RISK/TITLE. 6.1. The Goods are at the risk of the Customer from the time of delivery or if the Customer wrongfully fails to take delivery of the Goods, at the time when BZR has tendered delivery of the Goods. 6.2. Notwithstanding delivery and the passing of risk in the Goods, ownership of the Goods shall not pass to the Customer until BZR has received in full (in cash or cleared funds) all sums due to it in respect of: 6.2.1 the Goods; and 6.2.2 all other sums which are or which become due to BZR from the Customer on any account. 6.3. Until such time as property and the Goods passes to the Customer, the Customer shall hold the Goods as BZR’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Customer and the third parties and properly stored, protected and insured and identified as BZR’s property, but the Customer may resell or use the Goods in the ordinary course of its business. 6.4. Until such time as the property and the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold), the Seller may at any time require the Customer to deliver up the Goods to BZR, and if the Customer fails to do so forthwith, enter on any premises of the Customer or any third party where the Goods are stored and repossess the Goods. 6.5. The Customer shall not be entitled to pledge or in any way charge by way of security for indebtedness any of the Goods which remain the property of BZR, but if the Customer does so all monies owing by the Company to BZR shall (without limiting any other right or remedy of BZR ) forthwith become due and payable. 6.6. BZR shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from BZR.
Appears in 3 contracts
Samples: Supply Agreement, Supply Agreement, Standard Terms for the Provision of Equipment
RISK/TITLE. 6.1. 6.1 The Goods are at the risk of the Customer from the time of delivery or if the Customer wrongfully fails to take delivery of the Goods, at the time when BZR has tendered delivery of the Goodsdelivery.
6.2. Notwithstanding delivery and the passing of risk 6.2 Title in the Goods, ownership of the Goods shall not pass to the Customer until BZR the Company has received in full (in cash or cleared funds) all sums due to it in respect of:
6.2.1 the Goods; and
6.2.2 all other sums which are or which become due to BZR the Company from the Customer on any account.
6.3. 6.3 Until such time as property and ownership of the Goods passes has passed to the Customer, the Customer shall shall:
6.3.1 hold the Goods on a fiduciary basis as BZR’s fiduciary agent and baileethe Company's Bailee;
6.3.2 where practicable, and shall keep store the Goods separate (at no cost to the Company) separately from those all other goods of the Customer and or any third party in such a way that they remain readily identifiable as the third parties and properly storedCompany's property;
6.3.3 not destroy, protected and insured and identified as BZR’s property, but deface or obscure any identifying mark or packaging on or relating to the Customer may resell or use Goods; and
6.3.4 maintain the Goods in satisfactory condition and keep them insured on the ordinary course Company's behalf for their full price against all risks to the reasonable satisfaction of its businessthe Company.
6.4. 6.4 Until such time as the property and ownership of the Goods passes has passed to the Customer (and provided the Goods are still in existence and have not been resold), ) the Seller may Company shall be entitled at any time to require the Customer to deliver up the Goods to BZRthe Company and, and if the Customer fails to do so forthwith, to enter on any upon the premises of the Customer or any third party where the Goods are stored and repossess the Goods.
6.56.5 The Company hereby authorises the Customer to use and/or sell the Goods in the normal course of the Customer's business. If the Customer sells the Goods prior to paying the full price thereof the Customer shall hold the proceeds of sale on trust for the Company. The Company may require the Customer to assign all claims that the Customer may have against purchasers of such Goods from the Customer.
6.6 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods Goods, for which remain title was not passed to the property of BZRCustomer, but if the Customer does so all monies moneys owing by the Customer to the Company to BZR shall (without limiting prejudice to any other right or remedy of BZR the Company) forthwith become due and payable.
6.6. BZR 6.7 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from BZRthe Company.
6.8 Where the Company is unable to determine whether any Goods are the goods in respect of which the Customer's right to possession has terminated, the Customer shall be deemed to have sold all goods of the kind sold by the Company to the Customer in the order in which they were invoiced to the Customer. The Customer shall indemnify the Company in respect of all costs and expenses incurred by the Company as a result of the Company enforcing any right granted to the Company pursuant to this condition 6 and any costs and expenses arising out of any judgement granted in favour of the Company in respect of any invoice which remains unpaid by the Customer.
6.9 On termination of the Contract, howsoever caused, the Company's (but not the Customer's) rights contained in this condition 6 shall remain in effect.
Appears in 3 contracts
Samples: Standard Terms and Conditions of Sale, Standard Terms and Conditions of Sale, Standard Terms and Conditions of Sale
RISK/TITLE. 6.1. 7.1 The Goods Products are at the risk of the Customer Purchaser from the time of delivery or if the Customer wrongfully fails to take delivery of the Goods, at the time when BZR has tendered delivery of the Goodsdelivery.
6.2. Notwithstanding delivery and the passing of risk in the Goods7.2 Subject to Clause 7.4, ownership of the Goods shall Products will not pass to the Customer Purchaser until BZR the Seller has received in full (in cash or cleared funds) all sums due to it in respect of:
6.2.1 (a) the GoodsProducts; and
6.2.2 (b) all other sums which are or which become due to BZR the Seller from the Customer Purchaser on any account.
6.3. 7.3 Until such time as property and ownership of the Goods passes Products has passed to the CustomerPurchaser, the Customer shall Purchaser will:
(a) hold the Goods Products on a fiduciary basis as BZRthe Seller’s fiduciary agent and bailee, and shall keep ;
(b) store the Goods separate Products (at no cost to the Seller) separately from those all other goods of the Customer and Purchaser or any third party in such a way that they remain readily identifiable as the third parties and properly stored, protected and insured and identified as BZRSeller’s property;
(c) not destroy, but deface or obscure any identifying mark or packaging on or relating to the Customer may resell or use Products;
(d) maintain the Goods Products in satisfactory condition and keep them insured on the Seller’s behalf for their full price against all risks to the reasonable satisfaction of the Seller. On request the Purchaser shall produce the certificate of insurance to the Seller; and
(e) hold the proceeds of the insurance referred to in Clause 7.3 (d) in trust for the Seller and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.
7.4 Ownership of the Products will pass to the Purchaser only if the Purchaser sells the Products in the ordinary course of its the Purchaser’s business. For the avoidance of doubt any such sale shall be a sale of the Purchaser’s property on the Purchaser’s own behalf and the Purchaser shall deal as principal when making such a sale.
6.4. Until such time as the property and the Goods passes 7.5 The Purchaser’s right to the Customer (and provided the Goods are still in existence and have not been resold), the Seller may at any time require the Customer to deliver up the Goods to BZR, and if the Customer fails to do so forthwith, enter on any premises possession of the Customer or Products shall terminate immediately if:
(a) the Purchaser undergoes any third party where of the Goods are stored and repossess events set out in Clause 13.2 (c); or
(b) the Goods.
