Common use of TITLE AND RISK Clause in Contracts

TITLE AND RISK. (TO APPLY WHEN THE GOODS ARE SUBJECT TO THE LAWS OF SCOTLAND) 6.1 Property and title in the Goods shall not pass to the Purchaser until the price due in terms of the contract has been received by the Company. Where the items to be supplied in terms of the contract are delivered in instalments this clause will apply to each instalment as if it formed the subject matter of a separate and independent contract. 6.2 Until the price of the Goods has been paid the Purchaser will hold and store the Goods as agent for the Company and in a manner which clearly distinguishes them from other Goods and products of the Purchaser and indicates that they are in fact owned by the Company and not by the Purchaser. 6.3 The Purchaser shall not sell or dispose of any individual consignment of or delivery of the Goods save as agent for the Company until the price due in terms of the contract has been received by the Company. 6.4 On the happening of any of the following events the Company may recover any of the Goods remaining in the Purchasers possession and the Company its agents or servants will obtain a court order to be entitled to remove any Goods for which the price has not been paid: - if the price of such Goods shall remain unpaid at the expiration of their allotted credit period; - if the Purchaser, being an individual has a petition presented for his or her sequestration or makes any arrangement or composition with his or her creditors or signs a Trust Deed for behalf of his or her creditors or has a Trustee, interim or otherwise, appointed to his or her estates; - if the Purchaser, being a Company makes any composition or arrangement with its creditors, has an administrative receiver or receiver appointed to any part of its property and assets, has a petition presented for the appointment of an administrator, interim or otherwise, or has any such administrator appointed, has any petition presented for its winding-up or any liquidator provisional interim or otherwise appointed or calls any meeting of its creditors, - if the Purchaser has any diligence carried out against it or its assets. 6.5 Notwithstanding the provisions of this clause risk in all Goods supplied shall pass to the Purchaser on delivery whereupon the Purchaser shall be liable for insurance of such Goods. 6.6 Sub clauses 6.1, 6.2, 6.3, 6.4 and 6.5 of this clause shall each be construed and receive effect as a separate clause of these conditions.

TITLE AND RISK. 8.1 Title in the Goods passes to the Purchaser on payment by the Purchaser of the Price in full. Where the Purchaser has not paid the Company the Price in full and risk has transferred, the Purchaser agrees to hold the Goods as a fiduciary for the Company. 8.2 Notwithstanding clause 8.1 above, risk in the Goods passes to the Purchaser from the first occurrence of: (TO APPLY WHEN THE GOODS ARE SUBJECT TO THE LAWS OF SCOTLAND) 6.1 Property and a) the passing of title in the Goods shall not pass to the Purchaser; (b) the physical delivery of the Goods to the Purchaser; (c) the time when the Goods have been dispatched from the premises of the Company or another location nominated by the Company, or placed on a carrier which is to effect delivery of the Goods from the Company or another location nominated by the Company to the Purchaser, where the carrier has been nominated, arranged or retained by the Purchaser; or (d) the time when the Goods arrive at the premises of the Purchaser (prior to being taken off the carrier) where the carrier which is to effect delivery of the Goods from the Company or another location nominated by the Company to the Purchaser until the price due in terms of the contract has been received nominated, arranged or retained by the Company. Where ; or (e) if Goods are stored by the items to be supplied in terms Company on behalf of the contract are delivered Purchaser in instalments this clause will apply to each instalment as if it formed the subject matter of a separate and independent contractaccordance with Clause 9. 6.2 Until the price 8.3 The Company is not liable for any loss or damage or deterioration of the Goods has been paid the Purchaser will hold and store after risk in the Goods as agent for the Company and in a manner which clearly distinguishes them from other Goods and products of the Purchaser and indicates that they are in fact owned by the Company and not by has passed to the Purchaser. 6.3 The Purchaser shall not sell or dispose of 8.4 In addition to any individual consignment of or delivery other rights the Company may have against the Purchaser, the Company may repossess the Goods if any amount due in respect of the Goods save as agent is outstanding or if the Company reasonably believes that any such amount will not be paid in full when it falls due for payment. The Purchaser grants the Company an irrevocable licence to enter upon any premises of the Purchaser for the Company until the price due in terms purpose of the contract has been received by the Company. 6.4 On the happening of any of the following events the Company may recover any taking possession of the Goods remaining in accordance with this clause. 8.5 The Purchaser may sell and deliver the Goods as the Company's fiduciary to a third party in the Purchasers possession and ordinary course of the Purchaser's business provided that: (a) where the Purchaser is paid by the third party for the Goods, the Purchaser shall account to the Company in respect of the payment in accordance with the Purchaser's fiduciary obligations; and (b) where the Purchaser is not paid by the third party the Purchaser agrees to assign to the Company its agents claim against the third party upon receiving the Company's written request to that effect. 