of the events referred to in paragraph 12 above shall occur. 14.3 Upon determination of the Buyer’s power of sale as above the Buyer shall place the Goods and any such new product or products at the disposal of the Company, and the Company shall be entitled, using only such force as may be necessary, to enter upon any premises of the Customer’s premises or any alternative location where the Goods are stored Buyer for the purpose of repossessingremoving the Goods and any such new product or products from the premises (including severance from the property of the Buyer where necessary). 14.4 Where payment may be made by means of any xxxx of exchange, removing and if necessary dismantling such Goods cheque or other negotiable instrument, the Company shall be deemed not to have received payment for the purposes of removalthis condition unless and until the xxxx of exchange, cheque or other negotiable instrument shall have been honoured on presentation for payment, notwithstanding that the Company may have negotiated it and received value therefor. (e) The Company’s rights set out in this Term (7) shall survive any termination of the Contract.

RISK AND TITLE. (a) Risk The risk of loss of or damage to or loss of the Goods shall will pass to the Customer at the time when: i) in the case of Goods to be delivered otherwise than at the Company’s premises, Purchaser at the time of delivery or, if the Customer fails to take delivery of the Goods in accordance with the terms of the Contract, the time when the Company tenders delivery of the Goods; or ii) the Company notifies the Customer that the Goods are available for collectiondelivery. (b) Notwithstanding risk in Property and Title to the Goods passing in accordance with Term (7)(a) above, legal and equitable title in the Goods shall supplied by Prok will not pass to the Customer Purchaser until payment in full in cleared funds is received by the Company for such time as the Goods and no other amounts are outstanding from the Customer to the Companyhave been paid for in full. (c) Until such time as title and property in such Goods passes to the Goods has passed to Purchaser the Customer, relationship between Prok and the Customer shall: i) Purchaser shall be fiduciary and the Purchaser shall hold the Goods on a fiduciary basis as the Company’s bailee;bailee for Prok, and: ii(i) store The Purchaser must ensure that the Goods separately from all other goods held by are stored at the Customer so that Purchaser’s place(s) of business and shall be marked in such a manner as they remain are readily identifiable as the CompanyProk’s property; iii) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; iv) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; v) notify the Company immediately if it becomes subject to insolvency proceedings, ceases or threatens to cease to carry on its business or is the subject of any enforcement action by a creditor (including the presentation of a petition for bankruptcy); and vi(ii) give the Company such information relating to the Goods as the Company The Purchaser may require from time to time(unless Prok advises you otherwise,) use, howeverlease at market rates, the Customer may use or sell for full value, the Goods in the ordinary course of the Purchaser’s business. However, if the Purchaser receives payment from a third party, the Purchaser agrees to hold such parts of the proceeds as relates to the Goods, separately and in identifiable form, on trust for Prok. Such part shall be deemed to be equal in dollar terms to the amount owing by Purchaser to Prok at the time of the receipt of such proceeds; (iii) The Purchaser is licensed by Prok to, in the ordinary course of his/its business., process in such fashion as the Purchaser may wish and/or incorporate such Goods in or with any product or products, subject to the express condition that the new product or products or any other chattel whatsoever containing any part of such Goods shall be separately stored and marked so as to be identifiable as being made from or with Goods the property of Prok; (div) The Company is irrevocably authorised at if Goods the property of Prok are mixed with goods and/or material the property of the Purchaser or are processed with or incorporated therein, the product thereof shall become and/or shall be deemed to be the sole and exclusive property of Prok; (v) the Purchaser acknowledges and agrees that in relation to Goods that are inventory, the Purchaser will not allow any time security interest to enter the Customer’s premises or any alternative location where arise in respect of the Goods are stored for the purpose of repossessing, removing and if necessary dismantling such Goods for the purposes of removal.unless Prok has perfected its purchase money security interest; and (evi) The Company’s rights set out in this Term (7) shall survive the Purchaser must insure the Goods at its cost, naming Prok as loss payee, for full replacement cost against all risks. Prok may apply the proceeds of any termination of insurance payment to reduce the Contractamount that Purchaser owes Prok.

RISK AND TITLE. (a) 8.1. Risk of loss of or damage to or loss of the Goods shall pass to the Customer at on delivery (or in the case the Customer wrongfully failing to take delivery of the Goods the time when:when the Company has tendered delivery of the Goods) and the Customer shall insure the Goods from that time until ownership of and title to them passes to the Customer. i) 8.2. Despite earlier delivery of the Goods, ownership of and title to the Goods shall be retained by the Company until such time as the Customer shall have paid in full the Company for the Goods, together with the price of any other goods which are the subject of any other contract with the Company, and until that time the Customer acknowledges that it is in possession of the Goods solely as bailee in a fiduciary capacity for the Company. The Customer shall keep the Goods separate from goods which belong to the Customer and to third parties and ensure that such Goods are properly 8.3. If the Customer sells or otherwise disposes of the Goods it shall do so as agent for the Company and shall hold the entire proceeds of sale of such Goods whether tangible or intangible, including insurance proceeds, for and on behalf of the Company until the Company has received payment in full and shall keep all such amounts separate from any monies or property of the Customer and third parties and, in the case of tangible proceeds, properly stored and protected and insured. The Customer shall maintain records of the persons to whom it sells or disposes of such Goods and of the payments made by such persons for those Goods and will allow the Customer to inspect those records and the Goods themselves on request. The Customer shall be entitled to trace the proceeds of sale or otherwise of such Goods. 8.4. For the avoidance of doubt, the Goods and all other goods supplied to the Customer by the Company which are in the Customer’s possession shall be presumed to belong to the Company unless the Customer can prove otherwise. 8.5. Until ownership of and title to any Goods owned by the Company passes to the Customer (and providing the Goods are still in existence and have not been resold), the Company shall be entitled at any time to require the Customer to deliver up such Goods to be delivered otherwise than at the Company’s premises, at the time of delivery orCompany and, if the Customer fails to take delivery of the Goods in accordance with the terms of the Contractdo so immediately, the time when the Company tenders delivery of the Goods; or ii) the Company notifies the Customer that the Goods are available for collection. (b) Notwithstanding risk in the Goods passing in accordance with Term (7)(a) above, legal and equitable title in the Goods shall not pass to the Customer until payment in full in cleared funds is received by the Company for the Goods and no other amounts are outstanding from the Customer to the Company. (c) Until title to the Goods has passed to the Customer, the Customer shall: i) hold the Goods on a fiduciary basis as the Company’s bailee; ii) store the Goods separately from all other goods held enter upon any premises owned or occupied by the Customer so that they remain readily identifiable as the Company’s property; iii) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; iv) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; v) notify the Company immediately if it becomes subject to insolvency proceedings, ceases or threatens to cease to carry on its business or is the subject of any enforcement action by a creditor (including the presentation of a petition for bankruptcy); and vi) give the Company such information relating to the Goods as the Company may require from time to time, however, the Customer may use the Goods in the ordinary course of its business. (d) The Company is irrevocably authorised at any time to enter the Customer’s premises or any alternative location third party where the such Goods are stored for and repossess them. The Customer shall procure that any third party, which holds such Goods, shall permit the purpose Company to take possession of repossessingthem and shall indemnify the Company and keep the Company indemnified against any and all liability, removing and if necessary dismantling which it may incur to such third party in connection with taking or attempting to take possession of them. The Company shall be entitled to use or dispose of such Goods for the purposes of removalas it wishes. (e) The Company’s rights set out in this Term (7) shall survive any termination of the Contract.

RISK AND TITLE. (a) Risk of damage to or loss Notwithstanding that the Customer may have possession of the Goods, title to the Goods shall remain with the Supplier, and no legal or equitable interest in the Goods whatsoever will pass to the Customer at Customer, until the time when: i) in the case of Goods to be delivered otherwise than at the Company’s premises, at the time of delivery or, if the Customer fails to take delivery full amount of the Goods in accordance with the terms of the Contract, the time when the Company tenders delivery of the Goods; or ii) the Company notifies the Customer that Price for the Goods are available for collectionhas been paid. (b) Notwithstanding risk in the Goods passing in accordance with Term (7)(a) above, legal and equitable title in the Goods shall not pass to the Customer until payment in full in cleared funds is received by the Company for the Goods and no other amounts are outstanding from the Customer to the Company. (c) Until title to the Goods has passed passes to the Customer, the Customer shall: i) hold holds the Goods on the Supplier’s behalf as bailee and acknowledges that a fiduciary basis as relationship exists between the Company’s bailee;Supplier and the Customer. ii(c) store the The Customer acknowledges that this Agreement creates a security interest in all Goods separately from all other goods held by supplied to the Customer so under the PPSA and that they remain readily identifiable as the Company’s property; iii) not remove, deface or obscure any identifying mark or packaging on or relating Supplier may register a financing statement to perfect its security interest in the Goods; iv) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; v) notify the Company immediately if it becomes subject to insolvency proceedings, ceases or threatens to cease to carry on its business or is the subject of any enforcement action by a creditor (including the presentation of a petition for bankruptcy); and vi) give the Company such information relating to the Goods as the Company may require from time to time, however, the Customer may use the Goods in the ordinary course of its business. (d) The Company is irrevocably authorised at any time Customer shall provide all information, execute or arrange for execution of all documents and do all other things that the Supplier may reasonably require, to enter ensure that the Customer’s premises or any alternative location where Supplier has a perfected first ranking security interest in the Goods are stored for under the purpose of repossessing, removing and if necessary dismantling such Goods for the purposes of removalPPSA. (e) The CompanyCustomer waives its rights to receive a verification statement in respect of any financing statement or financing change statement registered by or on behalf of the Supplier under the PPSA to the extent permitted by the PPSA. (f) Until the Customer has made full payment for Goods it shall not without the prior written consent of the Supplier, create a security interest in the Goods or the sale proceeds of the Goods to any third party or permit any lien or security interest to be created over the Goods or the sale proceeds of the Goods. (g) If any of the Goods are damaged or destroyed prior to title passing to the Customer, the Supplier is entitled, without prejudice to any of its other rights or remedies under this Agreement (including the right to receive payment of the balance of the Price for the Goods), to receive all insurance proceeds payable for the Goods (whether or not the Price has become payable under the Agreement). The production of this Agreement by the Supplier is sufficient evidence of the Supplier’s rights set out in this Term (7) shall survive to receive the insurance proceeds without the need for any termination of person dealing with the ContractSupplier to make further enquiries.

