RISK/TITLE. 9.1 XXXX XXX & SONS is acting as agent of the Seller only and gives no warranty as to the Seller's title to the Goods. 9.2 Subject to clause 9.3, regardless of whether the Goods are already in the possession of the Buyer, title to the Goods shall pass to the Buyer only once XXXX XXX & SONS has received from the Buyer payment in full for all sums due to XXXX XXX & SONS and the Seller under the Contract. Unless expressly stated otherwise in writing by XXXX XXX & SONS, title to any Intellectual Property Rights which may subsist in the Goods shall not transfer to the Buyer. 9.3 Where XXXX XXX & SONS confirms in writing that the Buyer may pay for all or part of the sums due under the Contract by instalment, regardless of whether the Goods are already in the possession of the Buyer, title to the Goods shall pass to the Buyer only once XXXX XXX & SONS has received from the Buyer payment in full for all sums due to XXXX XXX & SONS and the Seller in each and every instalment under the Contract. 9.4 The Buyer acknowledges and accepts that the Seller may be a receiver, administrator, liquidator, or a trustee in bankruptcy. In such circumstances, the Seller (and XXXX XXX & SONS as agent on behalf of the Seller) will sell whatever right, title or interest the Seller may have (if any) to the Goods. Neither the Seller nor XXXX XXX & SONS warrants that the Goods are free from encumbrances. 9.5 Risk in the Goods shall pass to the Buyer from and including the date the Contract is formed under clause 4.3. 9.6 Until risk passes to the Buyer, the risk in the Goods remains with the Seller. XXXX XXX & SONS shall not be liable for any loss, theft, destruction of or damage caused to the Goods. 9.7 It is the Buyer's sole responsibility to obtain adequate insurance for the Goods from the time that risk passes to the Buyer. XXXX XXX & SONS and the Seller shall have no liability for the loss or theft of, or damage to, the Goods after this time. 9.8 No Goods shall be released to the Buyer or its agent until payment in full has been received by XXXX XXX & SONS for all sums due under the Contract and under any other contract with the Buyer for the sale of goods where XXXX XXX & SONS acts as agent or otherwise. 9.9 Until title to the Goods has passed to the Buyer, the Buyer shall (in relation to any Goods within its possession or control): 9.9.1 hold the Goods as the Seller's bailee; 9.9.2 store the Goods (at no cost to XXXX XXX & SONS or the Seller) separately from all other products of the Buyer or any third party in such a way that they remain readily identifiable as the Seller's property; 9.9.3 not destroy, deface or obscure any identifying mark or packaging on or relating to any of the Goods; 9.9.4 not combine or incorporate or annex any of the Goods into another product; 9.9.5 maintain the Goods in satisfactory condition and, without limitation to clause 9.7, keep them insured on the Seller's behalf for their full price against all risks to the reasonable satisfaction of XXXX XXX & SONS and the Seller. On request the Buyer shall produce the policy of insurance to XXXX XXX & SONS; 9.9.6 give XXXX XXX & SONS and/or the Seller access to any premises of the Buyer or any third party where any of the Goods are, or may (in the opinion of XXXX XXX & SONS or the Seller, as applicable) be stored, in order to recover the Goods; and 9.9.7 not be permitted to resell or use any of the Goods before XXXX XXX & SONS receives payment for all sums due under the Contract in full except with XXXX XXX & SONS prior consent and provided that such sale is in the ordinary course of its business (but not otherwise). If the Buyer resells any of the Goods before that time (a) it does so as principal and not as XXXX XXX & SONS or the Sellers agent; (b) title to the Goods shall pass from the Seller to the Buyer immediately before the time at which resale by the Buyer occurs; and (c) the Buyer shall hold the proceeds of sale on a fiduciary basis as the Seller's bailee.
Appears in 2 contracts
Samples: Private Treaty and Tender Sales Terms, Private Treaty and Tender Sales Terms
RISK/TITLE. 9.1 XXXX XXX & SONS is acting as agent of the Seller only and gives no warranty as to the Seller's title to the Goods.