8.6 For the purposes of clause 8.4 and clause 8.5, where the Company supplies particular Goods of the same or servants will obtain a court order to be entitled to remove any similar nature on multiple occasions, where the Purchaser does not make payment in respect of particular Goods, the non-payment is treated as being first in respect of particular Goods for which of the price has not been paid: - if same or similar nature still in the price possession of such Goods shall remain unpaid at the expiration of their allotted credit period; - if the Purchaser, being an individual has a petition presented for his or her sequestration or makes any arrangement or composition with his or her creditors or signs a Trust Deed for behalf and then against particular Goods which have passed out of his or her creditors or has a Trustee, interim or otherwise, appointed to his or her estates; - if the possession of the Purchaser, being a Company makes any composition or arrangement with its creditors, has an administrative receiver or receiver appointed to any part of its property and assets, has a petition presented for the appointment of an administrator, interim or otherwise, or has any such administrator appointed, has any petition presented for its winding-up or any liquidator provisional interim or otherwise appointed or calls any meeting of its creditors, - if the Purchaser has any diligence carried out against it or its assets. 6.5 Notwithstanding the provisions of this clause risk in all Goods supplied shall pass to the Purchaser on delivery whereupon the Purchaser shall be liable for insurance of such Goods. 6.6 Sub clauses 6.1, 6.2, 6.3, 6.4 and 6.5 of this clause shall each be construed and receive effect as a separate clause of these conditions.

TITLE AND RISK. (TO APPLY WHEN THE GOODS ARE SUBJECT TO THE LAWS OF SCOTLAND)7.1. Risk in the goods will pass to you at the time of delivery in accordance with Condition 5. 6.1 Property 7.2. Irrespective of the time when risk in the goods will pass, passing of property and title in the Goods shall not pass to will be determined as follows: a) You hereby acknowledge that the Purchaser property and title in the Goods will remain with TPOW until the price due you have made payment in terms full of the contract has been received by the Company. Where the items to be supplied Purchase Price and any other monies owing hereunder. b) Pending payment in terms full of the contract are delivered Purchase Price and any other monies owing hereunder: i) you will in instalments this clause will apply to each instalment as if it formed the subject matter of a separate and independent contract. 6.2 Until the price of all cases retain the Goods has been paid upon your premises (within the Purchaser will hold and store the Goods as agent for the Company and State or Territory of Australia that supply is made) in a manner which clearly distinguishes them from other Goods and products of the Purchaser and indicates such that they are readily identifiable as our property, and ii) you will not in fact owned by the Company and not by the Purchaser. 6.3 The Purchaser shall not sell any way deal with, part with possession or dispose or attempt to deal with, part with possession or dispose of any individual consignment of or delivery the Goods. c) In the event that you default in payment of the Goods save as agent for Purchase Price or any other monies owing hereunder or upon the Company until the price due in terms of the contract has been received by the Company. 6.4 On the happening occurrence of any of the following events specified in Condition 8, TPOW and its employees or agents will have the Company may recover right to enter your premises or any other premises where the Goods are known to be stored to repossess the goods, and for this purpose you will grant all reasonable access rights and TPOW will be entitled to do all things required to secure possession. Upon repossession of any of the goods TPOW will then be entitled, in its discretion, to resell the Goods remaining to any third party in which case you will not have any action whatsoever against TPOW for breach of contract or otherwise. d) If you sell or otherwise disposes of the Purchasers possession and Goods to a third party prior to making payment of the Company its agents Purchase Price or servants any other monies owing hereunder, TPOW will obtain a court order to be entitled to remove any Goods for which so much of the price has not been paid: - if the price proceeds of such Goods shall remain unpaid at sale equivalent to the expiration amount of their allotted credit period; - if the Purchaser, being an individual has a petition presented for his or her sequestration or makes any arrangement or composition with his or her creditors or signs a Trust Deed for behalf of his or her creditors or has a Trustee, interim or otherwise, appointed monies owing to his or her estates; - if the Purchaser, being a Company makes any composition or arrangement with its creditors, has an administrative receiver or receiver appointed to any part of its property and assets, has a petition presented for the appointment of an administrator, interim or otherwise, or has any such administrator appointed, has any petition presented for its winding-up or any liquidator provisional interim or otherwise appointed or calls any meeting of its creditors, - if the Purchaser has any diligence carried out against it or its assetsTPOW by you. 6.5 Notwithstanding the provisions of this clause risk in all Goods supplied shall pass 7.3. In addition to the Purchaser payment of any other monies payable by you to TPOW under this agreement, we will be entitled to charge for and recover from you on delivery whereupon demand all costs, loss or damage incurred by us in exercising any of our rights under Condition 7.2 above, including, but not limited to, the Purchaser shall be liable for insurance cost of such Goodsstorage, transportation and administration costs at our prevailing commercial rates. 6.6 Sub clauses 6.1, 6.2, 6.3, 6.4 and 6.5 of this clause shall each be construed and receive effect as a separate clause of these conditions.