RISK AND TITLE. (a) Risk of damage to or loss of 10.1 The risk in the Goods shall pass to the Customer at (notwithstanding that the time whenproperty may not have passed to him) on the earlier of the following: i(a) in Where the case of Company and the Customer agree that the Goods are to be delivered otherwise than at the Company’s 's premises, at . in the time case of delivery by post as soon as the Goods are placed in the postal system or, if in the case of delivery by any other form of carriage, as soon as the Goods are received by the carrier, or (b) If the Customer wrongfully fails to take delivery of the Goods in accordance with the terms of the Contract, the time when the Company tenders company has tendered delivery of the Goods; or ii) the Company notifies the Customer that the Goods are available for collection. (b) 10.2 Notwithstanding delivery and the passing of risk in the Goods passing in accordance with Term (7)(a) aboveor any other provision of these Conditions, legal and equitable title the Property in the Goods shall not pass to the Customer until the Company has received in cleared funds payment in full in cleared funds is received of the price of the Goods and all other Goods agreed to be sold by the Company for the Goods and no other amounts are outstanding from to the Customer to the Companyfor which payment is then due. (c) 10.3 Until title to payment of the Goods has passed to the Customerprice as aforesaid, the Customer shall: i) shall hold the Goods on a fiduciary basis as the Company’s bailee; ii) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Company’s property; iii) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; iv) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; v) notify the Company immediately if it becomes subject to insolvency proceedings, ceases or threatens to cease to carry on its business or is the subject of any enforcement action by a creditor (including the presentation of a petition for bankruptcy); and vi) give the Company such information relating to the Goods as the Company may require Company's fiduciary agent and bailee and shall keep the Goods separate from time to time, however, those of the Customer may and third parties and safely stored, protected, and insured and identified as the Company's property. Until that time the Customer shall be entitled to resell or use the Goods in the ordinary course of its businessbusiness but shall account to the Company for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any monies or property of the Customer and third parties. 10.4 Until such time that the property in the Goods passes to the Customer or if Condition 14.1 applies to the Customer (dand provided the Goods are still in existence and have not been resold) The the Company is irrevocably authorised shall (without prejudice to any other available rights and remedies of the Company) be entitled at any time to require the Customer to deliver up the Goods to the Company and, if the Customer tails to do so forthwith, the Company may by its servants or agents enter upon any premises of the Customer’s premises Customer or any alternative location third party where the Goods are stored and repossess the Goods. 10.5 If the Company repossess the Goods, it may resell the same. If the proceeds of the resale exceed the amount of the Customers indebtedness to the Company, however arising and including damages for breach of any contract or duty, the purpose Company shall account to the Customer for each surplus. 10.6 The Customer shall not be entitled to pledge or in any way charge by way of repossessing, removing security for any indebtedness any of the Goods which remain the property of the Company and if necessary dismantling such Goods for the purposes Customer dues so, all monies owing by the Customer to the Company shall (without prejudice to any other right or remedy of removalthe Company) forthwith become due and payable. (e) 10.7 The Company’s rights set out benefit and/or proceeds of any dealings with the Goods by the Customer in this Term (7) shall survive any termination contravention of the ContractCompany's rights shall be paid by the Customer into a separate bank account in the name of the Company. 10.8 The Company shall have a general lien over all property of the Customer in possession of the Company for all debts from such Customer howsoever and wherever arising.

RISK AND TITLE. (a) Risk The risk of loss of or damage to or loss of the Goods shall will pass to the Customer at the time when: i) in the case of Goods to be delivered otherwise than at the Company’s premises, Purchaser at the time of delivery or, if the Customer fails to take delivery of the Goods in accordance with the terms of the Contract, the time when the Company tenders delivery of the Goods; or ii) the Company notifies the Customer that the Goods are available for collectiondelivery. (b) Notwithstanding risk in Property and Title to the Goods passing in accordance with Term (7)(a) above, legal and equitable title in the Goods shall supplied by Nepean will not pass to the Customer Purchaser until payment in full in cleared funds is received by the Company for such time as the Goods and no other amounts are outstanding from the Customer to the Companyhave been paid for in full. (c) Until such time as title and property in such Goods passes to the Goods has passed to Purchaser the Customer, relationship between Nepean and the Customer shall: i) Purchaser shall be fiduciary and the Purchaser shall hold the Goods on a fiduciary basis as the Company’s bailee;bailee for Nepean, and: ii(i) store The Purchaser must ensure that the Goods separately from all other goods held by are stored at the Customer so that Purchaser’s place(s) of business and shall be marked in such a manner as they remain are readily identifiable as the CompanyXxxxxx’s property; iii) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; iv) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; v) notify the Company immediately if it becomes subject to insolvency proceedings, ceases or threatens to cease to carry on its business or is the subject of any enforcement action by a creditor (including the presentation of a petition for bankruptcy); and vi(ii) give the Company such information relating to the Goods as the Company The Purchaser may require from time to time(unless Nepean advises you otherwise,) use, howeverlease at market rates, the Customer may use or sell for full value, the Goods in the ordinary course of the Purchaser’s business. However, if the Purchaser receives payment from a third party, the Purchaser agrees to hold such parts of the proceeds as relates to the Goods, separately and in identifiable form, on trust for Nepean. Such part shall be deemed to be equal in dollar terms to the amount owing by Purchaser to Nepean at the time of the receipt of such proceeds; (iii) The Purchaser is licensed by Nepean to, in the ordinary course of his/its business., process in such fashion as the Purchaser may wish and/or incorporate such Goods in or with any product or products, subject to the express condition that the new product or products or any other chattel whatsoever containing any part of such Goods shall be separately stored and marked so as to be identifiable as being made from or with Goods the property of Nepean; (div) The Company is irrevocably authorised at if Goods the property of Nepean are mixed with goods and/or material the property of the Purchaser or are processed with or incorporated therein, the product thereof shall become and/or shall be deemed to be the sole and exclusive property of Nepean; (v) the Purchaser acknowledges and agrees that in relation to Goods that are inventory, the Purchaser will not allow any time security interest to enter the Customer’s premises or any alternative location where arise in respect of the Goods are stored for the purpose of repossessing, removing and if necessary dismantling such Goods for the purposes of removal.unless Xxxxxx has perfected its purchase money security interest; and (evi) The Company’s rights set out in this Term (7) shall survive the Purchaser must insure the Goods at its cost, naming Nepean as loss payee, for full replacement cost against all risks. Nepean may apply the proceeds of any termination of insurance payment to reduce the Contractamount that Purchaser owes Nepean.

RISK AND TITLE. (a) Risk of damage 6.1. Unless otherwise agreed in writing, all risk in and to or loss of the Goods shall purchased will pass to the Customer at the time when: i) in the case of Goods to be delivered otherwise than at the Company’s premises, at the time of delivery or, if the Customer fails to take delivery of the Goods in accordance with the terms of the Contract, the time when the Company tenders delivery of the Goods; or ii) the Company notifies the Customer that the Goods are available loaded at the Seller's warehouse for collectiondelivery to the Customer. (b) Notwithstanding risk in the Goods passing in accordance with Term (7)(a) above, legal 6.2. Legal and equitable title in and to the Goods shall does not pass to the Customer until payment in full for all the Goods. 6.3. Until the Customer has paid all sums owing in cleared funds is received by to the Company for Seller: (a) the Customer must store the Goods separately and no other amounts are outstanding from in a manner such that they can be clearly identifiable as the Seller's property; (b) the Customer to must ensure that the Company.Goods are properly stored, protected and insured; (c) Until the Customer must not sell the Goods except with the Supplier's prior written consent; (d) the Customer will hold and agrees to hold the proceeds of any sale, lease or other dealings of the Goods in trust for the Seller in a separate bank account with a bank over which the Customer has not given any security; (e) in addition to any rights the Seller may have under Chapter 4 of the PPSA, until title in and to the Goods has passed passes to the Customer, the Customer shall: i) hold the Goods on a fiduciary basis as the Company’s bailee; ii) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Company’s property; iii) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; iv) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; v) notify the Company immediately if it becomes subject to insolvency proceedings, ceases or threatens to cease to carry on its business or Seller is the subject of any enforcement action by a creditor (including the presentation of a petition for bankruptcy); and vi) give the Company such information relating to the Goods as the Company may require from time to time, however, the Customer may use the Goods in the ordinary course of its business. (d) The Company is irrevocably authorised entitled at any time to enter demand return of the Goods and is entitled without notice and liability to the Customer’s , to enter or cause an agent of the Seller to enter any premises occupied by the Customer or any alternative location premises holding the Goods in order to recover possession of the Goods and for this purpose, the Customer agrees that the Seller and its agent has an irrevocable licence to enter such premises and indemnifies the Seller from and against all loss suffered or incurred by the Customer as a result of Customer exercising its rights under this clause. To the extent permitted by law, if there is any inconsistency between the Seller's rights under this clause and the Seller's rights under Chapter 4 of the PPSA, this clause will prevail; (f) if required, the Customer will assign to the Seller any rights of the Customer to any outstanding money relating to the re-­‐supply of the Goods. The Customer irrevocably appoints the Seller or its nominee as its attorney to sign all documents and do all things necessary to assign the debts to the Seller under this clause, where the Customer has failed to do so within 7 days of receiving written notice to do so, and ratifies any acts the attorney lawfully does or causes to be done with respect to any such assignment of debts; and (g) the Customer acknowledges and warrants that the Seller has a security interest in the Goods are stored for and any proceeds of the purpose of repossessing, removing and if necessary dismantling such Goods for until title passes to the purposes of removalCustomer in accordance with this clause. (e) 6.4. The Company’s rights set out Customer must not dispose or purport to dispose of, or create or purpose to create or permit to be created any Security Interest in this Term (7) shall survive any termination the Goods other than with the written consent of the ContractSeller.

RISK AND TITLE. (a) 5.1 Risk of damage to or loss of the Goods Products shall pass to the Customer when the Products are loaded onto transport at the time when:Sellers premises. i) in 5.2 Notwithstanding the case of Goods to be delivered otherwise than at the Company’s premises, at the time of delivery or, if the Customer fails to take delivery passing of the Goods in accordance with risk, the terms Seller shall retain title to and ownership of the Products until the earlier of it having received payment in full of all sums due for the Products including Products supplied earlier or subsequently under the same Contract or another Contract, the time when the Company tenders delivery of the Goods; or ii) the Company notifies the Customer that the Goods are available for collection. (b) Notwithstanding risk in the Goods passing in accordance with Term (7)(a) above, legal and equitable 5.3 Until title in the Goods shall not pass to the Customer until payment in full in cleared funds is received by the Company for the Goods and no other amounts are outstanding from the Customer to the Company. (c) Until title to the Goods Products has passed to the Customer, the Customer shall: i) hold shall be in possession of them as a bailee of the Goods on a fiduciary basis as Products for the Company’s bailee; ii) Seller and shall store the Goods Products, properly insured and protected, separately from all other goods held by any products or materials belonging to the Customer so that they remain readily or any third party, and clearly marked and identifiable as being the CompanySeller’s property; iii) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; iv) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; v) notify the Company immediately if it becomes subject to insolvency proceedings, ceases or threatens to cease to carry on its business or is the subject of any enforcement action by a creditor (including the presentation of a petition for bankruptcy); and vi) give the Company such information relating to the Goods as the Company may require from time to time, however, the Customer may use the Goods in the ordinary course of its business. (d) . The Company is irrevocably authorised at any time Seller shall be entitled to enter the Customer’s 's premises upon reasonable notice to verify the Customer's compliance with this Clause. If the Customer fails to make any payments to the Seller when due, or any alternative location where of the Goods are stored for the purpose of repossessing, removing and if necessary dismantling such Goods for the purposes of removal. (e) The Company’s rights circumstances set out in Clause 9.2 arise, then the Seller will have the right, without prejudice to any other remedies: 5.3.1 to enter, without prior notice, any premises where Products owned by the Seller may be, and to repossess and dispose of any such Products; and/or 5.3.2 to require the Customer not to resell or part with possession of any Products owned by the Seller until the Customer has paid in full all sums due to the Seller under this Term (7) or any other Contract. 5.4 The Customer shall survive not be entitled to pledge or in any termination way charge by way of security for any indebtedness any of the ContractProducts which remain the property of the Seller and if the Customer does so all monies owing by the Customer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable. 5.5 Notwithstanding the fact that the Customer will be charged for cutters, all cutters remain the property of the Seller. 5.6 The Customer's property when supplied will be held and used at the Customer's risk. Every care will be taken to secure the best results where materials are supplied by the Customer, but responsibility will not be accepted for imperfect work caused by defects in or unsuitability of materials so supplied. Unless agreed to the contrary and/or invoiced separately, typesetting, artwork, negatives, positives and plates used in production of Customer's work will remain the property of the Seller. 5.7 The Seller will retain printing plates and platemaking foils for one year after the date of the Contract but reserves the right to destroy them thereafter, unless the Customer requests otherwise in writing.