6.5. The Customer shall not be entitled Purchaser purports to pledge encumber or in any way charge by way of security for indebtedness changes any of the Goods which remain the property of BZR, but if the Customer does so all monies owing by the Company to BZR shall Products (without limiting any other right or remedy of BZR ) forthwith become due and payableexcept as provided in Clause 7.4).
6.6. BZR 7.6 The Seller shall be entitled to recover payment for the Goods Products notwithstanding that ownership of any of the Goods Products has not passed from BZRthe Seller.
7.7 The Purchaser grants the Seller, its agents and employees an irrevocable licence at any time to enter any premises where the Products are or may be stored in order to inspect them, or, where the Purchaser’s right to possession has terminated, to recover them.
Appears in 2 contracts
Samples: Sales Contract, Sales Contract
RISK/TITLE. 6.1. 8.1 The Goods are at the risk of the Customer Buyer from the time of delivery either to the Buyer or his courier at the Company’s place of business or (if agreed by the Customer wrongfully fails parties pursuant to take 6.1 above) upon delivery by the Company to the Buyer’s place of business. Unloading of the Goods, Goods shall be done at the time when BZR has tendered delivery risk of the GoodsBuyer.
6.2. Notwithstanding delivery and the passing of risk in the Goods, 8.2 Until ownership of the Goods shall not pass has passed to the Customer until BZR has received in full (in cash or cleared funds) all sums due to it in respect ofBuyer, the Buyer shall:
6.2.1 8.2.1 hold the Goods on a fiduciary basis as bailee for the Company;
8.2.2 store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party and marked in such a way that they are clearly identified as the Company’s property;
8.2.3 not to destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
6.2.2 all other sums which are or which become due to BZR from the Customer on any account.
6.3. Until such time as property and 8.2.4 maintain the Goods passes in satisfactory condition and keep them insured on the Company’s behalf against all risks to the Customer, reasonable satisfaction of the Customer Company. On request the Buyer shall hold produce the policy of insurance to the Company
8.2.5 notify the Company immediately if it becomes subject to any of the events listed in condition 10.2; and
8.2.6 give the Company such information relating to the Goods as BZR’s fiduciary agent and bailee, and shall keep the Company may require from time to time.
8.3 Notwithstanding that the Goods separate from those remain the property of the Customer and Company the third parties and properly stored, protected and insured and identified as BZR’s property, but the Customer Buyer may resell sell or use the Goods in the ordinary course of its business.
6.4the Buyer’s business at full market value for the account of the Company. Any such sale or dealing shall be a sale or use of the Company’s property by the Buyer on the Buyer’s own behalf and the Buyer shall deal as principal when making such sales or dealings. Until such time as the property and ownership the Goods passes to from the Customer (and provided Company the entire proceeds of the sale or otherwise of the Goods are still shall be held in existence 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.
8.4 The Buyer’s right to possession of the Goods shall terminate immediately if the Buyer becomes subject to any of the events listed in condition 10.2 or the Company reasonably believes that any such event is about to happen and notifies the Buyer accordingly, then, provided that the Goods have not been resold), or irrevocably incorporated into another product, and without limiting any right or remedy the Company may have, the Seller Company may at any time require the Customer Buyer to deliver up the Goods to BZRand, and if the Customer Buyer fails to do so forthwithpromptly, enter on any premises of the Customer Buyer or of any third party where the Goods are stored and repossess the Goodsin order to recover them.
6.5. 8.5 The Customer shall not be entitled to pledge or in any way charge by way of security for indebtedness any of the Goods which remain the property of BZR, but if the Customer does so all monies owing by the Company to BZR shall (without limiting any other right or remedy of BZR ) forthwith become due and payable.
6.6. BZR shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from BZRthe Company.
8.6 The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them. Where the Company is unable to determine whether any Goods in respect of which the Buyer’s right to possession has terminated, the Buyer shall be deemed to have sold all Goods of the kind sold by the Company to the Buyer in the order in which they were invoiced to the Buyer.
8.7 The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of Goods before ownership has passed to the Buyer. Without prejudice to the other rights of the Company, if the Buyer does so all sums owing by the Buyer to the Company shall forthwith become due and payable.
Appears in 1 contract
Samples: Sales Contracts
RISK/TITLE. 6.1. The 6.1 All Goods are dispatched at the Customer’s risk of the Customer as from delivery or at the time of when SDT tenders delivery or if the Customer wrongfully fails to take delivery of the Goodsor, where Goods are delivered ex-works, at the time when BZR has tendered delivery of SDT notifies the GoodsCustomer that the Goods are available for collection.
6.2. Notwithstanding delivery 6.2 Until full payment has been received by SDT for all Goods whatsoever supplied and for all services rendered at any time whether under the Contract or any other contract between SDT and the passing of risk Customer and for all monies whatsoever due to SDT, the property in the Goods, ownership of the Goods shall not pass to the Customer until BZR has received in full (in cash or cleared funds) all sums due to it in respect of:
6.2.1 the Goods; and
6.2.2 all other sums which are or which become due to BZR from the Customer on any accountremain with SDT.
6.3. 6.3 Until such time as property and the Goods title passes to the Customer, the Customer shall shall:
(i) hold the Goods as BZR’s fiduciary agent and bailee, and shall keep bailee for SDT;
(ii) store the Goods separate (at no cost to SDT) separately from those of the Customer and the third parties and properly stored, protected and insured and identified as BZR’s property, but the Customer may resell or use the Goods in the ordinary course of its business.
6.4. Until such time as the property and the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold), the Seller may at any time require the Customer to deliver up the Goods to BZR, and if the Customer fails to do so forthwith, enter on any premises all other goods of the Customer or any third party where in such a way that they remain readily identifiable as being the property of SDT;
(iii) not destroy, deface or obscure any identifying xxxx or packaging on or relating to the Goods; and
(iv) maintain the Goods in a satisfactory condition and keep them insured on SDT’s behalf for their full price against all risks to the reasonable satisfaction of SDT. On request the Customer shall produce the policy of insurance to SDT.
6.4 Should the Customer convert the Goods (or any of them) into a new product which combines or involves the mixture of any other goods or thing belonging to the Customer and in whatever proportions the conversion shall be effected by the Customer solely as bailee for SDT and SDT shall have the full legal and beneficial ownership of the new products.
6.5 Subject to conditions 6.6 and 6.7 below the Customer shall be at liberty to sell the Goods referred to in condition 6.4 above in the ordinary course of business at full market value on the basis that the proceeds of the sale shall be held by the Customer as trustee for SDT and that the Customer shall account to SDT on demand provided the Customer shall have no authority to enter into any contract or sale on behalf of SDT and any contract or sale shall accordingly be concluded in the name of the Customer.