TITLE AND RISK. Notwithstanding the Transporter loading an LNG cargo at the Loading Point and subject to Paragraph 7 of Part B and Paragraph 2.2 of Part C of Schedule 2 in respect of a Diverted Cargo or a Swapped Cargo, title to and all risks in respect of: 9.2.1 LNG loaded hereunder by the Transporter at the Loading Point (TO APPLY WHEN THE GOODS ARE SUBJECT TO THE LAWS OF SCOTLAND)"Loaded Cargo") shall remain with Project Co; and 6.1 Property and title 9.2.2 any LNG held in the Goods shall not pass relevant LNG Tanker prior to the Purchaser until loading of the price due Loaded Cargo and which is comingled with the Loaded Cargo in the LNG Tanker (the “FOB Heel”), shall remain with the Transporter (in that the Transporter shall retain title to and all risks in respect of the share of the commingled LNG that is equal to the quantity (in MMBtus) of the FOB Heel), provided that where the Loaded Cargo is delivered by the Transporter (on behalf of Project Co) to DES Buyer at the Delivery Point or to another Third Party buyer at the delivery point under the terms of a Mitigation Sale, (1) Project Co's share of the contract has been received by commingled LNG in the Company. Where the items relevant LNG Tanker shall be deemed to be supplied unloaded first; and (2) if the quantity (in terms MMBtus) delivered to DES Buyer or the relevant Third Party, as applicable, will result in a heel remaining upon completion of such delivery that is less than the FOB Heel (in MMBtus) (the amount (in MMBtus) by which the FOB Heel exceeds such remaining heel, the “Delivered FOB Heel”), then title to and all risks in respect of that portion of the contract are delivered FOB Heel equal to the Delivered FOB Heel shall pass from the Transporter to Project Co immediately prior to delivery of such quantity to DES Buyer or the relevant Third Party, as applicable; 9.2.3 any LNG remaining in instalments this clause will apply to each instalment as if it formed the subject matter of a separate and independent contract. 6.2 Until the price of the Goods has been paid the Purchaser will hold and store the Goods as agent for the Company and in a manner which clearly distinguishes them from other Goods and products of the Purchaser and indicates that they are in fact owned by the Company and not by the Purchaser. 6.3 The Purchaser shall not sell or dispose of any individual consignment of or relevant LNG Tanker following delivery of the Goods save Delivered Cargo or the cargo relating to the Mitigation Sale, as agent for the Company until the price due applicable, in terms excess of the contract has been received by the Company. 6.4 On the happening of any quantity of the following events FOB Heel shall pass from Project Co to the Company may recover any Transporter upon completion of unloading of the Goods remaining in Delivered Cargo or the Purchasers possession and the Company its agents or servants will obtain a court order to be entitled to remove any Goods for which the price has not been paid: - if the price of such Goods shall remain unpaid at the expiration of their allotted credit period; - if the Purchaser, being an individual has a petition presented for his or her sequestration or makes any arrangement or composition with his or her creditors or signs a Trust Deed for behalf of his or her creditors or has a Trustee, interim or otherwise, appointed to his or her estates; - if the Purchaser, being a Company makes any composition or arrangement with its creditors, has an administrative receiver or receiver appointed to any part of its property and assets, has a petition presented for the appointment of an administrator, interim or otherwise, or has any such administrator appointed, has any petition presented for its winding-up or any liquidator provisional interim or otherwise appointed or calls any meeting of its creditors, - if the Purchaser has any diligence carried out against it or its assets. 6.5 Notwithstanding the provisions of this clause risk in all Goods supplied shall pass cargo relating to the Purchaser on delivery whereupon the Purchaser Mitigation Sale, as applicable. The transfers contemplated by Xxxxxx 9.2.2 and Clause 9.2.3 shall be liable for insurance of such Goodsat no additional compensation to either Project Co or the Transporter. 6.6 Sub clauses 6.1, 6.2, 6.3, 6.4 and 6.5 of this clause shall each be construed and receive effect as a separate clause of these conditions.