RISK AND TITLE. (a) 8.1. Risk of damage to or loss of the Goods shall pass to the Customer Purchaser at the time when: i) in the case of Goods to be delivered otherwise than at despatch from the Company’s premises, at . This condition shall apply where the time of delivery or, if the Customer fails to take delivery basis of the Goods sale is made CIF or any delivery point in accordance with the terms of the Contract, the time when the Company tenders delivery of the Goods; or ii) the Company notifies the Customer that the Goods are available for collectionbetween. (b) 8.2. Notwithstanding delivery and passing of risk in the Goods passing in accordance with Term (7)(a) aboveGoods, legal and equitable title or any other condition, property in the Goods shall not pass to the Customer Purchaser until the Company has received cash of cleared funds payment in full in cleared funds is received of the price of the Goods and all other goods agreed to be sold by the Company for the Goods and no other amounts are outstanding from the Customer to the CompanyPurchaser for which payment is then due. (c) 8.3. Until title such time as property in the goods passes to the Goods has passed to the CustomerPurchaser, the Customer shall: i) Purchaser shall hold the Goods on a fiduciary basis as the Company’s fiduciary agent and bailee; ii) store , and shall keep the Goods separately separate from all other goods held by those of the Customer so that they remain readily identifiable Purchaser and third parties and properly stored, protected and insured and identified as the Company’s property;. iii) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; iv) maintain 8.4. Notwithstanding that the Goods in satisfactory condition and keep them insured against all risks for their full price from remain the date property of delivery; v) notify the Company immediately if it becomes subject to insolvency proceedings, ceases or threatens to cease to carry on its business or is the subject of any enforcement action by a creditor (including the presentation of a petition for bankruptcy); and vi) give the Company such information relating to the Goods as the Company may require from time to time, however, the Customer Purchaser may use the Goods in the ordinary course of its businessthe Purchaser’s business at full market value for the account of the Purchaser. Until property in the Goods passes from the Company the entire proceeds of sale or any insurance proceeds payable in respect of the Goods shall be held in trust for the Company 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 Company’s money. (d) 8.5. The Purchaser’s right to use the Goods shall automatically cease if a receiver manager or administrator is appointed over the assets undertaking or property of the Purchaser a winding up or Administration Order is made or petitioned against the Purchaser. 8.6. The Company is irrevocably authorised shall be entitled to recover the invoice price (plus VAT if applicable) not withstanding that property in any of the Goods has not passed from the Company. 8.7. Until such times as the property in the Goods passes to the Purchaser and are still in existence the Company shall be entitled at any time to require the Purchaser to deliver up the Goods to the Company and, if the Purchaser fails to do so forthwith, the Company shall be entitled upon reasonable notice to enter upon any premises of the Customer’s premises or any alternative location Purchaser where the Goods are stored for and repossess the purpose Goods. In the event that the Goods are in the possession of repossessinga third party, removing the Purchaser shall use its best endeavours to procure the consent and if necessary dismantling co-operation of such Goods for the purposes of removal. (e) The Company’s rights set out in this Term (7) shall survive any termination third party to facilitate re- possession of the ContractGoods by the Company. T +00 (0) 0000 000 000 F +00 (0) 0000 000 000 E xxxxx@xxxxxxxx.xx.xxx W xxx.xxxxxxxx.xx.xxx 8.8. The Purchaser shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Company, but if the Purchaser does so all monies owing by the Purchaser to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.

RISK AND TITLE. (a) Risk 6.1 The Goods are at the risk of damage to or loss the Buyer from delivery. 6.2 Notwithstanding the earlier passing of risk, ownership in the Goods shall pass to the Customer at the time when: i) in the case of Goods to be delivered otherwise than at the Company’s premises, at the time of delivery or, if the Customer fails to take delivery of the Goods in accordance remain with the terms of the Contract, the time when the Company tenders delivery of the Goods; or ii) the Company notifies the Customer that the Goods are available for collection. (b) Notwithstanding risk in the Goods passing in accordance with Term (7)(a) above, legal Xxxxxxxx and equitable title in the Goods shall not pass to the Customer until payment in full in cleared funds is received by Buyer until: (a) the Company amount due under the invoice for the Goods and/or Services has been paid in full and no in cleared funds; and (b) all other amounts are outstanding sums which are, or which become, due to Xxxxxxxx from the Customer Buyer have been paid in full and in cleared funds. 6.3 Until ownership of the Goods passes to the Company. (c) Until title to the Goods has passed to the CustomerBuyer, the Customer shallBuyer must: i) 6.3.1 hold the Goods on a fiduciary basis as the Company’s baileebailee and trustee for Xxxxxxxx; ii) 6.3.2 store the Goods separately from all other goods held by the Customer Goods, at no cost to Xxxxxxxx, so that they remain can at all times be readily identifiable identified as the Company’s Xxxxxxxx’x property; iii) 6.3.3 not destroy, remove, deface or obscure any identifying mark xxxx or packaging on or relating related to the Goods; iv) 6.3.4 maintain the Goods in satisfactory condition and keep them insured against all risks on Xxxxxxxx'x behalf for their full price from against all risks, to the date reasonable satisfaction of delivery; v) notify the Company immediately if it becomes subject to insolvency proceedings, ceases or threatens to cease to carry on its business or is the subject of any enforcement action by a creditor (including the presentation of a petition for bankruptcy)Xxxxxxxx; and vi) give 6.3.5 hold the Company such information relating proceeds of the insurance referred to in Condition 6.3.4 on trust for Xxxxxxxx and not mix them with any other money nor pay the proceeds into an overdrawn bank account. 6.4 Xxxxxxxx shall be entitled to recover payment for the price of Goods notwithstanding that ownership of any of the Goods has not passed from Xxxxxxxx. 6.5 Xxxxxxxx shall be entitled at any time before title in the Goods passes to the Goods as the Company may require from time Buyer: 6.5.1 to time, however, the Customer may use repossess the Goods and dismantle any items containing the Goods (without being liable for any damage caused by so doing), and to use or sell all or any such Goods and so terminate (without liability to the Buyer) the Buyer's right to use, sell or otherwise deal in them; and 6.5.2 to enter any premises of the Buyer for the purpose of recovering Goods pursuant to Condition 6.5.1, or for determining what, if any, Goods are held by the Buyer, or for the purpose of inspecting the same. 6.6 The Buyer may resell the Goods before ownership passes to it solely on the following conditions: 6.6.1 any sale must be effected in the ordinary course of the Buyer's business, at full market value, and the Buyer shall hold such part of the proceeds of sale as represents the amount owed by the Buyer to Xxxxxxxx on behalf of Xxxxxxxx, and the Buyer must account to Xxxxxxxx accordingly; 6.6.2 any such sale shall be a sale of Xxxxxxxx'x property on the Buyer's own behalf, and the Buyer shall deal as principal when making such a sale; and provided that such right of resale may be revoked at any time in writing by Xxxxxxxx at its businesssole option, and shall automatically be revoked (without notice) upon the Buyer being subject to an Insolvency Event. (d) 6.7 If the Buyer has not received payment for a sale under Condition 6.6 it shall, upon written request, assign to Xxxxxxxx all of its rights against its customer in respect of that sale. 6.8 The Company is irrevocably authorised Buyer's right to possession of the Goods shall terminate immediately, and without notice, if: 6.8.1 it suffers an Insolvency Event; 6.8.2 it encumbers or in any way charges any of the Goods, or it suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it; 6.8.3 it fails to observe/perform any of his/its obligations under the Contract, or any other contract between the Parties; or 6.8.4 it ceases to trade; or 6.9 The Buyer grants Xxxxxxxx, its agents, subcontractors and employees, an irrevocable licence at any time to enter the Customer’s any premises or any alternative location where the Goods are or may be stored for in order to inspect or, where the purpose Buyers right to possession has terminated, to recover the Goods. 6.10 If Xxxxxxxx exercises its right to recover possession of repossessingthe Goods, removing and if necessary dismantling or any of them, the risk in such Goods for shall revert to Xxxxxxxx on possession being taken by Xxxxxxxx, its agents, subcontractors or employees, and Xxxxxxxx shall have the purposes full and unencumbered right to dispose of removalthe Goods, free of any rights whatsoever on the part of the Buyer to the Goods or the proceeds of sale thereof. (e) The Company’s rights set out in this Term (7) shall survive any 6.11 On termination of the Contract, howsoever caused, Xxxxxxxx'x (but not the Buyer's) rights contained in this Condition 6 shall remain in effect.

RISK AND TITLE. (a) 5.1 Risk of damage to or loss of in the Goods shall pass to the Customer Buyer upon delivery or upon the Goods being made available for collection (as applicable). 5.2 All materials supplied by the Buyer to the Company shall be at the time when: i) Buyer's risk while they are in the case of Goods to be delivered otherwise than at the Company’s premises, at the time of delivery or, if the Customer fails to take delivery possession of the Goods Company or in accordance with transit to or from the terms of Buyer and the Contract, the time when the Company tenders delivery of the Goods; or ii) the Company notifies the Customer that the Goods are available for collectionBuyer shall insure them accordingly. (b) Notwithstanding risk in the Goods passing in accordance with Term (7)(a) above, legal and equitable title in 5.3 Title to the Goods shall not pass to the Customer Buyer until the earlier of: 5.3.1 the Company receives payment in full (in cash or cleared funds is received by the Company funds) for the Goods and no any other amounts are outstanding from goods that the Customer Company has supplied to the CompanyBuyer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and 5.3.2 the Buyer resells the Goods, in which case title to the Goods shall pass to the Buyer at the time specified in Condition 5.5. (c) 5.4 Until title to the Goods has passed to the CustomerBuyer, the Customer Buyer shall: i) hold the Goods on a fiduciary basis as the Company’s bailee; ii) 5.4.1 store the Goods separately from all other goods held by the Customer Buyer so that they remain readily identifiable as the Company’s 's property; iii) 5.4.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; iv) 5.4.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; v) 5.4.4 notify the Company immediately if it becomes subject to insolvency proceedings, ceases or threatens to cease to carry on its business or is any of the subject of any enforcement action by a creditor (including the presentation of a petition for bankruptcy)events listed in Condition 11.1.2; and vi) 5.4.5 give the Company such information relating to the Goods as the Company may require from time to time, however. 5.5 Subject to Condition 5.6, the Customer Buyer may resell or use the Goods in the ordinary course of its businessbusiness (but not otherwise) before the Company receives payment for the Goods. However, if the Buyer resells the Goods before that time: 5.5.1 it does so as principal and not as the Company’s agent; and 5.5.2 title to the Goods shall pass from the Company to the Buyer immediately before the time at which resale by the Buyer occurs. (d) The 5.6 If before title to the Goods passes to the Buyer the Buyer becomes subject to any of the events listed in Condition 11.1.2, then, without limiting any other right or remedy the Company is irrevocably authorised may have: 5.6.1 the Buyer's right to resell the Goods or use them in the ordinary course of its business ceases immediately; and 5.6.2 the Company may at any time time: (a) require the Buyer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and (b) if the Buyer fails to do so promptly, enter any premises of the Customer’s premises Buyer or of any alternative location third party where the Goods are stored for the purpose of repossessing, removing and if necessary dismantling such Goods for the purposes of removalin order to recover them. (e) The Company’s rights set out in this Term (7) shall survive any termination of the Contract.