6.6 SDT may at any time revoke the Customer’s power of sale by notice to the Customer if the Customer is in default for longer than seven days in the payment of any sum whatsoever due to SDT whether in respect of the Goods or any other goods supplied or services rendered at any time by SDT to the Customer or if any xxxx of exchange, cheque or any other negotiable instrument drawn or accepted by the Customer in favour of SDT is dishonoured on presentation for payment or if SDT has bona fide doubts as to the solvency of the Customer or for any other reason whatsoever.
6.7 The Customer’s right to possession of the Goods and power of sale shall automatically cease if:
(i) a receiver, administrator or administrative receiver is appointed over any of the assets or the undertaking of the Customer or if the Customer becomes subject to an administration order or if a winding-up order is made against the Customer or the Customer goes into voluntary liquidation (other than for the purposes of reconstruction or amalgamation) or causes a meeting of or makes any arrangement or composition with creditors or is made or becomes bankrupt or any proceedings are stored commenced relating to the insolvency or possible insolvency of the Customer; or
(ii) the Customer suffers or allows any execution, whether legal or equitable, to be levied on his property or obtained against him or fails to observe any of his obligations under the Contract or any other Contract between SDT and repossess the Customer or is unable to pay his debts within the meaning of section 123 of the Insolvency Xxx 0000 or the Customer ceases to trade; or
(iii) the Customer encumbers or in any way charges any of the Goods.
6.5. The 6.8 Upon determination of the Customer’s power of sale under condition 6.6 or 6.7above, the Customer shall not place the Goods at the disposal of SDT who shall be entitled to pledge or in any way charge by way of security for indebtedness any use such force as may be necessary to enter upon the premises of the Customer for the purposes of removing such Goods which remain from the property of BZR, but if premises (including severance from the Customer does so all monies owing by the Company to BZR shall (without limiting any other right or remedy of BZR ) forthwith become due and payablerealty where necessary).
6.6. BZR 6.9 SDT shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from BZRSDT.
Appears in 1 contract
Samples: Terms and Conditions of Purchase
RISK/TITLE. 6.18.1. The Goods are at the risk of the Customer Buyer from the time of delivery or if the Customer wrongfully fails to take delivery of the Goods, at the time when BZR has tendered delivery of the Goods.
6.2delivery. Notwithstanding delivery and the passing of risk Title in the Goods, ownership of the Goods shall not pass to the Customer Buyer until BZR the Supplier has received in full (in cash or cleared funds) all sums due to it in respect of:
6.2.1 of the Goods; and
6.2.2 Goods and all other sums which are or which become due to BZR the Supplier from the Customer Buyer on any account.
6.38.2. Until such time as property and title in the Goods passes has passed to the CustomerBuyer, the Customer shall Buyer shall:
8.2.1. hold the Goods as BZR’s on a fiduciary agent and bailee, and shall keep basis;
8.2.2. store the Goods separate (at no cost to the Supplier) separately from those all other goods of the Customer Buyer or any third party in such a way that they remain readily identifiable as the Supplier's property;
8.2.3. not destroy, deface or obscure any identifying mark on or relating to the Goods;
8.2.4. maintain the Goods in satisfactory condition and keep them insured on the third parties and properly storedSupplier's behalf for their full price against all risks to the reasonable satisfaction of the Supplier. On request the Buyer shall produce the policy of insurance to the Supplier;
8.2.5. notify the Supplier immediately if it becomes subject to any of the events listed in condition 8.3; and
8.2.6. give the Supplier such information relating to the Goods as the Supplier may require from time to time;
8.2.7. the Supplier shall have the right, protected and insured and identified as BZR’s propertyimmediately upon the Supplier being of the belief that the Buyer has not complied with the provisions of this clause 8, or has not or will not effect payment in terms of clause 5, to immediately, without any further notice, reclaim possession of the Goods without any prejudice to any of its rights in terms of this agreement; but the Customer Buyer may resell or use the Goods in the ordinary course of its businessbusiness (but not otherwise) before the Supplier receives payment for the Goods. However, if the Buyer resells the Goods before that time:
8.2.8. it does so as principal and not as the Supplier’s agent; and
8.2.9. title to the relevant Goods shall pass from the Supplier to the Buyer immediately before the time at which resale by the Buyer occurs.
6.48.3. Until If title to the Goods has not passed to the Buyer, the Buyer's right to possession of the Goods shall terminate immediately if:
8.3.1. the Buyer becomes sequestrated, liquidated or is placed into business rescue or makes an offer of compromise with its creditors; or
8.3.2. the Buyer suffers or allows any execution, whether legal or equitable, to be levied on its property or obtained against it, or is unable to pay its debts; or
8.3.3. generally commits any act of insolvency as defined in the Insolvency Act No. 24 of 1936;
8.3.4. any event occurs, or proceeding is taken, with respect to the Buyer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in conditions 8.3.1 to 8.3.2; or
8.3.5. the Buyer encumbers or in any way charges the Goods; or
8.3.6. the Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on all or substantially the whole of its business; or
8.3.7. the financial position of the Buyer deteriorates to such time as an extent that in the property and opinion of the Supplier the capability of the Buyer adequately to fulfil its obligations under the Contract has been placed in jeopardy.
8.4. If before title to the Goods passes to the Customer (Buyer the Buyer becomes subject to any of the events listed in condition 8.3, or the Supplier reasonably believes that any such event is about to happen and notifies the Buyer accordingly, then, provided that the Goods are still in existence and have not been resold), or irrevocably incorporated into another product, and without limiting any other right or remedy the Supplier may have, the Seller Supplier may at any time require the Customer Buyer to deliver up the Goods or may enter (pursuant to BZR, and if the Customer fails to do so forthwith, enter on condition 8.5) any premises of the Customer Buyer or of any third party where the Goods are stored and repossess the Goodsin order to recover them.
6.58.5. The Customer shall not Buyer grants the Supplier, its agents and employees an irrevocable licence at any time to enter the Delivery Point and any premises where the Goods are or may be entitled stored in order to pledge or in any way charge by way of security for indebtedness any inspect them, or, where the Buyer's right to possession has terminated, to remove and recover them.
8.6. On termination of the Goods which Contract, howsoever caused, the Supplier's rights contained in this condition 8 shall remain the property of BZR, but if the Customer does so all monies owing by the Company to BZR shall (without limiting any other right or remedy of BZR ) forthwith become due and payablein effect.
6.6. BZR shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from BZR.
Appears in 1 contract
Samples: Sales Contracts
RISK/TITLE. 6.1. The 6.1 All Goods are dispatched at the Customer’s risk of the Customer as from delivery or at the time of when SDT tenders delivery or if the Customer wrongfully fails to take delivery of the Goodsor, where Goods are delivered ex-works, at the time when BZR has tendered delivery of SDT notifies the GoodsCustomer that the Goods are available for collection.