9.2 Subject to clause 9.3, regardless of whether the Goods are already in the possession of the Buyer, title to the Goods shall pass to the Buyer only once XXXX XXX & SONS has received from the Buyer payment in full for all sums due to XXXX XXX & SONS and the Seller under the Contract. Unless expressly stated otherwise in writing by XXXX XXX & SONS, title to any Intellectual Property Rights which may subsist in the Goods shall not transfer to the Buyer.
9.3 Where XXXX XXX & SONS confirms in writing that the Buyer may pay for all or part of the sums due under the Contract by instalment, regardless of whether the Goods are already in the possession of the Buyer, title to the Goods shall pass to the Buyer only once XXXX XXX & SONS has received from the Buyer payment in full for all sums due to XXXX XXX & SONS and the Seller in each and every instalment under the Contract.
9.4 The Buyer acknowledges and accepts that the Seller may be a receiver, administrator, liquidator, or a trustee in bankruptcy. In such circumstances, the Seller (and XXXX XXX & SONS as agent on behalf of the Seller) will sell whatever right, title or interest the Seller may have (if any) to the Goods. Neither the Seller nor XXXX XXX & SONS warrants that the Goods are free from encumbrances.
9.5 10.1 Risk in the Goods shall pass to the Buyer from and including Customer when they are made available at the date the Contract is formed under clause 4.3Delivery Point.
9.6 Until risk passes to 10.2 Notwithstanding delivery, ownership of the Buyer, the risk in the Sale Goods remains shall stay with the Seller. XXXX XXX & SONS shall not be liable for any loss, theft, destruction of or damage caused to Supplier until the Goods.
9.7 It is the Buyer's sole responsibility to obtain adequate insurance for the Goods from the time that risk passes to the Buyer. XXXX XXX & SONS and the Seller shall have no liability for the loss or theft of, or damage to, the Goods after this time.
9.8 No Goods shall be released to the Buyer or its agent until payment Supplier has received in full has been received by XXXX XXX & SONS for (in cash or cleared funds) all sums due under to it in respect of:-
10.2.1 the Contract and under Sale Goods; and
10.2.2 all other sums which are or which become due to the Supplier from the Customer on any other contract with the Buyer for the sale of goods where XXXX XXX & SONS acts as agent or otherwiseaccount.
9.9 10.3 Until title to ownership of the Sale Goods has passed to the BuyerCustomer, the Buyer shall (in relation to any Goods within its possession or control):Customer must:-
9.9.1 10.3.1 hold the Sale Goods on a fiduciary basis as the Seller's Supplier’s bailee;
9.9.2 10.3.2 store the Sale Goods (at no cost to XXXX XXX & SONS or the SellerSupplier) separately from all other products goods of the Buyer Customer or any third party in such a way that they remain readily identifiable as the Seller's Supplier’s property;
9.9.3 10.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to any of the Sale Goods;
9.9.4 not combine or incorporate or annex any of the Goods into another product;
9.9.5 10.3.4 maintain the Sale Goods in satisfactory condition and, without limitation to clause 9.7, keep them insured on the Seller's behalf for their full price against all risks to the reasonable satisfaction of XXXX XXX & SONS and the Seller. On request the Buyer shall produce the policy of insurance to XXXX XXX & SONS;
9.9.6 give XXXX XXX & SONS and/or the Seller access to any premises of the Buyer or any third party where any of the Goods are, or may (in the opinion of XXXX XXX & SONS or the Seller, as applicable) be stored, in order to recover the Goodscondition; and
9.9.7 not be permitted to resell or use any 10.3.5 indemnify and keep indemnified the Supplier against all claims, damages, demands, costs, expenses and liabilities of whatsoever nature arising by virtue of the Supplier’s ownership of the Sale Goods.