TITLE AND RISK. (TO APPLY WHEN THE GOODS ARE SUBJECT TO THE LAWS OF SCOTLAND) 6.1 Property and title 7.1 All risk in the Goods purchased shall not unless otherwise expressly agreed in writing by the Company pass to the Purchaser until Buyer upon the price due in terms earlier of: (a) delivery of the contract has been received goods to the Buyer or his agent or to a carrier commissioned by the Buyer; or (b) collection of the Goods from the Company’s premises by the Buyer or his agent, or a carrier commissioned by the Buyer. 7.2 In relation to the provision of services by the Company. Where , all risk in the items works to be supplied in terms which the services relate shall remain with the Buyer for the duration of the contract are delivered in instalments this clause will apply Term, and the Buyer shall indemnify the Company for all loss or damage to each instalment as if it formed such works, regardless of the subject matter cause of a separate and independent contractsuch loss or damage. 6.2 Until 7.3 On all sales, the price Buyer takes all risk during transit, the Company being responsible only for delivery of the goods up to the point of loading. 7.4 Title in each unit of the Goods purchased shall pass to the Buyer only upon payment in full of the Purchase Order Price and satisfaction of all other obligations due by the Buyer to the Company. 7.5 The Buyer acknowledges that until the Buyer has been met and paid all that is owed to the Purchaser will hold and store Company, the Buyer holds the Goods as bailee for the Company and that a fiduciary relationship exists between the Buyer and the Company. 7.6 Until the Company receives full payment of all monies due to it from the Buyer, the Buyer shall keep the Goods separate and unattached to real property, readily identifiable and traceable, in good condition as a fiduciary of the Company, clearly showing the Company’s ownership of the Goods and, shall keep books recording the Company’s ownership of the Goods and the Buyer’s sales. 7.7 If the Buyer defaults any term of the Agreement, the Company may take possession of the Goods wherever the Goods are located and the Buyer agrees that representatives of the Company may ingress and egress the Buyer’s premises (without notice as invitee of the Buyer) owned, occupied or used by the Buyer, or any premises where the Goods are situated and take possession of the Goods. 7.8 The Buyer covenants with the Company not to charge, pledge, mortgage or otherwise encumber the Goods in any way or grant nor otherwise give any Security Interest in the Goods while they remain the property of the Company. 7.9 Each sub-clause of this clause 7 is separate, severable and distinct. 7.10 Until the date of payment the Buyer agrees that if it mixes the Goods sold hereunder or if the Goods become constituent of any other object the Company will have proprietary rights, title and interest in the accession, the mixed goods or such other object until the Buyer has paid all that is owing to the Company to the absolute satisfaction of the Company. If the Buyer sells the Goods sold hereunder either individually, subject to accession or mixed or any other object with which the Goods have become constituent the Buyer agrees that it sells such Goods or objects as agent for the Company and remains accountable to the Company until all sums owing to the Company in a manner which clearly distinguishes them from other relation to these Goods and products have been paid to the absolute satisfaction of the Purchaser and indicates that they are in fact owned Company. No claim will be recognised by the Company unless made in writing and not received by the Purchaser. 6.3 Company within seven (7) days after receipt of goods by the Buyer. The Purchaser total amount of any claim shall not sell exceed the actual invoice or dispose of any individual consignment of or delivery contract value of the Goods save as agent for the Company until the price due in terms of the contract has been received by the Company. 6.4 On the happening of any of the following events the Company may recover any of the Goods remaining in the Purchasers possession and the Company its agents or servants will obtain a court order claimed to be entitled to remove any Goods for which the price has not been paid: - if the price of such Goods shall remain unpaid at the expiration of their allotted credit period; - if the Purchaser, being an individual has a petition presented for his or her sequestration or makes any arrangement or composition with his or her creditors or signs a Trust Deed for behalf of his or her creditors or has a Trustee, interim or otherwise, appointed to his or her estates; - if the Purchaser, being a Company makes any composition or arrangement with its creditors, has an administrative receiver or receiver appointed to any part of its property and assets, has a petition presented for the appointment of an administrator, interim or otherwise, or has any such administrator appointed, has any petition presented for its winding-up or any liquidator provisional interim or otherwise appointed or calls any meeting of its creditors, - if the Purchaser has any diligence carried out against it or its assetsfaulty. 6.5 Notwithstanding the provisions of this clause risk in all Goods supplied shall pass to the Purchaser on delivery whereupon the Purchaser shall be liable for insurance of such Goods. 6.6 Sub clauses 6.1, 6.2, 6.3, 6.4 and 6.5 of this clause shall each be construed and receive effect as a separate clause of these conditions.