6.2. Notwithstanding delivery 6.2 Until full payment has been received by SDT for all Goods whatsoever supplied and for all services rendered at any time whether under the Contract or any other contract between SDT and the passing of risk Customer and for all monies whatsoever due to SDT, the property in the Goods, ownership of the Goods shall not pass to the Customer until BZR has received in full (in cash or cleared funds) all sums due to it in respect of:
6.2.1 the Goods; and
6.2.2 all other sums which are or which become due to BZR from the Customer on any accountremain with SDT.
6.3. 6.3 Until such time as property and the Goods title passes to the Customer, the Customer shall shall:
(i) hold the Goods as BZR’s fiduciary agent and bailee, and shall keep bailee for SDT;
(ii) store the Goods separate (at no cost to SDT) separately from those of the Customer and the third parties and properly stored, protected and insured and identified as BZR’s property, but the Customer may resell or use the Goods in the ordinary course of its business.
6.4. Until such time as the property and the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold), the Seller may at any time require the Customer to deliver up the Goods to BZR, and if the Customer fails to do so forthwith, enter on any premises all other goods of the Customer or any third party where in such a way that they remain readily identifiable as being the property of SDT;
(iii) not destroy, deface or obscure any identifying xxxx or packaging on or relating to the Goods; and
(iv) maintain the Goods in a satisfactory condition and keep them insured on SDT’s behalf for their full price against all risks to the reasonable satisfaction of SDT. On request the Customer shall produce the policy of insurance to SDT.
6.4 Should the Customer convert the Goods (or any of them) into a new product which combines or involves the mixture of any other goods or thing belonging to the Customer and in whatever proportions the conversion shall be effected by the Customer solely as bailee for SDT and SDT shall have the full legal and beneficial ownership of the new products.
6.5 Subject to conditions 6.6 and 6.7 below the Customer shall be at liberty to sell the Goods referred to in condition 6.4 above in the ordinary course of business at full market value on the basis that the proceeds of the sale shall be held by the Customer as trustee for SDT and that the Customer shall account to SDT on demand provided the Customer shall have no authority to enter into any contract or sale on behalf of SDT and any contract or sale shall accordingly be concluded in the name of the Customer.
6.6 SDT may at any time revoke the Customer’s power of sale by notice to the Customer if the Customer is in default for longer than seven days in the payment of any sum whatsoever due to SDT whether in respect of the Goods or any other goods supplied or services rendered at any time by SDT to the Customer or if any xxxx of exchange, cheque or any other negotiable instrument drawn or accepted by the Customer in favour of SDT is dishonoured on presentation for payment or if SDT has bona fide doubts as to the solvency of the Customer or for any other reason whatsoever.
6.7 The Customer’s right to possession of the Goods and power of sale shall automatically cease if:
(i) a receiver, administrator or administrative receiver is appointed over any of the assets or the undertaking of the Customer or if the Customer becomes subject to an administration order or if a winding- up order is made against the Customer or the Customer goes into voluntary liquidation (other than for the purposes of reconstruction or amalgamation) or causes a meeting of or makes any arrangement or composition with creditors or is made or becomes bankrupt or any proceedings are stored commenced relating to the insolvency or possible insolvency of the Customer; or
(ii) the Customer suffers or allows any execution, whether legal or equitable, to be levied on his property or obtained against him or fails to observe any of his obligations under the Contract or any other Contract between SDT and repossess the Customer or is unable to pay his debts within the meaning of section 123 of the Insolvency Xxx 0000 or the Customer ceases to trade; or
(iii) the Customer encumbers or in any way charges any of the Goods.
6.5. The 6.8 Upon determination of the Customer’s power of sale under condition 6.6 or 6.7above, the Customer shall not place the Goods at the disposal of SDT who shall be entitled to pledge or in any way charge by way of security for indebtedness any use such force as may be necessary to enter upon the premises of the Customer for the purposes of removing such Goods which remain from the property of BZR, but if premises (including severance from the Customer does so all monies owing by the Company to BZR shall (without limiting any other right or remedy of BZR ) forthwith become due and payablerealty where necessary).
6.6. BZR 6.9 SDT shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from BZRSDT.
Appears in 1 contract
Samples: Terms and Conditions of Purchase
RISK/TITLE. 6.1. The Goods are 8.1 Risk in the Products shall pass to the Buyer at the risk of the Customer from the time of delivery or or, if the Customer Buyer wrongfully fails to take delivery of the GoodsProducts, at the time when BZR t he Company has tendered delivery of the GoodsProducts.
6.2. Notwithstanding delivery and the passing of risk in the Goods, ownership 8.2 Ownership of the Goods Products shall not pass to the Customer Buyer until BZR the Company has received in full (in cash or cleared funds) all sums due to it in respect of:
6.2.1 of (a) the Goods; and
6.2.2 Products, and (b) all other sums which are or which become due to BZR the Company from the Customer Buyer on any account.
6.3. Until such time as property and ownership of the Goods passes Products has passed to the CustomerBuyer, the Customer shall hold Buyer shall: (a) keep the Products insured on the Company's behalf for its full price against all risks to the reasonable satisfaction of the Company; (b) store the Products separately from all other goods held by the Buyer so that they remain readily identifiable as the Company's property; (c) maintain the Products in satisfactory condition and keep it insured against all risks for their full price from the date of delivery; (d) notify the Company immediately if it becomes subject to any of the events listed in clause 8.3; and (e) give the Company such information relating to the Goods as BZRthe Company may require from time to time.
8.3 The Buyer’s fiduciary agent and bailee, and shall keep the Goods separate from those right to possession of the Customer and Products shall terminate immediately if the third parties and properly storedBuyer goes into liquidation or a receiver, protected and insured and identified as BZR’s propertyadministrator, but or similar officer is appointed over all or substantially all of the Customer may resell assets of the Buyer, or use anything analogous to any of the Goods above under the laws of any applicable jurisdiction occurs in relation to the ordinary course of its businessBuyer.
6.4. Until such time as 8.4 The Buyer grants the property Company, its agents and the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold), the Seller may employees an irrevocable license at any time require the Customer to deliver up the Goods to BZR, and if the Customer fails to do so forthwith, enter on any premises of the Customer or any third party where the Goods are Products is or may be stored and repossess in order to inspect them, or, where the Goods.
6.5. The Customer shall not be entitled Buyer’s right to pledge or in any way charge by way of security for indebtedness any of the Goods which remain the property of BZRpossession has terminated, but if the Customer does so all monies owing by the Company to BZR shall (without limiting any other right or remedy of BZR ) forthwith become due and payable.