10.4 The Customer may resell the Sale Goods before XXXX XXX & SONS receives payment for all sums due under ownership has passed to it solely on the Contract in full except with XXXX XXX & SONS prior consent and provided that such following conditions:-
10.4.1 any sale is shall be effected in the ordinary course of its the Customer’s business (but not otherwise). If at full market value; and
10.4.2 any such sale shall be a sale of the Buyer resells Supplier’s property on the Customer’s own behalf and the Customer shall deal as principal when making such a sale.
10.5 The Customer’s right to deal with the Sale Goods shall terminate immediately if:-
10.5.1 an Insolvency Event occurs in relation to the Customer; or
10.5.2 the Customer encumbers or in any way charges any of the Sale Goods.
10.6 The Supplier shall be entitled to recover payment for the Goods before notwithstanding that time (a) it does so as principal and ownership of any of the Sale Goods has not as XXXX XXX & SONS or passed from the Sellers agent; (b) title Supplier.
10.7 Until ownership of the Sale Goods has passed to the Customer, the Supplier (including its agents and employees) shall be entitled at any time on demand to:
10.7.1 enter any premises (without the need for consent from any third party) where the Sale Goods shall pass from are located for the Seller purpose of inspecting or repossessing them;
10.7.2 repossess the Sale Goods and, where the Sale Goods are incorporated or attached to other assemblies of fabrications, to remove the Sale Goods (without being liable for any damage thereby occasioned); and
10.7.3 sell all or any of the Sale Goods and thereby terminate (without any liability to the Buyer immediately before the time at which resale by the Buyer occurs; and (cCustomer) the Buyer shall hold Customer’s right to use or sell them.
10.8 The Supplier transfers to the proceeds Customer only such title and rights of sale on a fiduciary basis use as the Seller's baileeSupplier has in any Sale Goods and in the case of material provided by any third party shall transfer only such title and rights as that party had and has transferred to the Supplier.
Appears in 1 contract
Samples: Contract
RISK/TITLE. 9.1 XXXX XXX & SONS is acting as agent o The Goods are at the risk of the Seller only and gives no warranty as to the Seller's title to the Goods.
9.2 Subject to clause 9.3, regardless of whether the Goods are already in the possession of the Buyer, title to the Goods shall pass to the Buyer only once XXXX XXX & SONS has received from the Buyer payment time of delivery. o All goods remain the property of Express shopfittings London ltd until paid in ( full for or cleared funds) all sums due to XXXX XXX & SONS it in respect of: ▪ the Goods; and the Seller under the Contract. Unless expressly stated otherwise in writing by XXXX XXX & SONS, title to any Intellectual Property Rights ▪ All other sums which may subsist in the Goods shall not transfer are or which become due to the Buyer.
9.3 Where XXXX XXX & SONS confirms in writing that the Buyer may pay for all or part of the sums due under the Contract by instalment, regardless of whether the Goods are already in the possession of the Buyer, title to the Goods shall pass to the Buyer only once XXXX XXX & SONS has received Company from the Buyer payment in full for all sums due to XXXX XXX & SONS and the Seller in each and every instalment under the Contract.
9.4 The Buyer acknowledges and accepts that the Seller may be a receiver, administrator, liquidator, or a trustee in bankruptcyon any account. In such circumstances, the Seller (and XXXX XXX & SONS as agent on behalf o Until ownership of the Seller) will sell whatever right, title or interest the Seller may have (if any) to the Goods. Neither the Seller nor XXXX XXX & SONS warrants that the Goods are free from encumbrances.
9.5 Risk in the Goods shall pass to the Buyer from and including the date the Contract is formed under clause 4.3.
9.6 Until risk passes to the Buyer, the risk in the Goods remains with the Seller. XXXX XXX & SONS shall not be liable for any loss, theft, destruction of or damage caused to the Goods.
9.7 It is the Buyer's sole responsibility to obtain adequate insurance for the Goods from the time that risk passes to the Buyer. XXXX XXX & SONS and the Seller shall have no liability for the loss or theft of, or damage to, the Goods after this time.