TITLE AND RISK. 8.1 Title in the Goods passes to the Purchaser on payment by the Purchaser of the Price in full. Where the Purchaser has not paid the Company the Price in full, the Purchaser agrees to hold the Goods as a fiduciary for the Company. (TO APPLY WHEN THE GOODS ARE SUBJECT TO THE LAWS OF SCOTLAND)a) All goods remain the property of the Company until receipt of all monies owing by the Purchaser to the Company. 6.1 Property (b) Until all monies owing by the Purchaser to the Company have been paid the Purchaser shall hold the goods as bailee for the company and as fiduciary agent for the Company. The Purchaser shall store the goods separately from other goods so as to render them capable of separate identification. (c) If the Purchaser re-sells the goods or any part of them before receipt by the Company of all monies owing by the Purchaser to the Company, the Purchaser shall account to the Company as soon as practicable after depositing such proceeds. (d) If the Purchaser defaults in payment for the goods by the due date for such payment then, until receipt by the Company of all monies owing by the Purchaser to the Company, the Purchaser hereby authorises the Company by itself, its agent or representatives at all reasonable times, without notice, to enter upon and for any necessary time to remain upon the place where the goods are situated and remove the goods and the Purchaser will indemnify the Company against any action or demand arising out of exercise by the Company of its powers under this sub-clause. (e) This clause remains effective even in the event that the goods become fixtures. (f) The Purchaser may, sell and deliver the Goods as the Company's fiduciary to a third party in the ordinary course of the Purchaser's business provided that: i. where the Purchaser is paid by the third party for the Goods, the Purchaser shall account to the Company in respect of the payment in accordance with the Purchaser's fiduciary obligations; and ii. where the Purchaser is not paid by the third party the Purchaser agrees to assign to the Company its claim against the third party upon receiving the Company's written request to that effect. 8.2 Notwithstanding clause 8.1 above, risk in the Goods passes to the Purchaser from the first occurrence of: (a) the passing of title in the Goods shall not pass to the Purchaser until Purchaser; (b) the price due in terms of the contract has been received by the Company. Where the items to be supplied in terms of the contract are delivered in instalments this clause will apply to each instalment as if it formed the subject matter of a separate and independent contract. 6.2 Until the price of the Goods has been paid the Purchaser will hold and store the Goods as agent for the Company and in a manner which clearly distinguishes them from other Goods and products of the Purchaser and indicates that they are in fact owned by the Company and not by the Purchaser. 6.3 The Purchaser shall not sell or dispose of any individual consignment of or physical delivery of the Goods save as agent for to the Purchaser; (c) the time when the Goods have been dispatched from the premises of the Company until the price due in terms or placed on a carrier which is to effect delivery of the contract Goods from the Company to the Purchaser, where the carrier has been received nominated, arranged or retained by the Purchaser; or (d) the time when the Goods arrive at the premises of the Purchaser (prior to being taken off the carrier) where the carrier which is to effect delivery of the Goods from the Company to the Purchaser has been nominated, arranged or retained by the Company; or (e) if Goods are stored by the Company in excess of 14 days on behalf of the Purchaser in accordance with Clause 6.2. 6.4 On the happening of 8.3 The Company is not liable for any of the following events the Company may recover any loss or damage or deterioration of the Goods remaining after risk in the Purchasers possession and the Company its agents or servants will obtain a court order Goods has passed to be entitled to remove any Goods for which the price has not been paid: - if the price of such Goods shall remain unpaid at the expiration of their allotted credit period; - if the Purchaser, being an individual has a petition presented for his or her sequestration or makes any arrangement or composition with his or her creditors or signs a Trust Deed for behalf of his or her creditors or has a Trustee, interim or otherwise, appointed to his or her estates; - if the Purchaser, being a Company makes any composition or arrangement with its creditors, has an administrative receiver or receiver appointed to any part of its property and assets, has a petition presented for the appointment of an administrator, interim or otherwise, or has any such administrator appointed, has any petition presented for its winding-up or any liquidator provisional interim or otherwise appointed or calls any meeting of its creditors, - if the Purchaser has any diligence carried out against it or its assets. 6.5 Notwithstanding the provisions of this clause risk in all Goods supplied shall pass to the Purchaser on delivery whereupon the Purchaser shall be liable for insurance of such Goods. 6.6 Sub clauses 6.1, 6.2, 6.3, 6.4 and 6.5 of this clause shall each be construed and receive effect as a separate clause of these conditions.