6.6. BZR shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from BZRt hem.
Appears in 1 contract
Samples: Terms and Conditions of Sale
RISK/TITLE. 6.1. 7.1 The Goods are at the risk of the Customer from the time of delivery delivery, or if when the Company notifies the Customer wrongfully fails to take delivery of that the Goods, at the time when BZR has tendered delivery of the GoodsGoods are available for collection.
6.2. Notwithstanding delivery and the passing of risk in the Goods, ownership 7.2 Ownership of the Goods shall not pass to the Customer until BZR the Company has received in full (in cash or cleared funds) all sums due to it in respect of:
6.2.1 of the Goods; and
6.2.2 Goods and all other sums which are or which become due to BZR the Company from the Customer on any account.
6.3. Until such time as property and the Goods passes to the Customer, the Customer shall hold the Goods as BZR’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Customer and the third parties and properly stored, protected and insured and identified as BZR’s property, but the Customer may resell or use the Goods in the ordinary course of its business.
6.4. Until such time as the property and the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold), the Seller may at any time require the Customer to deliver up the Goods to BZR, and if the Customer fails to do so forthwith, enter on any premises of the Customer or any third party where the Goods are stored and repossess the Goods.
6.5. The Customer shall not be entitled to pledge or in any way charge by way of security for indebtedness any of the Goods which remain the property of BZR, but if the Customer does so all monies owing by the Company to BZR shall (without limiting any other right or remedy of BZR ) forthwith become due and payable.
6.6. BZR shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from BZRthe Company.
7.3 Until ownership of the Goods has passed to the Customer, the Customer shall hold the Goods on a fiduciary basis as the Company’s bailee and shall store the Goods (at no cost to the Company) separately from all other goods of the Customer or any third party and properly store protected, insured, in satisfactory condition and identified as the Company’s property.
7.4 Until ownership of the Goods has passed to the Customer, the Customer shall be entitled to resell or use the Goods in the ordinary course of business but shall account to the Company for the proceeds of sale of the Goods including insurance proceeds and shall keep such proceeds separate from the moneys of the Customer and third parties.
7.5 The Customer’s right to possession of the Goods shall terminate immediately if:
7.5.1 the Customer has a bankruptcy, administration or winding up order made against him or otherwise takes the benefit of any Act for the time being in force for the relief of insolvent debtors, or convenes a meeting of creditors (whether formal or informal), or otherwise enters into liquidation (whether voluntary or compulsory); or
7.5.2 the Customer fails to observe/perform any of his/its obligations under the Contract or any other contract between the Company and the Customer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Xxx 0000 or the Customer ceases to trade; or
7.5.3 the Customer encumbers or in any way charges any of the Goods.
7.6 The Customer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Customer’s right to possession has terminated, to recover them (without being liable for any damage caused by so doing) and so terminate (without liability to the Customer) the Customer’s right to possess, use or otherwise deal with the Goods.
Appears in 1 contract
Samples: Terms and Conditions of Sale
RISK/TITLE. 6.1. 6.1 The Goods are at the risk of the Customer Buyer from the time of delivery or if as defined by the Customer wrongfully fails to take delivery of the Goods, at the time when BZR has tendered delivery of the Goodsapplicable ICC 2010 INCOTERM.
6.2. Notwithstanding delivery and the passing of risk in the Goods, ownership 6.2 Ownership of the Goods shall not pass to the Customer Buyer until BZR the Company has received in full (full, in cash or cleared funds) , all sums due to it in respect of:
6.2.1 (a) The Goods; and
(b) All other sums due to the Company from the Buyer on any account.
6.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:
(a) Hold the Goods on a fiduciary basis as a bailee of the Company;
(b) Store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the property of the Company;
(c) Not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
6.2.2 (d) Maintain the Goods in satisfactory condition and keep them insured on behalf of the Company for their full price against all other sums which are or which become due risks to BZR from the Customer on any accountreasonable satisfaction of the Company. On request the Buyer shall produce the policy of insurance to the Company.
6.3. Until such time as property and 6.4 The Buyer may resell the Goods passes before ownership has passed to it solely on the Customer, the Customer following conditions:
(a) Any sale shall hold the Goods as BZR’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Customer and the third parties and properly stored, protected and insured and identified as BZR’s property, but the Customer may resell or use the Goods be effected in the ordinary course of its businessthe business of the Buyer at full market value; and
(b) Any such sale shall be a sale of the property of the Company on the own behalf of the Buyer and the Buyer shall deal as principal when making such a sale.
6.4. Until such 6.5 The right of the Buyer to possession of the Goods 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 as being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors, or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
(b) The Buyer suffers or allows any execution, whether legal or equitable, to be levied on 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 Goods passes Buyer, or is unable to pay its debts, or the Customer Buyer ceases to trade; or
(and provided the Goods are still c) The Buyer encumbers or in existence and have not been resold), the Seller may at any time require the Customer to deliver up the Goods to BZR, and if the Customer fails to do so forthwith, enter on way charges any premises of the Customer or any third party where the Goods are stored and repossess the Goods.
6.5. 6.6 The Customer shall not be entitled to pledge or in any way charge by way of security for indebtedness any of the Goods which remain the property of BZR, but if the Customer does so all monies owing by the Company to BZR shall (without limiting any other right or remedy of BZR ) forthwith become due and payable.
6.6. BZR shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from BZRthe Company.
6.7 The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the right of the Buyer to possession has terminated, to recover them.
6.8 Where the Company is unable to determine whether any Goods are the goods in respect of which the right of the Buyer to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by the Company to the Buyer in the order in which they were invoiced to the Buyer.
6.9 On termination of the Contract, howsoever caused, the rights of the Company (but not of the Buyer) contained in this condition 6 shall remain in effect.
Appears in 1 contract
Samples: Sales Contracts
RISK/TITLE. 6.17.1. The Goods are at If the risk Company retains ownership of the Customer goods nonetheless, all risk for the goods passes to the Buyer from the time of delivery or if delivery. The Company will not accept any liability to the Customer wrongfully fails Buyer for any damage to take delivery the Goods occurring after risk has transferred to the Buyer.