RISK AND TITLE. (a) 7.1 Risk of damage to or loss of in the Goods goods shall pass to the Customer at Buyer when the time when: i) in Seller notifies the case of Goods to be delivered otherwise than at Buyer that the Companygoods are ready for dispatch, or the goods are dispatched from the Seller’s premises, at whichever is the time of delivery or, if the Customer fails to take delivery of the Goods in accordance with the terms of the Contract, the time when the Company tenders delivery of the Goods; or ii) the Company notifies the Customer that the Goods are available for collectionsooner. The Buyer should insure on this basis. (b) Notwithstanding 7.2 The risk in the Goods goods shall pass from the seller to the buyer upon delivery of such goods to the buyer. However, notwithstanding delivery and the passing of risk in accordance with Term (7)(a) abovethe goods, title and property in the goods, including full legal and equitable title in the Goods beneficial ownership, shall not pass to the Customer buyer until the seller has received in cash or cleared funds payment in full in cleared funds is received by for all goods delivered to the Company buyer under this and all other contracts between the seller and the buyer for which payment of the Goods full price of the goods thereunder has not been paid. Payment of the full price of the goods shall include the amount of any interest or other sum payable under the terms of this and no all other amounts are outstanding contracts between the seller and the buyer under which the goods were delivered. 7.3.1 Until such time as the Buyer becomes the legal and equitable owner of the goods, the goods shall be stored separately from the Customer to the Company. (c) Until title to the Goods has passed to the Customer, the Customer shall: i) hold the Goods on a fiduciary basis as the CompanyBuyer’s bailee; ii) store the Goods separately from all or any other goods held by the Customer so that they remain and in a manner which makes them readily identifiable as the CompanySeller’s property;goods. iii) not remove, deface or obscure any identifying mark or packaging on or relating 7.3.2 Subject to the Goods; ivterms of this Contract, 3 Refrigeration Norwest (Xxxxxxx) maintain Ltd until such times as the Goods Buyer becomes the owner of the goods, the Buyer is licensed by the Seller to process the goods or incorporate them in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; v) notify the Company immediately if it becomes or with any other product or products, subject to insolvency proceedingsthe express condition that the new product or products or any other chattel whatsoever containing any part of the said goods, ceases shall be separately stored and marked as to be identifiable as being made from or threatens with the Seller’s goods. 7.4.1 If the Buyer, before becoming owner of the goods, does anything which would entitle a Receiver to cease to carry on its business or is the subject take possession of any enforcement action by a creditor (including the presentation of assets or entitle any person or body to present a petition for bankruptcy); andwinding up or exercise any right over or against the Buyer’s assets or undertaking, the Buyer’s rights to possession in the goods shall cease. The Seller shall have a right to enter any premises where such goods are stored or thought to be stored and repossess the same. vi) give 7.4.2 If the Company Seller’s goods, before passing into ownership of the Buyer, are admixed with the Buyer’s goods or are processed with or incorporated therein, the produce therefore shall become the sole and exclusive property of the Seller. If such information relating goods are admixed with the property of another, the product thereof shall become or be deemed to be owned by the Seller in common with that other person. 7.4.3 Where the Buyer, before becoming owner of the goods, re-sells the goods, it shall be subject to the Goods express condition that the Buyer will sell as agent and bailee for the Seller and the entire proceeds of such sale shall be held in trust for the Seller and not mingled with any other monies, but shall at all times be readily identifiable as the Company may require Seller’s monies by being held in a separate account. 7.4.4 Where the Buyer has not received monies from time to time, howevera subsequent purchaser, the Customer may use Sellershall be entitled to require the Goods in Buyer to assign to it and the ordinary course Buyer shall assign all rights against the subsequent purchaser within 7 days of its business. (d) The Company is irrevocably authorised at any time to enter the Customer’s premises or any alternative location where the Goods are stored sale for the purpose of repossessinggoods supplied that have been made from or with the Seller’s goods, removing and if necessary dismantling such Goods for the purposes of removal. (e) The Company’s rights set out in this Term (7) shall survive any termination provided that ownership of the Contractgoods has not passed to the Buyer.

RISK AND TITLE. (a) Risk of damage to or loss of 1. The risk in the Goods shall will pass to the Customer at the time when: i) you on completion of collection, or delivery to your designated delivery address, or in the case of Goods to be delivered otherwise than at the Company’s premises, at the time of delivery or, if the Customer Buyer fails to take accept delivery of the Goods in accordance with the terms stated in Section 7. 2. Title to the Goods (Ownership) will not pass to you until we have received payment in full (in cleared funds) for: (a) the Goods and/or (b) any other goods or services that we have supplied to you in respect of which payment has become due including costs incurred by the company under the terms in Section 7. 3. The Buyer’s right to possession of the ContractGoods shall terminate immediately if: (a) the Buyer 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 when being in force for the Company tenders delivery relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors, or enters into liquidation except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or documents are filed with the court for the appointment of an administrator of the GoodsBuyer or notice of intention to appoint an administrator is given by the Buyer or its directors or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or ii) the Company notifies the Customer that the Goods are available for collection. (b) Notwithstanding risk in the Buyer 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 Contract or any other contract between the Company and the Buyer, or is unable to pay its debts, or the Buyer ceases to trade. 4. As long as the Goods passing in accordance with Term (7)(a) abovehave not been resold, legal or irreversibly incorporated into another product, and equitable title in the Goods shall not pass to the Customer until payment in full in cleared funds is received by the Company for the Goods and no without limiting any other amounts are outstanding from the Customer to the Company. (c) Until title to the Goods has passed to the Customerright or remedy we may have, the Customer shall: i) hold the Goods on a fiduciary basis as the Company’s bailee; ii) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Company’s property; iii) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; iv) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; v) notify the Company immediately if it becomes subject to insolvency proceedings, ceases or threatens to cease to carry on its business or is the subject of any enforcement action by a creditor (including the presentation of a petition for bankruptcy); and vi) give the Company such information relating to the Goods as the Company may require from time to time, however, the Customer may use the Goods in the ordinary course of its business. (d) The Company is irrevocably authorised we can at any time ask you to deliver up the Goods and, if you fail to do so promptly, enter the Customer’s any of your premises or of any alternative location third party where the Goods are stored for the purpose of repossessing, removing and if necessary dismantling such Goods for the purposes of removalin order to recover them. (e) The Company’s rights set out in this Term (7) shall survive any termination of the Contract.

RISK AND TITLE. (a) 3 .1 Risk of damage to or loss of the Goods shall pass to the Customer so that the Customer is responsible for all loss damage or deterioration to the Goods: 3 .1 .1 if the Company delivers the Goods by its own transport at the time when: i) in when the case of Goods to be delivered otherwise than or a relevant part thereof arrive at the Company’s premises, place of delivery or 3 .2 in all other circumstances at the time when the Goods or a consignment or other part thereof leave the premises of delivery or, if the Company whether or not the Company arranges transport and where the Goods are delivered by carrier any claims for loss or damage in transit must be made by the Customer fails to take delivery of against the Goods carrier in accordance with the terms carrier ’s conditions. 3 .3 Title to the Goods or any part thereof shall pass to the Customer only upon the happening of any one of the Contractfollowing events: 3 .3 .1 the Customer has paid to the Company all sums due and payable by it to the Company under this or any other contract between the Company and the Customer, the time or 3 .3 .2 when the Company tenders delivery of the Goods; or ii) the Company notifies serves on the Customer notice in writing specifying that the Goods are available for collection. (b) Notwithstanding risk in the Goods passing in accordance with Term (7)(a) above, legal and equitable title in the Goods shall or such part thereof has passed. 3 .4 The Company may recover Goods in respect of which title has not pass passed to the Customer until payment in full in cleared funds at any time and the Customer hereby licenses the Company, its officers, employees and agents to enter upon any premises of the Customer for the purposes either of satisfying itself that the Condition 3(5) below is received being complied with by the Company for the Customer or recovering any Goods and no other amounts are outstanding from the Customer in respect of which title has not passed to the CompanyCustomer. (c) 3 .5 Until title to the Goods has passed to the CustomerCustomer pursuant to the terms hereof it shall possess the Goods as a bailee of the Company on the terms of this contract. If the Company so requires, the Customer shall: i) hold the Goods on a fiduciary basis as the Company’s bailee; ii) shall store the Goods separately from all other goods held by Goods and shall ensure that they are clearly identifiable as belonging to the Company. 3 .6 Without prejudice to the foregoing sub-conditions and in the event that the Customer so that they remain readily identifiable as shall in the course of its business dispose of the Goods to a customer being a bona fide purchaser without notice of the Company’s property; iii) not remove, deface or obscure any identifying mark or packaging on or relating rights then the Customer shall have a fiduciary duty to the Goods; iv) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; v) notify Company to account to the Company immediately if it becomes subject to insolvency proceedings, ceases or threatens to cease to carry on its business or is for the subject of any enforcement action by a creditor proceeds (including the presentation of a petition for bankruptcy); and vi) give the Company such information relating to the Goods as the Company may require which shall be kept separate and identifiable from time to time, however, the Customer may use the Goods in the ordinary course of its business. (d) The Company is irrevocably authorised at any time to enter the Customer’s premises own monies) but may retain therefrom an excess of such proceeds over the amount outstanding under this or any alternative location where the Goods are stored for the purpose of repossessing, removing and if necessary dismantling such Goods for the purposes of removalother prior contract between them. (e) The 3 .7 Should the Customer default on any of its obligations under the contract the Company’s rights set out in this Term (7) shall survive any termination of license to the ContractCustomer to sell Goods on will be deemed to be withdrawn immediately.

RISK AND TITLE. (a) Risk of damage to or loss of 8.1 The risk in the Goods shall pass to the Customer at (notwithstanding that the time when:property may not have been passed to him) on the earlier of the following; i) in 8.1.1 Where the case of Goods delivery is to be delivered otherwise than at the Company’s premisesex·works, at the time of delivery or, if the Customer fails to take delivery of the Goods in accordance with the terms of the Contract, the time when the Company tenders delivery of the Goods; or ii) the Company notifies the Customer that the Goods are available for collectioncollection or. (b) Notwithstanding risk 8.1.2 Where the Goods are to be delivered, as soon as the Goods have been received by the carrier, or are placed in the postal system, or if the Goods are delivered by the Company's own transport. as soon as the delivery vehicle arrives on the Customer's premises. 8.1.3 If the Customer wrongly fails to take delivery of Goods, at the time when the Company tenders delivery. 8.2 Notwithstanding the delivery and passing in accordance with Term (7)(a) aboveof risk, legal and equitable title or any other condition, the property in the Goods shall not pass to the Customer until the Company has received in cleared funds, payment in full in cleared funds is received of the price of the Goods and all other Goods agreed to be sold by the Company to Ihe Customer for the Goods and no other amounts are outstanding from the Customer to the Companywhich payment is then due. (c) 8.3 Until title to payment of the Goods has passed to the Customerfull price, the Customer shall: i) customer shall hold the Goods on a fiduciary basis as the Company’s fiduciary agent and bailee; ii) store , and shall keep the Goods separately separate from all other goods held by those of the Customer so that they remain readily identifiable and third parties and properly stored, protected and insured and identified as the Company’s property; iii) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; iv) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; v) notify the Company immediately if it becomes subject to insolvency proceedings, ceases or threatens to cease to carry on its business or is the subject of any enforcement action by a creditor (including the presentation of a petition for bankruptcy); and vi) give the Company such information relating to the Goods as the Company may require from 's property until that time to time, however, the Customer may shall be entitled to use the Goods in the ordinary course of its business. (d) The . Unless the Customer has been appointed in writing as an authorised resale Agent or Distributor, the Customer is not entitled to resell the Goods before payment of the price to the Company. Where the Customer is acting as an appointed Agent or Distributor of the Company is irrevocably authorised at any time to enter the Customer’s premises or any alternative location where and the Goods are stored resold, the Customer shall account to the Company for the purpose proceeds of repossessingsale, removing and if necessary dismantling shall keep all such proceeds separate from any monies of the Customer or third parties. 8.4 The benefit and/or proceeds of any dealings with the Goods by the Customer in contravention of the Company's rights shall be held in trust for the purposes of removalCompany, and any such proceeds shall be paid by the Customer into a separate bank account in the Company's name. (e) The Company’s rights set out in this Term (7) shall survive any termination of the Contract.