TITLE AND RISK. 8.1 Title in the Goods passes to the Purchaser on payment by the Purchaser of the Price in full. Where the Purchaser has not paid the Company the Price in full, the Purchaser agrees to hold the Goods as a fiduciary for the Company. 8.2 Notwithstanding clause 8.1 above, risk in the Goods passes to the Purchaser from the first occurrence of: (TO APPLY WHEN THE GOODS ARE SUBJECT TO THE LAWS OF SCOTLAND) 6.1 Property and a) the passing of title in the Goods shall not pass to the Purchaser; (b) the physical delivery of the Goods to the Purchaser; (c) the time when the Goods have been dispatched from the premises of the Company or placed on a carrier which is to effect delivery of the Goods from the Company to the Purchaser, where the carrier has been nominated, arranged or retained by the Purchaser; or (d) the time when the Goods arrive at the premises of the Purchaser (prior to being taken off the carrier) where the carrier which is to effect delivery of the Goods from the Company to the Purchaser until the price due in terms of the contract has been received nominated, arranged or retained by the Company. Where ; or (e) if Goods are stored by the items to be supplied in terms Company on behalf of the contract are delivered Purchaser in instalments this clause will apply to each instalment as if it formed the subject matter of a separate and independent contractaccordance with Clause 9. 6.2 Until the price 8.3 The Company is not liable for any loss or damage or deterioration of the Goods has been paid the Purchaser will hold and store after risk in the Goods as agent for the Company and in a manner which clearly distinguishes them from other Goods and products of the Purchaser and indicates that they are in fact owned by the Company and not by has passed to the Purchaser. 6.3 The Purchaser shall not sell or dispose of 8.4 In addition to any individual consignment of or delivery other rights the Company may have against the Purchaser, the Company may repossess the Goods if any amount due in respect of the Goods save as agent is outstanding or if the Company reasonably believes that any such amount will not be paid in full when it falls due for payment. The Purchaser grants the Company an irrevocable licence to enter upon any premises of the Purchaser for the Company until the price due in terms purpose of the contract has been received by the Company. 6.4 On the happening of any of the following events the Company may recover any taking possession of the Goods remaining in accordance with this clause. 8.5 The Purchaser may, sell and deliver the Goods as the Company's fiduciary to a third party in the Purchasers possession and ordinary course of the Purchaser's business provided that: (a) where the Purchaser is paid by the third party for the Goods, the Purchaser shall account to the Company in respect of the payment in accordance with the Purchaser's fiduciary obligations; and (b) where the Purchaser is not paid by the third party the Purchaser agrees to assign to the Company its agents or servants will obtain a court order claim against the third party upon receiving the Company's written request to be entitled to remove any Goods for which the price has not been paid: - if the price of such Goods shall remain unpaid at the expiration of their allotted credit period; - if the Purchaser, being an individual has a petition presented for his or her sequestration or makes any arrangement or composition with his or her creditors or signs a Trust Deed for behalf of his or her creditors or has a Trustee, interim or otherwise, appointed to his or her estates; - if the Purchaser, being a Company makes any composition or arrangement with its creditors, has an administrative receiver or receiver appointed to any part of its property and assets, has a petition presented for the appointment of an administrator, interim or otherwise, or has any such administrator appointed, has any petition presented for its winding-up or any liquidator provisional interim or otherwise appointed or calls any meeting of its creditors, - if the Purchaser has any diligence carried out against it or its assetsthat effect. 6.5 Notwithstanding the provisions of this clause risk in all Goods supplied shall pass to the Purchaser on delivery whereupon the Purchaser shall be liable for insurance of such Goods. 6.6 Sub clauses 6.1, 6.2, 6.3, 6.4 and 6.5 of this clause shall each be construed and receive effect as a separate clause of these conditions.

TITLE AND RISK. (TO APPLY WHEN THE GOODS ARE SUBJECT TO THE LAWS OF SCOTLAND) 6.1 Property 7.1 The supply of Goods by NCA is made and done on the express condition that ownership of the Goods is reserved to NCA and that the legal and equitable title in of the Goods shall not pass to the Purchaser Customer unless and until the Customer has paid the purchase price due in terms full to NCA, notwithstanding any such Goods having been affixed to any other land or to any other property or attached to any fixture or structure forming part of the contract has been received by the Companyany land or any property and notwithstanding any removal or recovery of such unpaid Goods may cause damage to other fixture, chattel or structure on any property. Where the items Alternatively, NCA shall have a lien over any unpaid Goods notwithstanding that such unpaid Goods may or may not be affixed to be supplied in terms any fixture or structure forming part of the contract are delivered in instalments this clause will apply to each instalment as if it formed the subject matter of a separate and independent contractany property. 6.2 7.2 Until the price of Customer has paid all money owing to NCA the Goods has been paid the Purchaser will hold and Customer shall at all times store the Goods as agent for the Company separately and in a manner which clearly distinguishes them from other Goods and products of the Purchaser and indicates that they are in fact owned by the Company and not by the Purchaser.ensure that: 6.3 The Purchaser shall not sell or dispose of any individual consignment of or delivery of (a) the Goods save as agent for supplied by NCA, while in the Company until Customer’s possession, can be readily identified and distinguished; and/or (b) all proceeds (in whatever form) that the price due in terms of Customer receives from the contract has been received by the Company. 