7.2. If any of the Goodsgoods are damaged or destroyed following delivery but prior to ownership passing to the Buyer, at the time when BZR has tendered delivery Company is entitled to receive all insurance proceeds payable for the goods. The production of these terms and conditions by the Company is sufficient evidence
7.3. It is the intention of the Goods.
6.2. Notwithstanding delivery Company and agreed by the passing of risk in the Goods, Buyer that ownership of the Goods shall not pass to the Customer until BZR Buyer until:
7.3.1. the Company has received in full (in cash or cleared funds) all sums due to it in respect of:
6.2.1 of the Goods; and
6.2.2 7.3.2. the Buyer has met all other sums which are or which become obligations due by the Buyer to BZR from the Customer on any account.Company in respect of all contracts between the Company and the Buyer
6.37.4. It is further agreed that
7.4.1. where practicable the goods shall be kept separate and identifiable until the conditions of 6.3 have been met, and
7.4.2. Until such time as ownership of the goods shall pass from the Company to the Buyer the
7.4.3. the Company shall have the right of stopping the goods in transit whether or not delivery has been made, and
7.4.4. if the Buyer fails to return the goods to the Company then the Company or the Company’s
7.4.5. the Buyer is only a bailee of the goods and until such time as the Company has received payment in full for the goods then the Buyer shall hold any proceeds from the sale or disposal of the goods on trust for the Company, and
7.4.6. the Buyer shall not deal with the money of the Company in any way which may be adverse to the Company, and
7.4.7. the Buyer shall not charge the goods in any way nor grant nor otherwise give any interest in the goods while they remain the property and of the Goods Company, and
7.4.8. the Company can issue proceedings to recover the price of the goods notwithstanding that ownership of the goods may not have passed to the Buyer, and
7.4.9. Until such a time that ownership in the goods passes to the CustomerBuyer, if the goods are converted into other products, the Customer shall hold parties agree that the Company will be the owner of the end products.
7.4.10. not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
7.4.11. Maintain the Goods as BZRin satisfactory condition and keep them insured on the Company’s fiduciary agent and bailee, and behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Buyer shall keep produce the policy of insurance to the Company.
7.5. The Buyer may resell the Goods separate from those of before ownership has passed to it solely on the Customer and the third parties and properly stored, protected and insured and identified as BZR’s property, but the Customer may resell or use the Goods following conditions:-
7.5.1. any sale shall be effected in the ordinary course of its businessthe Buyer’s business at full market value; and
7.5.2. Any such sale shall be a sale of the Company’s property on the Buyer’s own behalf and the Buyer shall deal as principal when making such a sale.
6.47.5.3. Until such time as the property and The Buyer’s right to possession of the Goods passes to shall terminate immediately if:
7.5.3.1. The Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the Customer benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (and provided the Goods are still in existence and have not been resoldbeing a body corporate) convenes a meeting of creditors (whether formal or informal), the Seller may at or enters into liquidation
7.5.3.2. The Buyer suffers or allows any time require the Customer execution, whether legal or equitable, to deliver up the Goods to BZR, and if the Customer fails to do so forthwith, enter be levied on his/
7.5.3.3. The Buyer encumbers or in any premises way charges any of the Customer or any third party where the Goods are stored and repossess the Goods.
6.57.5.4. The Customer shall not be entitled to pledge or in any way charge by way of security for indebtedness any of the Goods which remain the property of BZR, but if the Customer does so all monies owing by the Company to BZR shall (without limiting any other right or remedy of BZR ) forthwith become due and payable.
6.6. BZR shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from BZRthe Company.
7.5.5. The Buyer grants the Company, its agents and employees an irrevocable license at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.
7.5.6. Where the Company is unable to determine whether any Goods are the Goods in respect
7.5.7. On termination of the Contract, howsoever caused, the Company’s (but not the Buyer’s) rights contained in this condition 7 shall remain in effect.
Appears in 1 contract
Samples: Terms and Conditions
RISK/TITLE. 6.1. The Goods are at the risk of to the Customer from the time of delivery or if the Customer wrongfully fails to take delivery of the Goods, at the time when BZR has tendered delivery of the Goods.
6.2. Notwithstanding delivery and the passing of risk in the Goods, ownership of the Goods shall not pass to the Customer until BZR has received in full (in cash or cleared funds) all sums due to it it. in respect of:
6.2.1 the Goods; and
6.2.2 all other sums which are are, or which become due to BZR from the Customer on any account.
6.3. Until such time as property and the Goods passes to the Customer, the Customer shall hold the Goods as BZR’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Customer and the third parties and properly stored, protected and insured and identified as BZR’s property, but the Customer may resell or use the Goods in the ordinary course of its business.
6.4. Until such time as the property and the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold), the Seller may at any time require the Customer to deliver up the Goods to BZR, and if the Customer fails to do so forthwith, enter on any premises of the Customer or any third party where the Goods are stored and repossess the Goods.
6.5. The Customer shall not be entitled to pledge or in any way charge by way of security for indebtedness any of the Goods which remain the property of BZR, but if the Customer does so all monies owing by the Company to BZR shall (without limiting any other right or remedy of BZR ) forthwith become due and payable.
6.6. BZR shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from BZR.
Appears in 1 contract
Samples: Supply Agreement
RISK/TITLE. 6.1. 8.1 The Goods are at the risk of the Customer from the time of delivery or if the Customer wrongfully fails to take delivery of the Goods, at the time when BZR has tendered delivery of the Goods.
6.2. Notwithstanding delivery and the passing of risk in the Goods, ownership Goods shall pass to the Customer on completion of delivery.
8.2 Title to the Goods shall not pass to the Customer until BZR CCHBC has received in full (in cash or cleared funds) all sums due to it in respect of:
6.2.1 of (a) the Goods; and
6.2.2 Goods and (b) all other sums which are are, or which become due to BZR CCHBC from the Customer on any account.
6.3. 8.3 Until such time as property and title to the Goods passes has passed to the Customer, the Customer shall (a) hold the Goods on a fiduciary basis as BZRCCHBC’s fiduciary agent and bailee, and shall keep ; (b) maintain the Goods separate in satisfactory condition; and (c) store the Goods separately from those of the Customer and the third parties and properly storedany other goods in its possession.
8.4 Subject to paragraph 8.5, protected and insured and identified as BZR’s property, but the Customer may resell or use the Goods in the ordinary course of its business.
6.4business (but not otherwise) before CCHBC receives payment for the Goods. Until such time as However, if the property and Customer resells the Goods passes before that time:
a) it does so as principal and not as CCHBC’s agent; and;
b) title to the Goods shall pass from CCHBC to the Customer (immediately before the time at which resale by the Customer occurs.
8.5 The Customer’s right to possession and provided title of the Goods are still shall terminate immediately if (a) the Customer becomes subject to any of the events set out in existence paragraph 13.2; or (b) the Customer suffers or allows any execution, whether legal or equitable, to be levied on its property or obtained against it, or fails to observe or perform any of its obligations under the Agreement or any other contract between CCHBC and have not been resold)the Customer, or the Seller may Customer is unable to pay its debts when they fall due or the Customer ceases to trade; or (c) the Customer encumbers or in any way charges any of the Goods.
8.6 The Customer grants CCHBC, its agents and employees an irrevocable licence at any time require the Customer to deliver up the Goods to BZR, and if the Customer fails to do so forthwith, enter on any premises of the Customer or any third party where the Goods are or may be stored in order to inspect them, or, where the Customer’s right to possession and repossess the Goodstitle has terminated, to recover them.