RISK AND TITLE. (a) 5.1 Risk of damage to or loss of the Goods shall pass to the Customer at the time when: i) in the case of Goods to be delivered otherwise than at the Company’s premises, Client at the time of delivery ordelivery. 5.2 Notwithstanding delivery, if the Customer fails Goods shall remain the sole and absolute property of the Company as legal and equitable owner until such time as the Client shall have paid to take delivery the Company: 5.2.1 the price of the Goods in accordance with full, and 5.2.2 the terms full price of the Contract, Services and any other goods the time when the Company tenders delivery subject of the Goods; or ii) the Company notifies the Customer that the Goods are available for collection. (b) Notwithstanding risk in the Goods passing in accordance any other contract with Term (7)(a) above, legal and equitable title in the Goods shall not pass to the Customer until payment in full in cleared funds is received by the Company for the Goods and no other amounts are outstanding from the Customer to the Companywhich payment is then due. (c) 5.3 Until title to in the Goods has passed to the CustomerClient, the Customer Client shall, once it has possession of the Goods: i) 5.3.1 hold the Goods on a fiduciary basis as the Company’s 's bailee; ii) 5.3.2 store the Goods (at no cost to the Company) separately from all other goods held by of the Customer so that they remain Client or any third party and readily identifiable as the Company’s 's property; iii) 5.3.3 not removedestroy, deface or obscure any identifying mark or packaging on or relating to the Goods; iv) 5.3.4 maintain the Goods in satisfactory condition and keep them insured against all risks on the Company's behalf for their full price from against all risks to the date reasonable satisfaction of delivery; v) notify the Company immediately if it becomes subject and on request produce the policy of insurance to insolvency proceedings, ceases or threatens to cease to carry on its business or is the subject of any enforcement action by a creditor (including the presentation of a petition for bankruptcy)Company; and vi) give the Company such information relating 5.3.5 be entitled to the Goods as the Company may require from time to time, however, the Customer may use resell the Goods in the ordinary course of its businessbusiness on its own behalf as principal (and not as agent for the Company). (d) The 5.4 Until title in the Goods has passed the Client shall account to the Company is irrevocably authorised for any proceeds of sale of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any other moneys or property of the Client and third parties. 5.5 Until title in the Goods has passed to the Client, the Company shall be entitled at any time to require the Client to deliver up the Goods to the Company and, if the Client fails to do so immediately, the Company reserves the immediate right of re‐ possession of any such Goods. For this purpose the Client grants an irrevocable right to the Company and its agents to enter the Customer’s any of its premises or any alternative location where the Goods are stored for to inspect and repossess the purpose of repossessing, removing and if necessary dismantling such Goods for the purposes of removalGoods. (e) 5.6 The Company’s rights set out Client shall not be entitled to pledge or in this Term (7) shall survive any termination way charge by way of security for indebtedness any of the ContractGoods which remain the property of the Company, but if the Client does so, all moneys owing by the Client to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.

RISK AND TITLE. (a) Risk a. The risk of loss of or damage to or loss of the Goods shall will pass to the Customer at the time when: i) in the case of Goods to be delivered otherwise than at the Company’s premises, Purchaser at the time of delivery or, if the Customer fails delivery. b. Property and Title to take delivery of the Goods supplied by NEPEAN will not pass to the Purchaser until such time as the Goods have been paid for in accordance with full. c. Until such time as title and property in such Goods passes to the terms of Purchaser the Contractrelationship between NEPEAN and the Purchaser shall be fiduciary and the Purchaser shall hold the Goods as bailee for NEPEAN, the time when the Company tenders delivery of the Goods; orand: ii) the Company notifies the Customer i. The Purchaser must ensure that the Goods are available for collection. (bstored at the Purchaser’s place(s) Notwithstanding risk of business and shall be marked in the Goods passing in accordance with Term (7)(a) above, legal and equitable title in the Goods shall not pass to the Customer until payment in full in cleared funds is received by the Company for the Goods and no other amounts such a manner as they are outstanding from the Customer to the Company. (c) Until title to the Goods has passed to the Customer, the Customer shall: i) hold the Goods on a fiduciary basis as the Company’s bailee; ii) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the CompanyNEPEAN’s property; iii) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; iv) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; v) notify the Company immediately if it becomes subject to insolvency proceedings, ceases or threatens to cease to carry on its business or is the subject of any enforcement action by a creditor (including the presentation of a petition for bankruptcy); and viii. The Purchaser may (unless NEPEAN advises you otherwise,) give the Company such information relating to the Goods as the Company may require from time to timeuse, howeverlease at market rates, the Customer may use or sell for full value, the Goods in the ordinary course of the Purchaser’s business. However, if the Purchaser receives payment from a third party, the Purchaser agrees to hold such parts of the proceeds as relates to the Goods, separately and in identifiable form, on trust for NEPEAN. Such part shall be deemed to be equal in dollar terms to the amount owing by Purchaser to NEPEAN at the time of the receipt of such proceeds; iii. The Purchaser is licensed by NEPEAN to, in the ordinary course of his/its business. (d) The Company is irrevocably authorised at , process in such fashion as the Purchaser may wish and/or incorporate such Goods in or with any time product or products, subject to enter the Customer’s premises express condition that the new product or products or any alternative location where other chattel whatsoever containing any part of such Goods shall be separately stored and marked so as to be identifiable as being made from or with Goods the property of NEPEAN; iv. If Goods the property of NEPEAN are mixed with goods and/or material the property of the Purchaser or are processed with or incorporated therein, the product thereof shall become and/or shall be deemed to be the sole and exclusive property of NEPEAN; v. the Purchaser acknowledges and agrees that in relation to Goods that are inventory, the Purchaser will not allow any security interest to arise in respect of the Goods are stored unless NEPEAN has perfected its purchase money security interest; and vi. the Purchaser must insure the Goods at its cost, naming NEPEAN as loss payee, for full replacement cost against all risks. NEPEAN may apply the purpose proceeds of repossessing, removing and if necessary dismantling such Goods for any insurance payment to reduce the purposes of removalamount that Purchaser owes NEPEAN. (e) The Company’s rights set out in this Term (7) shall survive any termination of the Contract.

RISK AND TITLE. (a) Risk of damage to or loss of a. Risk: The risk in the Goods shall pass passes to the Customer at the time when: i) in the case of Goods to be delivered otherwise than at the Company’s premises, at the time of delivery or, if the Customer fails to take on delivery of the Goods in accordance to the Customer’s requested delivery location. The Company is not liable to the Customer for any loss or damage or deterioration of the Goods after delivery. The Customer must insure the Goods for any loss or damage from the date and time of delivery. b. Title: Title to all Goods supplied by the Company to the Customer remains with the terms of the Contract, the time when the Company tenders delivery of the Goods; or ii) the Company notifies the Customer that the Goods are available for collection. (b) Notwithstanding risk in the Goods passing in accordance with Term (7)(a) above, legal and equitable title in the Goods shall does not pass to the Customer until payment in full in cleared funds is received by the Company price for the those Goods and no all other amounts are outstanding from moneys owing by the Customer to the CompanyCompany on any account whatsoever (whether under the Agreement or otherwise) (Amount Outstanding) is paid to and received in full by the Company in cleared funds. (c) c. Until title to Goods supplied by the Goods has passed Company to the CustomerCustomer passes to the Customer in accordance with clause 6(b), the Customer shallmust: i) hold the Goods on a fiduciary basis as the Company’s bailee; ii) i. store the Goods separately from all other goods held by the Customer so that they remain Customer’s own Goods and those of third parties, to enable them to be readily identifiable identified as the Company’s property; iii) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; iv) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; v) notify the Company immediately if it becomes subject to insolvency proceedings, ceases or threatens to cease to carry on its business or is the subject of any enforcement action by a creditor (including the presentation of a petition for bankruptcy); and vi) give the Company such information relating to ii. hold the Goods as the Company may require from time to time, however, bailee and fiduciary agent of the Customer may use Company; iii. not supply or sell the Goods to any person, other than with the Company’s prior written consent or in the ordinary and usual course of its the Customer’s business., it being acknowledged that any such supply or sale by the Customer will be as the bailee and fiduciary agent of the Company; (d) The iv. when requested by the Company, allow the Company is irrevocably authorised at any time to enter the Customer’s premises or any alternative location where the Goods are stored to inspect the Goods and provide to the Company the consent of any person whose consent is required for that entry; v. keep records that relate to the Goods separately identifiable and readily distinguishable from those that relate to any other Goods in its possession; vi. not allow any person to have or acquire any encumbrance or security interest in the Goods; and vii. keep the Goods insured against theft, damage and destruction (and if the Customer fails to insure the Goods, the Company may do so and the Customer must reimburse the Company for the purpose cost of repossessinginsurance). d. If the Customer sells or otherwise disposes of the Goods supplied by the Company before title to them has passed from the Company to the Customer: i. that part of the proceeds of any sale or dealing as is equal to the Amount Outstanding or if the proceeds of sale or dealing are less than the Amount Outstanding, removing and if necessary dismantling such Goods the whole of the proceeds of sale or dealing (in either case, the Company’s Entitlement) must be held by the Customer in a separate identifiable account on trust for the purposes of removal. (e) The Company’s rights set out in this Term (7) shall survive Company and must not be mixed with any termination other moneys of the Contract.Customer; and