9.8 No Goods shall be released to the Buyer or its agent until payment in full has been received by XXXX XXX & SONS for all sums due under the Contract and under any other contract with the Buyer for the sale of goods where XXXX XXX & SONS acts as agent or otherwise.
9.9 Until title to the Goods has passed to the Buyer, the Buyer shall (in relation to any Goods within its possession or control):
9.9.1 shall: ▪ hold the Goods as the Seller's bailee;
9.9.2 store the Goods (at no cost to XXXX XXX & SONS or the Seller) separately from all other products of the Buyer or any third party in such a way that they remain readily identifiable as the Seller's property;
9.9.3 not destroy, deface or obscure any identifying mark or packaging on or relating to any of the Goods;
9.9.4 not combine or incorporate or annex any of the Goods into another product;
9.9.5 maintain the Goods in satisfactory condition and, without limitation to clause 9.7, keep them insured on the Seller's behalf for their full price against all risks to the reasonable satisfaction of XXXX XXX & SONS and the Seller. On request the Buyer shall produce the policy of insurance to XXXX XXX & SONS;
9.9.6 give XXXX XXX & SONS and/or the Seller access to any premises of the Buyer or any third party where any of the Goods are, or may (in the opinion of XXXX XXX & SONS or the Seller, as applicable) be stored, in order to recover the Goods; and
9.9.7 not be permitted to resell or use any of the Goods before XXXX XXX & SONS receives payment for all sums due under the Contract in full except with XXXX XXX & SONS prior consent and provided that such sale is in the ordinary course of its business (but not otherwise). If the Buyer resells any of the Goods before that time (a) it does so as principal and not as XXXX XXX & SONS or the Sellers agent; (b) title to the Goods shall pass from the Seller to the Buyer immediately before the time at which resale by the Buyer occurs; and (c) the Buyer shall hold the proceeds of sale on a fiduciary basis as the SellerCompany's bailee; o The Buyer may resell the Goods before ownership has passed to it solely on the following conditions: ▪ any sale shall be effected in the ordinary course of the Buyer's business at full market value; and ▪ 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.
o The Buyer's right to possession of the Goods shall terminate immediately if: o 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 being in force for the relief of insolvent debtors. o 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.
o Where the Company is unable to determine whether any Goods are the 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 o On termination of the Contract, however caused, the Company's (but not the Buyer's) rights contained in this condition 6 shall remain in effect
Appears in 1 contract
Samples: Sales Contracts
RISK/TITLE. 9.1 XXXX XXX & SONS is acting as agent 7.1. The Goods are at the risk of the Seller only and gives no warranty as to Buyer from the Seller's title to the Goodstime of delivery.
9.2 Subject to clause 9.3, regardless 7.2. The legal or beneficial ownership of whether the Goods are already in the possession of the Buyer, title to the Goods shall not pass to the Buyer only once XXXX XXX & SONS until the Company has received from the Buyer payment in full for (in cash or cleared funds) all sums due to XXXX XXX & SONS and it in respect of:
(a) the Seller under the Contract. Unless expressly stated otherwise in writing by XXXX XXX & SONS, title to any Intellectual Property Rights Goods; and
(b) all other sums which may subsist in the Goods shall not transfer are or which become due to the Buyer.
9.3 Where XXXX XXX & SONS confirms in writing that the Buyer may pay for all or part of the sums due under the Contract by instalment, regardless of whether the Goods are already in the possession of the Buyer, title to the Goods shall pass to the Buyer only once XXXX XXX & SONS has received Company from the Buyer payment in full for all sums due to XXXX XXX & SONS and the Seller in each and every instalment under the Contracton any account.
9.4 The Buyer acknowledges 7.3. Until the legal and accepts that the Seller may be a receiver, administrator, liquidator, or a trustee in bankruptcy. In such circumstances, the Seller (and XXXX XXX & SONS as agent on behalf beneficial ownership of the Seller) will sell whatever right, title or interest the Seller may have (if any) to the Goods. Neither the Seller nor XXXX XXX & SONS warrants that the Goods are free from encumbrances.