6.5. The Customer shall not be entitled to pledge or in any way charge by way of security for indebtedness any 8.7 On termination of the Goods which Agreement, howsoever caused, CCHBC’s (but not the Customer’s) rights contained in this paragraph 8 shall remain the property of BZR, but if the Customer does so all monies owing by the Company to BZR shall (without limiting any other right or remedy of BZR ) forthwith become due and payablein effect.
6.6. BZR shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from BZR.
Appears in 1 contract
RISK/TITLE. 6.1. 8.1 The Goods are at the risk of the Customer from the time of delivery or if the Customer wrongfully fails to take delivery of the Goods, at the time when BZR has tendered delivery of the Goods.
6.2. Notwithstanding delivery and the passing of risk in the Goods, ownership Goods shall pass to the Customer on completion of delivery.
8.2 Title to the Goods shall not pass to the Customer until BZR CCHBC has received in full (in cash or cleared funds) all sums due to it in respect of:
6.2.1 of (a) the Goods; and
6.2.2 Goods and (b) all other sums which are or which become due to BZR CCHBC from the Customer on any account.
6.3. 8.3 Until such time as property and title to the Goods passes has passed to the Customer, the Customer shall (a) hold the Goods on a fiduciary basis as BZRCCHBC’s fiduciary agent and bailee, and shall keep ; (b) maintain the Goods separate in satisfactory condition; and (c) store the Goods separately from those of the Customer and the third parties and properly storedany other goods in its possession.
8.4 Subject to paragraph 8.5, protected and insured and identified as BZR’s property, but the Customer may resell or use the Goods in the ordinary course of its business.
6.4business (but not otherwise) before CCHBC receives payment for the Goods. Until such time as However, if the property and Customer resells the Goods passes before that time:
(a) it does so as principal and not as CCHBC’s agent; and;
(b) title to the Goods shall pass from CCHBC to the Customer (immediately before the time at which resale by the Customer occurs.
8.5 The Customer’s right to possession and provided title of the Goods are still shall terminate immediately if
(a) the Customer becomes subject to any of the events set out in existence paragraph 13.2; or (b) the Customer suffers or allows any execution, whether legal or equitable, to be levied on its property or obtained against it, or fails to observe or perform any of its obligations under the Agreement or any other contract between CCHBC and have not been resold)the Customer, or the Seller may Customer is unable to pay its debts when they fall due or the Customer ceases to trade; or (c) the Customer encumbers or in any way charges any of the Goods.
8.6 The Customer grants CCHBC its agents and employees an irrevocable licence at any time require the Customer to deliver up the Goods to BZR, and if the Customer fails to do so forthwith, enter on any premises of the Customer or any third party where the Goods are or may be stored in order to inspect them, or, where the Customer’s right to possession and repossess the Goodstitle has terminated, to recover them.
6.5. The Customer shall not be entitled to pledge or in any way charge by way of security for indebtedness any 8.7 On termination of the Goods which Agreement, howsoever caused, CCHBC’s (but not the Customer’s) rights contained in this paragraph 8 shall remain the property of BZR, but if the Customer does so all monies owing by the Company to BZR shall (without limiting any other right or remedy of BZR ) forthwith become due and payablein effect.
6.6. BZR shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from BZR.
Appears in 1 contract
Samples: Sales Contracts
RISK/TITLE. 6.18.1. The Goods are at the risk of the Customer Buyer from the time of delivery or if the Customer wrongfully fails to take delivery of the Goods, at the time when BZR has tendered delivery of the Goods.
6.2delivery. Notwithstanding delivery and the passing of risk Title in the Goods, ownership of the Goods shall not pass to the Customer Buyer until BZR the Supplier has received in full (in cash or cleared funds) all sums due to it in respect of:
6.2.1 of the Goods; and
6.2.2 Goods and all other sums which are or which become due to BZR the Supplier from the Customer Buyer on any account.
6.38.2. Until such time as property and title in the Goods passes has passed to the CustomerBuyer, the Customer shall Buyer shall:
8.2.1. hold the Goods as BZR’s on a fiduciary agent and bailee, and shall keep basis;
8.2.2. store the Goods separate (at no cost to the Supplier) separately from those all other goods of the Customer Buyer or any third party in such a way that they remain readily identifiable as the Supplier's property;
8.2.3. not destroy, deface or obscure any identifying xxxx on or relating to the Goods;
8.2.4. maintain the Goods in satisfactory condition and keep them insured on the third parties and properly storedSupplier's behalf for their full price against all risks to the reasonable satisfaction of the Supplier. On request the Buyer shall produce the policy of insurance to the Supplier;
8.2.5. notify the Supplier immediately if it becomes subject to any of the events listed in condition 8.3; and
8.2.6. give the Supplier such information relating to the Goods as the Supplier may require from time to time;
8.2.7. the Supplier shall have the right, protected and insured and identified as BZR’s propertyimmediately upon the Supplier being of the belief that the Buyer has not complied with the provisions of this clause 8, or has not or will not effect payment in terms of clause 5, to immediately, without any further notice, reclaim possession of the Goods without any prejudice to any of its rights in terms of this agreement; but the Customer Buyer may resell or use the Goods in the ordinary course of its businessbusiness (but not otherwise) before the Supplier receives payment for the Goods. However, if the Buyer resells the Goods before that time:
8.2.8. it does so as principal and not as the Supplier’s agent; and
8.2.9. title to the relevant Goods shall pass from the Supplier to the Buyer immediately before the time at which resale by the Buyer occurs.
6.48.3. Until If title to the Goods has not passed to the Buyer, the Buyer's right to possession of the Goods shall terminate immediately if:
8.3.1. the Buyer becomes sequestrated, liquidated or is placed into business rescue or makes an offer of compromise with its creditors; or
8.3.2. the Buyer suffers or allows any execution, whether legal or equitable, to be levied on its property or obtained against it, or is unable to pay its debts; or
8.3.3. generally commits any act of insolvency as defined in the Insolvency Act No. 24 of 1936;
8.3.4. any event occurs, or proceeding is taken, with respect to the Buyer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in conditions 8.3.1 to 8.3.2; or
8.3.5. the Buyer encumbers or in any way charges the Goods; or
8.3.6. the Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on all or substantially the whole of its business; or
8.3.7. the financial position of the Buyer deteriorates to such time as an extent that in the property and opinion of the Supplier the capability of the Buyer adequately to fulfil its obligations under the Contract has been placed in jeopardy.
8.4. If before title to the Goods passes to the Customer (Buyer the Buyer becomes subject to any of the events listed in condition 8.3, or the Supplier reasonably believes that any such event is about to happen and notifies the Buyer accordingly, then, provided that the Goods are still in existence and have not been resold), or irrevocably incorporated into another product, and without limiting any other right or remedy the Supplier may have, the Seller Supplier may at any time require the Customer Buyer to deliver up the Goods or may enter (pursuant to BZR, and if the Customer fails to do so forthwith, enter on condition 8.5) any premises of the Customer Buyer or of any third party where the Goods are stored and repossess the Goodsin order to recover them.