RISK AND TITLE. (a) 8.1. Risk of damage to or loss of the Goods shall pass to the Customer Purchaser at the time when: i) in the case of Goods to be delivered otherwise than at despatch from the Company’s premises, at . This condition shall apply where the time of delivery or, if the Customer fails to take delivery basis of the Goods sale is made CIF or any delivery point in accordance with the terms of the Contract, the time when the Company tenders delivery of the Goods; or ii) the Company notifies the Customer that the Goods are available for collectionbetween. (b) 8.2. Notwithstanding delivery and passing of risk in the Goods passing in accordance with Term (7)(a) aboveGoods, legal and equitable title or any other condition, property in the Goods shall not pass to the Customer Purchaser until the Company has received cash of cleared funds payment in full in cleared funds is received of the price of the Goods and all other goods agreed to be sold by the Company for the Goods and no other amounts are outstanding from the Customer to the CompanyPurchaser for which payment is then due. (c) 8.3. Until title such time as property in the goods passes to the Goods has passed to the CustomerPurchaser, the Customer shall: i) Purchaser shall hold the Goods on a fiduciary basis as the Company’s fiduciary agent and bailee; ii) store , and shall keep the Goods separately separate from all other goods held by those of the Customer so that they remain readily identifiable Purchaser and third parties and properly stored, protected and insured and identified as the Company’s property;. iii) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; iv) maintain 8.4. Notwithstanding that the Goods in satisfactory condition and keep them insured against all risks for their full price from remain the date property of delivery; v) notify the Company immediately if it becomes subject to insolvency proceedings, ceases or threatens to cease to carry on its business or is the subject of any enforcement action by a creditor (including the presentation of a petition for bankruptcy); and vi) give the Company such information relating to the Goods as the Company may require from time to time, however, the Customer Purchaser may use the Goods in the ordinary course of its businessthe Purchaser’s business at full market value for the account of the Purchaser. Until property in the Goods passes from the Company the entire proceeds of sale or any insurance proceeds payable in respect of the Goods shall be held in trust for the Company 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 Company’s money. (d) 8.5. The Purchaser’s right to use the Goods shall automatically cease if a receiver manager or administrator is appointed over the assets undertaking or property of the Purchaser a winding up or Administration Order is made or petitioned against the Purchaser. 8.6. The Company is irrevocably authorised shall be entitled to recover the invoice price (plus VAT if applicable) not withstanding that property in any of the Goods has not passed from the Company. 8.7. Until such times as the property in the Goods passes to the Purchaser and are still in existence the Company shall be entitled at any time to require the Purchaser to deliver up the Goods to the Company and, if the Purchaser fails to do so forthwith, the Company shall be entitled upon reasonable notice to enter upon any premises of the Customer’s premises or any alternative location Purchaser where the Goods are stored for and repossess the purpose Goods. In the event that the Goods are in the possession of repossessinga third party, removing the Purchaser shall use its best endeavours to procure the consent and if necessary dismantling co-operation of such third party to facilitate re-possession of the Goods for by the purposes of removalCompany. (e) 8.8. The Company’s rights set out Purchaser shall not be entitled to pledge or in this Term (7) shall survive any termination way charge by way of security for any indebtedness any of the ContractGoods which remain the property of the Company, but if the Purchaser does so all monies owing by the Purchaser to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.

RISK AND TITLE. (a) Risk of damage Whilst risk in goods supplied to or loss of the Goods Buyer under the contract shall pass on delivery to the Customer at the time when: i) in the case of Goods to be delivered otherwise than at the Company’s premises, at the time of delivery or, if the Customer fails to take delivery of the Goods in accordance with the terms of the Contract, the time when the Company tenders delivery of the Goods; or ii) the Company notifies the Customer that the Goods are available for collection. Buyer or its carrier (b) Notwithstanding risk in the Goods passing in accordance with Term (7)(a) abovewhichever is earlier), legal and equitable title in benefi- cial ownership of these goods shall remain with the Goods shall not pass to the Customer Seller until payment in full in cleared funds is received of the price due to the Seller under this Agreement or disposal by the Company for Buyer by way of bona fide sale at full market value (whichever shall be the Goods earlier). Until such time the Buyer shall keep such goods separate from its prop- erty and no other amounts are outstanding from clearly identified as the Customer to the CompanySeller’s property. b) Notwithstanding terms of payment specified in this Agreement or elsewhere payment for all goods supplied shall become due immediately upon the commencement of any act or proceeding in which the Buyer’s solvency is involved (whether voluntary or upon application to any court) or upon the ap- pointment of a receiver over the whole or any part of its assets or undertaking and upon such occur- rence the power of sale granted to it in clause 8(a) of this agreement shall automatically determine. c) Until title to If payment for any goods is overdue, whether in whole or in part, and any of the Goods has passed to the Customergoods have been delivered, the Customer shall: i) hold Sellermay, withoutprejudice to any of its other rights, enter the Goods on a fiduciary basis Buyer’s premises to recover and/or resell the goods or such of them as the Company’s bailee; ii) store Seller inits absolute discretionmaydesignate as necessary to recover the Goods separately from all other goods held by amount of payment overdue and its reasonable costs incurredingiving effecttoits rights under this sub-clause. The Buyer hereby irrevocably authorises the Customer so that they remain readily identifiable as the Company’s property; iii) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; iv) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; v) notify the Company immediately if it becomes subject to insolvency proceedings, ceases or threatens to cease to carry on its business or is the subject of any enforcement action by a creditor (including the presentation of a petition for bankruptcy); and vi) give the Company such information relating to the Goods as the Company may require from time to time, however, the Customer may use the Goods in the ordinary course of its business. (d) The Company is irrevocably authorised at any time Seller to enter and take all necessary and reasonable steps upon the CustomerBuyer’s premises or any alternative location where the Goods are stored for the purpose of repossessing, removing and if necessary dismantling such Goods for the purposes of removalthis sub-clause. (ed) The Company’s rights set out Until full payment has been made for all goods supplied the Buyer is, and shall remain, a fiduciary for the Seller in this Term (7) shall survive any termination respect of the Contractgoods and if it sells or allows to be sold the goods the proceeds of sale shall be held in a separate clearly identifiable ac- count. The Seller’s beneficial interests shall attach to the proceeds of such sale and the Seller shall have the right to trace such proceeds of sale.

RISK AND TITLE. 8.1 Risk in Products shall pass to Buyer upon delivery and, notwithstanding clause 8.2, Seller will have no responsibility in respect of the safety of the Products thereafter. 8.2 Notwithstanding delivery, the legal and equitable ownership in the Goods delivered under the Contract shall remain in Seller until: (a) Risk Seller has received payment in full for Products and of damage all other sums which are or become due to Seller from Buyer on any account whether under this contract or loss of the Goods shall pass to the Customer at the time when: i) in the case of Goods to be delivered otherwise than at the Company’s premises, at the time of delivery or, if the Customer fails to take delivery of the Goods in accordance with the terms of the Contract, the time when the Company tenders delivery of the Goodsotherwise; or ii) the Company notifies the Customer that the Goods are available for collection. (b) Notwithstanding risk in the Goods passing in accordance Products are mixed, processed or used so that they lose their identity or are irrecoverably incorporated in, mixed with Term (7)(a) above, legal and equitable title in the Goods shall not pass or applied to the Customer until payment in full in cleared funds is received by the Company for the Goods and no other amounts are outstanding from the Customer to the Company.goods; or (c) Buyer sells Products at arm’s length in good faith to an unrelated third party. 8.3 Buyer shall insure Products against all risks of physical loss or damage to not less than full replacement value until ownership passes to Buyer. 8.4 Until title ownership in the Products passes to the Goods has passed to the CustomerBuyer, the Customer Buyer shall: i(a) hold the Goods Products ("Seller’s Products ") on a fiduciary basis as the CompanySeller’s bailee; ii(b) store Not destroy, deface or obscure any identifying marks of the Goods Seller’s Products; (c) Not pledge or allow any lien, charge or other interest to arise over the Seller’s Products; (d) Maintain the Seller’s Products in satisfactory condition; and (e) Store the Seller’s Products separately from all other goods held by the Customer so or products of Buyer or any third party in such a way that they remain readily identifiable as the CompanySeller’s property. 8.5 Buyer’s right to possession of the Seller’s Products shall terminate immediately if: (a) Buyer is (or Seller, acting reasonably, believes that Xxxxx is) unable or admits its inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness; iii(b) not remove, deface or obscure A moratorium is declared in respect of any identifying mark or packaging on or relating to the Goodsindebtedness of Buyer; iv(c) maintain the Goods Any corporate action, legal proceedings or other procedure or step is taken in satisfactory condition and keep them insured against all risks for their full price from the date relation to: a. The suspension of deliverypayments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of Buyer; v) notify the Company immediately if it becomes subject to insolvency proceedingsb. A composition, ceases assignment or threatens to cease to carry on arrangement with any creditor of Buyer; c. The appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager or other similar officer in respect of Buyer or any of its business or is the subject assets; d. The enforcement of any enforcement action by a creditor (including the presentation security over any assets of a petition for bankruptcy)Buyer; andor vi) give the Company such information relating to the Goods as the Company may require from time to time, however, the Customer may use the Goods e. Any analogous procedure or step is taken in the ordinary course of its businessany jurisdiction. (dx) The Company is irrevocably authorised at any time to enter the Customer’s premises Xxxxx enters into liquidation (whether voluntary or any alternative location where the Goods are stored compulsory) except a solvent voluntary liquidation for the purpose only of repossessingreconstruction or amalgamation, removing and if necessary dismantling such Goods 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 purposes appointment of removal.an administrator of Buyer, or a resolution is passed or a petition presented to any court for the winding-up of Buyer or for the granting of an administration order in respect of Buyer; (e) The Company’s rights set out in this Term (7) Buyer ceases to trade, or Seller reasonably apprehends that Buyer shall survive any termination cease to trade and serves notice of the Contract.same to Buyer; (f) Seller notifies Buyer that Xxxxx is in default for more than 7 days in any payment due to Seller; (g) Any of the events referred to in paragraphs (a) to (f) of clause

RISK AND TITLE. (a) Risk 4.1 Unless otherwise agreed between the Company and the Customer in writing, risk of damage to or loss of the Goods shall pass to the Customer at the time when: i) in commencement of the case of Goods to be delivered otherwise than at the Company’s premises, at the time of delivery or, if the Customer fails to take delivery loading of the Goods in accordance with onto the terms of Customer's designated delivery vehicle at the Contract, the time when the Company tenders delivery of the Goods; or ii) the Company notifies the Customer that the Goods are available for collectionSite. (b) Notwithstanding risk in the Goods passing in accordance with Term (7)(a) above, legal and equitable title in 4.2 Title to the Goods shall not pass to the Customer until payment either: 4.2.1 the Company has received in full in cash or cleared funds is received by all monies payable (whether or not due) to the Company for under this and any other contracts whenever made between the Company and the Customer including but not limited to contracts made after this Contract; or 4.2.2 when the Company serves on the Customer notice in writing specifying that title in the Goods and no other amounts are outstanding from the Customer or any part thereof has passed to the CompanyCustomer. (c) 4.3 Until title to the Goods has passed to the Customer, Customer pursuant to these Conditions: 4.3.1 the Customer shall: i) hold shall possess the Goods on a as fiduciary basis as agent and bailee of the Company’s bailee; ii) Company and shall store the Goods separately from all other goods held not owned by the Company and shall ensure that they are fully insured on an all risks basis and clearly identifiable as belonging to the Company; 4.3.2 the Customer shall not sell, offer to sell, assign, underlet, pledge, mortgage, charge, encumber or part with possession of the Goods or any interest in the Goods nor create or allow to be created over the Goods any lien; 4.3.3 the Company shall be entitled to enter upon any premises where such Goods are kept for the purpose of satisfying itself that this condition is being complied with by the Customer so that they remain readily identifiable as and the Customer irrevocably licences the Company’s property; iii) , its officers, employees and agents to enter upon any premises of the Customer, with or without vehicles, for this purpose or for the purpose of recovering any Goods in respect of which title has not remove, deface or obscure any identifying mark or packaging on or relating passed to the Goods; iv) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; v) notify the Company immediately if it becomes subject to insolvency proceedings, ceases or threatens to cease to carry on its business or is the subject of any enforcement action by a creditor (including the presentation of a petition for bankruptcy)Customer; and vi) give 4.3.4 the Company such information relating to the Goods as the Company may require from time to time, however, the Customer may use the Goods in the ordinary course of its business. (d) The Company is irrevocably authorised shall be entitled at any time to require the Customer to deliver up the Goods to the Company, and if the Customer fails to do so within a reasonable period of time, the Company shall be entitled to enter upon the Customer’s 's premises or any alternative location where third party's premises and recover and/or dispose of the Goods. For the avoidance of doubt, the Customer shall make no claim against the Company in respect of any such entry or disposal. 4.4 The Customer's right to possession of the Goods are stored shall terminate immediately if: 4.4.1 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 repossessingreconstruction or amalgamation, removing 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 4.4.2 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 Contract or any other contract between the Company and if necessary dismantling such 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 4.4.3 the Customer encumbers or in any way charges any of the Goods. 4.5 If the Company repossesses the Goods pursuant to this Clause 4, the relevant Order which relates to those Goods shall be treated as discharged in full with immediate effect and the Company will grant to the Customer a valid VAT credit note in respect of the price or any part thereof that had previously been invoiced to the Customer but not paid in respect of those Goods. For the avoidance of doubt, the Company and the Customer agree to take all reasonable steps to procure that the credit note has effect for the purposes crediting the VAT originally charged following the subsequent repossession of removalthe Goods. (e) The Company’s rights set out in this Term (7) shall survive any 4.6 On termination of the Contract, howsoever caused, the Company's (but not the Customer's) rights contained in this Clause 4 shall remain in effect.