6.4 On the happening sale of any of the following events Goods are readily identifiable and traceable. 7.3 If the Company Customer breaches these terms and conditions, then without prejudice to any rights NCA may recover have at law: (a) NCA may at any time, without notice to the Customer, terminate any agreement relating to the Goods and may then take possession of the Goods remaining or may assume the Customer’s interests and rights under any agreement in relation to the Purchasers possession Goods with a third party; and/or (b) NCA and its servants or agents may enter any premises owned, leased or otherwise controlled or occupied by the Customer or the Customer’s agent at any time without prior notice in order to recover all and/or any Goods to offset any monies owing to NCA and the Company its agents or servants Customer indemnifies NCA against the use of reasonable force to obtain such possession. 7.4 If the Customer sells the Goods, the Customer acknowledges that such sale is by the Customer as bailee for and on behalf of NCA. The Customer agrees to hold the proceeds of such sale in trust for NCA until payment is made in full to NCA for all the Goods and the Customer will obtain a court order maintain separate records in that respect and to that account and those records may be inspected on demand by NCA. NCA will be entitled to remove maintain a claim against the Customer for the proceeds of the sale of any Goods for other goods into which the price has not Goods have been paid: - if manufactured. NCA will be entitled to take the proceeds of such sale of such goods and orders as NCA thinks fit, despite the Customer dealing or seeking to deal with those proceeds in any other manner. 7.5 Despite the terms and conditions above, NCA will be entitled to maintain an action against the Customer for the purchase price of such Goods shall remain unpaid at the expiration of their allotted credit period; - if Goods, and the Purchaser, being an individual has a petition presented for his or her sequestration or makes any arrangement or composition with his or her creditors or signs a Trust Deed for behalf of his or her creditors or has a Trustee, interim or otherwise, appointed to his or her estates; - if the Purchaser, being a Company makes any composition or arrangement with its creditors, has an administrative receiver or receiver appointed to any part of its property and assets, has a petition presented for the appointment of an administrator, interim or otherwise, or has any such administrator appointed, has any petition presented for its winding-up or any liquidator provisional interim or otherwise appointed or calls any meeting of its creditors, - if the Purchaser has any diligence carried out against it or its assets. 6.5 Notwithstanding the provisions of this clause risk in all respect of loss or damage to the Goods supplied shall will pass to the Purchaser Customer on delivery whereupon or collection of the Purchaser Goods by the Customer’s agent or carrier, as the case may be. 7.6 The Customer shall be liable responsible for insurance any loss, damage or deterioration of such Goodsthe Goods due to any cause whatsoever from the time NCA delivers the Goods to the Customer. 6.6 Sub clauses 6.1, 6.2, 6.3, 6.4 and 6.5 of this clause shall each be construed and receive effect as a separate clause of these conditions.

TITLE AND RISK. (TO APPLY WHEN THE GOODS ARE SUBJECT TO THE LAWS OF SCOTLAND) 6.1 Property and title a. The risk in the Goods shall not pass all Products passes to the Purchaser until the price due in terms of the contract Buyer upon delivery. b. Until JCL has been received by the Company. Where the items to be supplied paid in terms of the contract are delivered in instalments this clause will apply to each instalment as if it formed the subject matter of a separate and independent contract. 6.2 Until full for the price of the Goods Products and all other Products agreed to be sold by JCL to the Buyer for which payment is then due, together (where applicable) with the costs of packaging and delivery plus any interest and charges thereon: (i) JCL shall retain ownership of the Products; (ii) the Buyer may sell and deliver the Products to third parties in the ordinary course of business, acting towards such third parties as a principal and not as agent, but the Buyer must hold all proceeds of sale on trust for JCL in a separate bank account and in such an event, the Buyer hereby assigns to JCL all rights and claims which the Buyer may have against its customers arising from such sales until full payment is made as described above. This authority will continue until otherwise notified to the Buyer by JCL or until: (A) an administrative receiver, liquidator, administrator or other manager has been paid (or notice is given to the Purchaser effect that such will hold and store be) appointed in respect of the Goods as agent Buyer’s undertaking or a material part thereof or other property or assets; or (B) any notice to the Buyer that a petition to wind the Buyer up is to be or has been presented to the Buyer or any notice to the Buyer of a proposal to pass a resolution to wind up the Buyer (including any proposal by the Buyer to do so); or (C) the Buyer decides to make a voluntary arrangement or composition with its creditors or any notice to the Buyer and/or any of the its creditors that a proposal for the Company and same is to be or has been made; or (D) the Buyer becomes unable to pay its debts as such expression is defined by the Insolvency Xxx 0000; or (E) any notice to the Buyer that the Buyer is the subject of a petition for an administration order or the making of any administration order in a manner which clearly distinguishes them from other Goods and products respect of the Purchaser and indicates that they are Buyer; whichever event is the earlier. In such an event, the Buyer shall immediately notify JCL in fact owned by the Company and not by the Purchaser. 