Common use of Security and Set Off Clause in Contracts

Security and Set Off. 9.1 Vendor may require Purchaser to provide satisfactory security for the purchase of Goods. Should Purchaser fail to fulfill the terms of payment under the Agreement, Vendor may defer further delivery of Goods until such payments are received or may, at its option, cancel further shipment of Goods. Vendor retains the right to register a lien or encumbrance against the Goods or other property of the Purchaser in which the Goods are incorporated. In the event title to the Goods vests in Purchaser prior to payment of the Price, Vendor shall retain a security interest in the Goods to secure Purchaser's obligation. Purchaser hereby grants Vendor a Purchase Money Security Interest (as defined in applicable statute) in the Goods and all proceeds thereof. The Vendor shall have all remedies available under applicable personal property legislation to enforce as a secured party in the event of non-payment. 9.2 Vendor may withhold any sum due to Purchaser as a set off against Purchaser's indebtedness to Vendor either under the Agreement or under any other agreement between the parties.