RISK AND TITLE. (a) 7.1 Risk of damage to or loss of in the Goods shall pass to the Customer at the time when: i) in the case of Goods to be delivered otherwise than at the Company’s premises, at the time Buyer on completion of delivery orwhether deemed or actual, if whichever is the Customer fails to take delivery of the Goods in accordance with the terms of the Contract, the time when the Company tenders delivery of the Goods; or ii) the Company notifies the Customer that the Goods are available for collectionsooner. (b) Notwithstanding risk in the Goods passing in accordance with Term (7)(a) above, legal and equitable title 7.2 Title in the Goods shall not pass to the Customer Buyer until the Seller has received payment in full in cash or cleared funds is received by for: (a) the Company for the Goods and no Goods; and (b) all other amounts are outstanding sums due from the Customer Buyer to the CompanySeller on any account whatsoever. (c) 7.3 Until title to the Goods has passed to the CustomerBuyer, the Customer Buyer shall: i(a) hold the Goods on a fiduciary basis as the CompanySeller’s bailee; ii(b) store the Goods separately from all other goods held by the Customer Buyer so that they remain readily identifiable as the CompanySeller’s property; iii(c) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; iv(d) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of deliverytime that risk passed; v(e) notify the Company Seller immediately if it becomes subject to insolvency proceedings, ceases or threatens to cease to carry on its business or is any of the subject of any enforcement action by a creditor (including the presentation of a petition for bankruptcy)events listed in 13.2; and vi(f) give the Company Seller such information relating relation to the Goods as the Company Seller may require from time to time, however, but the Customer Buyer may resell or use the Goods in the ordinary course of its business. (d) 7.4 The Company is irrevocably authorised at any time Buyer hereby grants the Seller its agents and employees an irrevocable licence to enter the Customer’s any of its premises or any alternative location where the Goods are stored for in order to recover them or to inspect them and mark them as the purpose of repossessingSeller’s property at any time. 7.5 Until title in the Goods passes to the Buyer and provided the Goods and have not been resold or irrevocably incorporated into another product, removing and without limiting any other right or remedy the Seller may have, the Seller shall be entitled at any time to require the Buyer to deliver up the Goods and if necessary dismantling such the Buyer fails to do so promptly to enter upon any premises of the Buyer or any third party where the Goods for the purposes of removalare stored in order to recover them. (e) 7.6 The Company’s rights set out Buyer shall not be entitled to pledge or in this Term (7) shall survive any termination way charge by way of security any of the ContractGoods which remain the property of the Seller, but if the Buyer does so all monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) immediately become due and payable.

RISK AND TITLE. 9.1 The Title in the Goods passes to the Purchaser on payment by the Purchaser of the Price in full. Where the purchaser has not paid the Company the Price in full, the Purchaser agrees to hold the Goods as a fiduciary for the Company. (a) Risk of damage to or loss All goods remain the property of the Goods shall pass to the Customer at the time when: i) in the case Company until receipt of Goods to be delivered otherwise than at the Company’s premises, at the time of delivery or, if the Customer fails to take delivery of the Goods in accordance with the terms of the Contract, the time when the Company tenders delivery of the Goods; or ii) the Company notifies the Customer that the Goods are available for collection. (b) Notwithstanding risk in the Goods passing in accordance with Term (7)(a) above, legal and equitable title in the Goods shall not pass to the Customer until payment in full in cleared funds is received all monies owing by the Company for the Goods and no other amounts are outstanding from the Customer Purchaser to the Company. (b) Until all monies owing by the purchaser to the Company have been paid the Purchaser shall hold the goods as bailed for the Company and as fiduciary agent for the Company. The Purchaser shall store the Goods separately from other goods so as to render them capable of separate identification. (c) Until If the purchaser re-sells the Goods or any part of them before receipt by the Company of all monies owing by the Purchaser to the Company, the Purchaser shall account to the Company as soon as practical after depositing such proceeds. (d) If the Purchaser defaults in payment for the goods by the Due Date for such payment then, until receipt by the Company of all monies owing by the Purchaser to the Company , the Purchaser hereby authorises Company by itself, its agent representatives at all reasonable times, without notice, to enter upon and for any necessary time to remain upon the place where the Goods are situated and remove the Goods and the Purchaser will indemnify the Company against any action or demand arising out of exercise by the Company of its powers under this sub-clause. (e) This clause remains effective even in the event that the Goods become fixtures. (f) The Purchaser may, sell and deliver the Goods as the Company’s fiduciary to a third party in the ordinary course of the Purchaser’s business provided that: I. where the Purchaser is paid by the third party for the Goods, the Purchaser shall account to the Company in respect of the payment in accordance with the Purchaser’s fiduciary obligations; and II. where Xxxxxxxxx is not paid by the third party the Purchaser agrees to assign to the Company its claim against the third party upon receiving the Company’s written request to the effect. 9.2 Notwithstanding clause 9.1 above, risk in the Goods passes to the purchaser from the first occurrence of: (a) the passing of title in the Goods to the Purchaser; (b) the physical delivery of the Goods to the Purchaser; (c) the time when the Goods have been dispatched from the premises of the Company or placed on a carrier which is to effect delivery of the Goods from the Company to the Purchaser, where the carrier has been nominated, arranged or retained by the Purchaser’ or (d) the time when the Goods arrive at the premises of the Purchaser (prior to being taken off the carrier ) where the carrier which is to effect delivery of the Goods from the Company to the Purchaser has been nominated, arranged or retained by the company; or (e) if Goods are stored by the Company in excess of 14 days on behalf of the Purchaser in accordance with Clause 8.2. 9.3 The Company is not liable for any loss or damage or deterioration of the Goods after risk in the Goods has passed to the Customer, the Customer shall: i) hold the Goods on a fiduciary basis as the Company’s bailee; ii) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Company’s property; iii) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; iv) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; v) notify the Company immediately if it becomes subject to insolvency proceedings, ceases or threatens to cease to carry on its business or is the subject of any enforcement action by a creditor (including the presentation of a petition for bankruptcy); and vi) give the Company such information relating to the Goods as the Company may require from time to time, however, the Customer may use the Goods in the ordinary course of its businessPurchaser. (d) The Company is irrevocably authorised at any time to enter the Customer’s premises or any alternative location where the Goods are stored for the purpose of repossessing, removing and if necessary dismantling such Goods for the purposes of removal. (e) The Company’s rights set out in this Term (7) shall survive any termination of the Contract.

RISK AND TITLE. (a) 6.1 Risk of damage to or loss of in the Goods shall pass to the Customer at the time when: i) in the case of Goods to be delivered otherwise than at the Company’s premises, at the time of on delivery or, if the Customer wrongfully fails to take delivery of the Goods in accordance with the terms of the ContractGoods, at the time when the Company tenders Xxxxx has tendered delivery of the Goods; or ii) the Company notifies the Customer that the Goods are available for collection. (b) 6.2 Notwithstanding delivery and the passing of risk in the Goods passing Goods, or any other provision of this Agreement, the title and property in accordance with Term (7)(a) abovethe Goods, including full legal and equitable title in the Goods beneficial ownership, shall not pass to the Customer until the seller has received in cash or cleared funds payment in full in cleared funds is received by for all goods delivered to the Company Customer under this and all other contracts between Storm and the Customer for which payment of the full price of the Goods thereunder has not been paid. Payment of the full price of the Goods shall include the amount of any interest or other sum payable under the terms of this and no all other amounts are outstanding from contracts between Storm and the Customer to under which the Companygoods were delivered. (c) 6.3 Until such time as the title to and property in the Goods has passed passes to the Customer, the Customer shall: i) shall hold the Goods on a as Xxxxx’s fiduciary basis as the Company’s agent and bailee; ii) store , and shall keep the Goods separately separate from all other goods held by those of the Customer so that they remain readily identifiable and third parties and properly stored, protected and insured and identified as the CompanyXxxxx’s property; iii) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; iv) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; v) notify the Company immediately if it becomes subject to insolvency proceedings, ceases or threatens to cease to carry on its business or is the subject of any enforcement action by a creditor (including the presentation of a petition for bankruptcy); and vi) give the Company such information relating to the Goods as the Company may require from time to time, however, but the Customer may resell or use the Goods in the ordinary course of its business. 6.4 Until such time as the title and property in the Goods passes to the Customer (d) The Company is irrevocably authorised and provided the Goods are still in existence and have not been resold), Storm may at any time require the Customer to deliver up the Goods to Storm and, if the Customer fails to do so forthwith, enter on any premises of the Customer’s premises Customer or any alternative location third party where the Goods are stored and repossess the Goods. The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the purpose Goods which remain the property of repossessingStorm, removing but if the Customer does so all moneys owing by the Customer to Storm shall (without limiting any other right or remedy of Storm) forthwith become due and if necessary dismantling such Goods for the purposes of removalpayable. (e) 6.5 The Company’s rights and remedies set out in this Term (7) shall survive Clause 6are without prejudice to any termination of the Contractother right or remedy that may be available to Storm.