6.58.5. The Customer shall not Buyer grants the Supplier, its agents and employees an irrevocable licence at any time to enter the Delivery Point and any premises where the Goods are or may be entitled stored in order to pledge or in any way charge by way of security for indebtedness any inspect them, or, where the Buyer's right to possession has terminated, to remove and recover them.
8.6. On termination of the Goods which Contract, howsoever caused, the Supplier's rights contained in this condition 8 shall remain the property of BZR, but if the Customer does so all monies owing by the Company to BZR shall (without limiting any other right or remedy of BZR ) forthwith become due and payablein effect.
6.6. BZR shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from BZR.
Appears in 1 contract
Samples: Sales Contracts
RISK/TITLE. 6.1. 6.1 The Goods are at the risk of the Customer from the time of delivery or if the Customer wrongfully fails to take delivery of the Goods, at the time when BZR has tendered delivery of the Goodsdelivery.
6.2. Notwithstanding delivery and the passing of risk in the Goods, ownership 6.2 Ownership of the Goods shall not pass to the Customer until BZR the Company has received in full (in cash or cleared funds) all sums due to it in respect of:
6.2.1 (a) the GoodsGoods and/or Services; and
6.2.2 (b) all other sums which are or which become due to BZR the Company from the Customer on any account.
6.3. 6.3 Until such time as property and ownership of the Goods passes has passed to the Customer, the Customer shall must:
(a) hold the Goods on a fiduciary basis as BZRthe Company’s fiduciary agent and bailee, and shall keep ;
(b) store the Goods separate from those of the Customer and the third parties and properly stored, protected and insured and identified as BZR’s property, but the Customer may resell or use the Goods in the ordinary course of its business.
6.4. Until such time as the property and the Goods passes (at no cost to the Customer (and provided the Company) separately from all other Goods are still in existence and have not been resold), the Seller may at any time require the Customer to deliver up the Goods to BZR, and if the Customer fails to do so forthwith, enter on any premises of the Customer or any third party where in such a way that they remain readily identifiable as the Company’s property;
(c) not destroy, deface or obscure any identifying xxxx or packaging on or relating to the Goods;
(d) maintain the Goods in satisfactory condition and keep them insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Customer shall produce the policy of insurance to the Company; and
(e) hold the proceeds of the insurance referred to in condition 6.3(d) on trust for the Company and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.
6.4 The Customer may resell the Goods before ownership has passed to it solely on the following conditions:
(a) any sale shall be effected in the ordinary course of the Customer’s business at full market value; and
(b) any such sale shall be a sale of the Company’s property on the Customer’s own behalf and the Customer shall deal as principal when making such a sale.
6.5 The Customer’s right to possession of the Goods shall terminate immediately if:
(a) the Customer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are stored 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
(b) the Customer suffers or allows any execution, whether legal or equitable, to be levied on its property or obtained against it, or fails to observe/perform any of its obligations under the Contract or any other contract between the Company and repossess the Customer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Xxx 0000 or the Customer ceases to trade; or
(c) the Customer encumbers or in any way charges any of the Goods.
6.5. 6.6 The Customer shall not be entitled to pledge or in any way charge by way of security for indebtedness any of the Goods which remain the property of BZR, but if the Customer does so all monies owing by the Company to BZR shall (without limiting any other right or remedy of BZR ) forthwith become due and payable.
6.6. BZR shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from BZRthe Company.
6.7 The Customer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Customer’s right to possession has terminated, to recover them.
Appears in 1 contract
Samples: Conditions of Sale
RISK/TITLE. 6.1. 8.1 The Goods are at the risk of the Customer from the time of delivery or if the Customer wrongfully fails to take delivery of the Goods, at the time when BZR has tendered delivery of the Goodsdelivery.
6.2. Notwithstanding delivery and the passing of risk in the Goods, ownership 8.2 Ownership of the Goods shall not pass to the Customer until BZR the Company has received in full (in cash or cleared funds) all sums due to it in respect of:
6.2.1 8.2.1 the Goods; and
6.2.2 8.2.2 all other sums which are or which become due to BZR the Company from the Customer on any account.
6.3. 8.3 Until such time as property and ownership of the Goods passes has passed to the Customer, the Customer shall must:
8.3.1 hold the Goods on a fiduciary basis as BZR’s fiduciary agent and the Company's bailee, and shall keep ;
8.3.2 store the Goods separate from those of the Customer and the third parties and properly stored, protected and insured and identified as BZR’s property, but the Customer may resell or use the Goods in the ordinary course of its business.
6.4. Until such time as the property and the Goods passes ( at no cost to the Customer (and provided the Goods are still in existence and have not been resold), the Seller may at any time require the Customer to deliver up the Goods to BZR, and if the Customer fails to do so forthwith, enter on any premises Company) separately from all other goods of the Customer or any third party where in such a way that they remain readily identifiable as the Company's property;
8.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
8.3.4 maintain the Goods are stored in satisfactory condition insured on the Company's behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Customer shall produce the policy of insurance to the Company; and
8.3.5 hold the proceeds of the insurance referred to in condition 8.3.4 on trust for the Company and repossess not mix them with any other money, nor pay the Goodsproceeds into an overdrawn bank account.
6.5. 8.4 The Customer may resell the Goods before ownership has passed to it solely on the following conditions:
8.4.1 any sale shall not be entitled effected in the ordinary course of the Customer's business at full market value and the Customer shall hold such part of the proceeds of sale as represent the amount owed by the Customer to pledge the Company on behalf of the Company and the Customer shall account to the Company accordingly; and
8.4.2 any such sale shall be a sale of the Company's property on the Customer's own behalf and the Customer shall deal as principal when making such a sale
8.5 The Customer's right to possession of the Goods shall terminate immediately if:
8.5.1 the Customer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any Act for the time being in force for the relief of insolvent debtors, or (being a body corporate ) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer; or
8.5.2 the Customer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe/perform any of his/its obligations under the Contract or any other contract between the Company and the Customer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Customer ceases to trade; or
8.5.3 the Customer encumbers or in any way charge by way of security for indebtedness ways charges any of the Goods which remain the property of BZR, but if the Customer does so all monies owing by the Company or attempts to BZR shall (without limiting any other right or remedy of BZR ) forthwith become due and payabledo so.
6.6. BZR 8.6 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from BZRthe Company.
8.7 The Customer grants the Company, its agents and employees an irrecoverable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Customer's right to possession has terminated, to recover them.
Appears in 1 contract
Samples: Terms and Conditions