9.5 Risk in the Goods shall pass to the Buyer from and including the date the Contract is formed under clause 4.3.
9.6 Until risk passes to the Buyer, the risk in the Goods remains with the Seller. XXXX XXX & SONS shall not be liable for any loss, theft, destruction of or damage caused to the Goods.
9.7 It is the Buyer's sole responsibility to obtain adequate insurance for the Goods from the time that risk passes to the Buyer. XXXX XXX & SONS and the Seller shall have no liability for the loss or theft of, or damage to, the Goods after this time.
9.8 No Goods shall be released to the Buyer or its agent until payment in full has been received by XXXX XXX & SONS for all sums due under the Contract and under any other contract with the Buyer for the sale of goods where XXXX XXX & SONS acts as agent or otherwise.
9.9 Until title to the Goods has passed to the Buyer, the Buyer shall shall:
(in relation to any Goods within its possession or control):
9.9.1 a) hold the Goods on a fiduciary basis as the SellerCompany's bailee;
9.9.2 (b) store the Goods (at no cost to XXXX XXX & SONS or the SellerCompany) separately from all other products goods of the Buyer or any third party in such a way that they remain readily identifiable as the SellerCompany's property;
9.9.3 (c) not destroy, deface or obscure any identifying mark xxxx or packaging on or relating to any of the Goods;; and
9.9.4 not combine or incorporate or annex any of the Goods into another product;
9.9.5 (d) maintain the Goods in satisfactory condition and, without limitation to clause 9.7, and keep them insured on the SellerCompany's behalf for their full price against all risks to the reasonable satisfaction of XXXX XXX & SONS and the SellerCompany. On request the Buyer shall produce the policy of insurance to XXXX XXX & SONS;the Company.
9.9.6 give XXXX XXX & SONS and/or the Seller access to any premises of the 7.4. The Buyer or any third party where any of the Goods are, or may (in the opinion of XXXX XXX & SONS or the Seller, as applicable) be stored, in order to recover the Goods; and
9.9.7 not be permitted to resell or use any of the Goods before XXXX XXX & SONS receives payment for all sums due under ownership has passed to it solely and strictly on the Contract in full except with XXXX XXX & SONS prior consent and provided following conditions:
(a) that such any sale is shall be effected in the ordinary course of its the Buyer's business at full market value;
(but not otherwise). If b) that any such sale shall be a sale of the Company's property on the Buyer's own behalf and the Buyer resells shall deal as principal when making such a sale;
(c) that any proceeds of re-sale shall be held in trust by the Buyer for the Company in a separate account until the Company has been paid in full; and
(d) that the Buyer shall notify all third party purchasers and any and all end-users of the Goods before that time (a) it does so as principal and not as XXXX XXX & SONS or of the Sellers agent; (b) existence of the retention of title to provisions set out in this clause 7 where the particular Goods shall pass from which form the Seller to the Buyer immediately before the time at which subject of any resale by the Buyer occurs; still remain in the ownership of the Company. In particular Buyer shall notify all third party purchasers and (cany and all end-users of the Goods that the functionality of the Goods may be deactivated remotely by the Company in the event of non-payment of the Goods.
7.5. The Buyer's right to possession of the Goods shall terminate immediately if:(a) the Buyer shall hold has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the proceeds benefit of sale on any statutory provision for the time being in force for the relief of insolvent debtors, or (being a fiduciary basis as body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent members voluntary liquidation for the Seller's bailee.purpose only of reconstruction or amalgamation, or has a receiver and/or examiner appointed to its undertaking or any part thereof, or documents are filed with the High Court for the appointment of an examiner of the Buyer or notice of intention to appoint a receiver is given by the Buyer or its directors or by a qualifying floating charge holder, 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 winding-up order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
Appears in 1 contract
Samples: Sales Contracts