RISK AND TITLE. (a) Risk of damage to or loss 2.1 The Goods are at the risk of the Goods shall pass to the Customer at the time when: i) in the case of Goods to be delivered otherwise than at the Company’s premises, at from the time of delivery or, if the Customer fails to take delivery of the Goods in accordance with the terms of the Contract, the time when the Company tenders delivery of the Goods; or ii) the Company notifies the Customer that the Goods are available for collection(or deemed delivery). (b) Notwithstanding risk in the Goods passing in accordance with Term (7)(a) above, legal and equitable title in the 2.2 Ownership of Goods shall not pass to the Customer until payment the Goods have been delivered to the Customer and OCS has received in full (in cash or cleared funds is received by in the Company for OCS bank account) all sums due to it in respect of: (a) the Goods and no other amounts are outstanding from delivered Goods; (b) Services provided to the Customer to as at the Company.date of delivery of the relevant Goods; and (c) all other sums which are due to OCS from the Customer, howsoever arising. 2.3 Until title to ownership of the Goods has passed to the Customer, the Customer shall: i(a) hold the Goods on a fiduciary basis as the CompanyOCS’s bailee; ii(b) store the Goods (at no cost to OCS) separately from all other goods held by of the Customer so or any third party in such a way that they remain readily identifiable as the CompanyOCS’s property; iii(c) not removedestroy, deface or obscure any identifying mark or packaging on or relating to the Goods; iv(d) maintain the Goods in satisfactory condition and keep them insured against all risks on OCS’s behalf for their full price from the date of delivery; v) notify the Company immediately if it becomes subject to insolvency proceedings, ceases or threatens to cease to carry on its business or is the subject of any enforcement action by a creditor (including the presentation of a petition for bankruptcy)against all risks; and vi(e) give not let, sell, charge or otherwise dispose of, transfer or deal with the Company such information relating Goods or any part thereof and OCS shall be entitled to, at any time, require the Customer to deliver up the Goods (or require a third party to do the same). 2.4 The Customer's right to possession of any Goods of which ownership has not yet passed to the Goods as the Company may require from time Customer pursuant to time, however, this Agreement shall terminate immediately: (a) if the Customer may use encumbers or in any way charges any of the Goods; and/or (b) upon the occurrence of an Insolvency Event in respect of the Customer. 2.5 OCS shall be entitled to recover payment for the Goods in notwithstanding that ownership of any of the ordinary course of its businessGoods has not passed from OCS. (d) 2.6 The Company is irrevocably authorised Customer grants OCS, its agents and Personnel an irrevocable licence at any time to enter the Customer’s any premises or any alternative location where the Goods whose ownership has not passed to the Customer are or may be stored for the purpose of repossessing, removing and if necessary dismantling such Goods for the purposes of removalin order to inspect and/or recover them. (e) The Company’s rights set out in this Term (7) shall survive any 2.7 On termination of the ContractAgreement, howsoever caused, OCS’s rights contained in this Annex 1 shall remain in effect. 2.8 For the avoidance of doubt, the Customer remains responsible for all Goods located on premises that are owned by third parties to the extent that the Customer has directed OCS to install or supply such Goods to such premises. The Customer shall be obliged to discharge its obligations in respect of such Goods (including providing relevant access and recovery rights for OCS) as though they were located at premises owned by the Customer.

RISK AND TITLE. (a) Risk The risk of loss of or damage to or loss of the Goods shall will pass to the Customer at the time when: i) in the case of Goods to be delivered otherwise than at the Company’s premises, Purchaser at the time of delivery or, if the Customer fails to take delivery of the Goods in accordance with the terms of the Contract, the time when the Company tenders delivery of the Goods; or ii) the Company notifies the Customer that the Goods are available for collectiondelivery. (b) Notwithstanding risk in Property and Title to the Goods passing in accordance with Term (7)(a) above, legal and equitable title in the Goods shall supplied by Meet Better will not pass to the Customer Purchaser until payment in full in cleared funds is received by the Company for such time as the Goods and no other amounts are outstanding from the Customer to the Companyhave been paid for in full. (c) Until such time as title and property in such Goods passes to the Goods has passed to Purchaser the Customer, relationship between Meet Better and the Customer shall: i) Purchaser shall be fiduciary and the Purchaser shall hold the Goods on a fiduciary basis as the Company’s bailee;bailee for Meet Better, and: ii(i) store The Purchaser must ensure that the Goods separately from all other goods held by are stored at the Customer so that Purchaser’s place(s) of business and shall be marked in such a manner as they remain are readily identifiable as the CompanyMeet Better’s property; iii) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; iv) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; v) notify the Company immediately if it becomes subject to insolvency proceedings, ceases or threatens to cease to carry on its business or is the subject of any enforcement action by a creditor (including the presentation of a petition for bankruptcy); and vi(ii) give the Company such information relating to the Goods as the Company The Purchaser may require from time to time(unless Meet Better advises you otherwise,) use, howeverlease at market rates, the Customer may use or sell for full value, the Goods in the ordinary course of the Purchaser’s business. However, if the Purchaser receives payment from a third party, the Purchaser agrees to hold such parts of the proceeds as relates to the Goods, separately and in identifiable form, on trust for Meet Better. Such part shall be deemed to be equal in dollar terms to the amount owing by Purchaser to Meet Better at the time of the receipt of such proceeds; (iii) The Purchaser is licensed by Meet Better to, in the ordinary course of his/its business., process in such fashion as the Purchaser may wish and/or incorporate such Goods in or with any product or products, subject to the express condition that the new product or products or any other chattel whatsoever containing any part of such Goods shall be separately stored and marked so as to be identifiable as being made from or with Goods the property of Meet Better; (div) The Company is irrevocably authorised at if Goods the property of Meet Better are mixed with goods and/or material the property of the Purchaser or are processed with or incorporated therein, the product thereof shall become and/or shall be deemed to be the sole and exclusive property of Meet Better; and, (v) the Purchaser acknowledges and agrees that in relation to Goods that are inventory, the Purchaser will not allow any time security interest to enter the Customer’s premises or any alternative location where arise in respect of the Goods are stored for the purpose of repossessing, removing and if necessary dismantling such Goods for the purposes of removalunless Meet Better has perfected its purchase money security interest. (e) The Company’s rights set out in this Term (7) shall survive any termination of the Contract.

RISK AND TITLE. (a) 6.1 Risk of damage to or loss of in the Goods shall pass to the Customer at the time when: i) on delivery in the case of Goods to be delivered otherwise than at the Company’s premises, at the time of delivery or, if the Customer fails to take delivery of the Goods in accordance line with the terms of the Contract, the time when the Company tenders delivery of the Goods; or ii) the Company notifies the Customer that the Goods are available for collection. (b) Notwithstanding risk in the Goods passing in accordance with Term (7)(a) above, legal and equitable title in agreed Incoterms. Title to the Goods shall not pass to the Customer until AUTONEUM has received payment in full in cleared funds is received by the Company for the Goods and no other amounts are outstanding from the Customer to the Companyaccordance with clause 3. (c) 6.2 Until title to the Goods has passed to the Customer, the Customer shall: iCustomer: (a) shall hold the such Goods on a fiduciary basis as the CompanyAUTONEUM’s bailee; ii; (b) shall procure and maintain comprehensive insurance with a reputable insurer to cover the Goods to at least their contract value from the date of delivery; (c) is entitled to sell the Goods but only in the ordinary course of business and shall then be deemed to have implicitly assigned to AUTONEUM the proceeds deriving from their sale together with all collateral rights, securities and reservations of title until all claims held by AUTONEUM shall have been settled; (d) must not encumber or otherwise charge the Goods; (e) shall store the Goods separately from all its own goods and those of any other goods held by party and in a manner which clearly identifies the Customer so that they remain readily identifiable Goods, as the Company’s property; iiiproperty of AUTONEUM; (f) must not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; iv; and (g) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; v) notify the Company immediately if it becomes subject to insolvency proceedings, ceases or threatens to cease to carry on its business or is the subject of any enforcement action by a creditor (including the presentation of a petition for bankruptcy); and vi) will give the Company AUTONEUM such information relating to the Goods as the Company AUTONEUM may require from time to time. 6.3 In addition to the rights granted to AUTONEUM above, however, the if: (a) any amount due by Customer may use to AUTONEUM in respect of the Goods remains unpaid 30 days after the due date on which it first became due and payable; (b) Customer breaches the Agreement; or (c) Customer becomes subject to any of the events listed in clause 15.2 or 10.1, then AUTONEUM may terminate the ordinary course Agreement and retake possession of its business. (d) The Company is any Goods for which AUTONEUM has not received payment in full and Customer hereby irrevocably authorised at any time authorises AUTONEUM to enter the Customer’s upon any premises or any alternative location where the Goods are stored of Customer for the purpose of repossessing, removing and if necessary dismantling such Goods for the purposes of removalthat purpose. (e) The Company’s rights set out in this Term (7) shall survive any termination of the Contract.

RISK AND TITLE. (a) 10.1 Risk of damage in and title to or loss of the Goods Assets shall pass to the Customer at the time when: i) in the case of Goods to be delivered otherwise than at the Company’s premises, at the time of delivery or, if the Customer fails to take delivery of the Goods Buyer immediately upon Completion taking place in accordance with Clause 6. 10.2 The Seller shall take all reasonable steps and co-operate fully with the terms Buyer to ensure that it obtains the full benefit of the ContractBusiness and of the Assets and shall execute such documents and take such other steps (or use all reasonable endeavours to procure other necessary parties so to do) as are necessary or appropriate for vesting in the Buyer all its rights and interests in the Assets including but not limited to the grant transfer or renewal of any licences, permissions or consents required for the proper and lawful conduct of the Business after the Completion Date. 10.3 Insofar as the Assets comprise the benefit of contracts which cannot effectively be transferred by the Seller to the Buyer without the consent of a third party or except by an agreement of novation, the time when Seller and the Company tenders delivery Buyer shall co-operate to do everything they reasonably can to procure the said contracts to be novated or to obtain any such consent as aforesaid and unless and until consent has been obtained or the relevant contract has been novated, the Buyer shall for its own benefit and to the extent that the contract permits perform on behalf of the Goods; or iiSeller (but at the Buyer's risk and expense) all the Company notifies obligations of the Customer Seller arising after Completion and shall indemnify the Seller against all Claims and liabilities which may be incurred by the Seller as a result of any act, neglect, default or omission on the part of the Buyer in performing or complying with any such obligation of the Seller including for the avoidance of doubt any obligations of the Seller which the relevant contract does not permit to be performed by the Buyer which falls to be performed after Completion provided however that nothing contained in this Clause 10.3 shall confer on the Buyer the right to rescind this Agreement or make any other claim whatsoever against the Seller if the Seller is unable to procure that any or all of the said contracts be novated or to obtain any such consent as aforesaid and provided further that the Goods are available for collectionSeller shall forthwith pay to the Buyer all sums received under such contracts other than sums paid to the Seller in respect of work carried out by the Seller prior to Completion and shall not agree to the termination or variation of the same without the Buyer's prior written consent. (b) Notwithstanding risk 10.4 The Seller shall indemnify the Buyer against the excess of all Claims and Liabilities over US$ 165,000 in respect of: 10.4.1 any act or omission on the Goods passing part of the Seller in accordance with Term (7)(a) above, legal and equitable title in the Goods shall not pass relation to the Customer until payment in full in cleared funds is received by the Company for the Goods and no other amounts are outstanding from the Customer Agreements prior to the Company. (c) Until title to the Goods has passed to the Customer, the Customer shall: i) hold the Goods on a fiduciary basis as the Company’s bailee; ii) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Company’s property; iii) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; iv) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; v) notify the Company immediately if it becomes subject to insolvency proceedings, ceases or threatens to cease to carry on its business or is the subject of any enforcement action by a creditor (including the presentation of a petition for bankruptcy)Completion; and vi) give 10.4.2 any defective workmanship or alleged fault, defect or error whatsoever arising from goods supplied or services provided by the Company such information relating Seller prior to Completion. Save to the Goods as extent that any such liability is covered by the Company may require from time to time, however, the Customer may use the Goods in the ordinary course of its business. (d) The Company is irrevocably authorised at any time to enter the Customer’s premises or any alternative location where the Goods are stored for the purpose of repossessing, removing and if necessary dismantling such Goods for the purposes of removal. (e) The Company’s rights set out in this Term (7) shall survive any termination of the Contract.Maintenance Contracts