6.3 The Purchaser shall not sell or dispose of any individual consignment of or delivery writing of the Goods save as agent for the Company until the price due in terms happening of the contract has been received by the Company. 6.4 event. On receipt of written notice from JCL or on the happening of any of the following events set out in this clause (ii), the Company may recover any Buyer’s authority to sell JCL Products shall immediately be withdrawn and all such Products within the Buyer’s or the Buyer’s customer’s possession shall immediately be delivered to JCL at the Buyer’s cost and risk. (iii) the Buyer must store the Products in such a way as to clearly show JCL’s ownership of them; (iv) upon demand, the Buyer must immediately notify JCL of the Goods remaining in place or places where the Purchasers possession Products are situated; (v) the Buyer will give JCL access to the Products during all normal business hours whether they are upon land occupied by the Buyer or the Buyer’s customers and the Company its Buyer shall deliver the Products to JCL at JCL’s request and allow JCL to remove the same without any liability to JCL whatsoever. For this purpose, the Buyer hereby grants an irrevocable right and licence to JCL’s employees, agents or servants will obtain a court order representatives to be entitled to remove any Goods for which enter upon the price has not been paid: - if the price of such Goods shall remain unpaid at the expiration of their allotted credit period; - if the Purchaser, being an individual has a petition presented for his said land with or her sequestration or makes any arrangement or composition with his or her creditors or signs a Trust Deed for behalf of his or her creditors or has a Trustee, interim or otherwise, appointed to his or her estates; - if the Purchaser, being a Company makes any composition or arrangement with its creditors, has an administrative receiver or receiver appointed without vehicles during normal business hours. c. Without prejudice to any part of its property and assetsother provision in this Agreement, has a petition presented for the appointment of an administrator, interim or otherwise, or has any such administrator appointed, has any petition presented for its winding-up or any liquidator provisional interim or otherwise appointed or calls any meeting of its creditors, - if the Purchaser has any diligence carried out against it or its assets. 6.5 Notwithstanding the provisions of this clause risk in all Goods supplied shall Products for supply outside the United Kingdom will pass to the Purchaser on delivery whereupon Buyer at the Purchaser shall be liable for insurance time of such Goodscollection of the Products from JCL’s premises by the freight carrier. 6.6 Sub clauses 6.1, 6.2, 6.3, 6.4 and 6.5 of this clause shall each be construed and receive effect as a separate clause of these conditions.

TITLE AND RISK. (TO APPLY WHEN THE GOODS ARE SUBJECT TO THE LAWS OF SCOTLAND)a) The risk in the Goods shall pass to the Purchaser on completion of Delivery. 6.1 Property and title in b) Title to the Goods shall not pass to the Purchaser until the price due earlier of: (i) gabocom receives payment in terms of the contract has been received by the Company. Where the items to be supplied full (in terms of the contract are delivered in instalments this clause will apply to each instalment as if it formed the subject matter of a separate and independent contract. 6.2 Until the price of cash or cleared funds) for the Goods and any other goods that gabocom has been paid supplied to the Purchaser will hold and store in respect of which payment has become due, in which case title to the Goods as agent for shall pass at the Company time of payment of all such sums; and in a manner which clearly distinguishes them from other Goods and products of the Purchaser and indicates that they are in fact owned by the Company and not by the Purchaser. 6.3 The Purchaser shall not sell or dispose of any individual consignment of or delivery of resells the Goods save as agent for the Company until the price due in terms of the contract has been received by the Company. 6.4 On the happening of any of the following events the Company may recover any of which case title to the Goods remaining in the Purchasers possession and the Company its agents or servants will obtain a court order to be entitled to remove any Goods for which the price has not been paid: - if the price of such Goods shall remain unpaid at the expiration of their allotted credit period; - if the Purchaser, being an individual has a petition presented for his or her sequestration or makes any arrangement or composition with his or her creditors or signs a Trust Deed for behalf of his or her creditors or has a Trustee, interim or otherwise, appointed to his or her estates; - if the Purchaser, being a Company makes any composition or arrangement with its creditors, has an administrative receiver or receiver appointed to any part of its property and assets, has a petition presented for the appointment of an administrator, interim or otherwise, or has any such administrator appointed, has any petition presented for its winding-up or any liquidator provisional interim or otherwise appointed or calls any meeting of its creditors, - if the Purchaser has any diligence carried out against it or its assets. 6.5 Notwithstanding the provisions of this clause risk in all Goods supplied shall pass to the Purchaser on delivery whereupon at the time specified in clause 12d) c) Until title to the Goods has passed to the Purchaser, the Purchaser shall be liable (i) store the Goods separately from all other goods held by the Purchaser so that they remain readily identifiable as gabocom’s property; (ii) not to remove, deface or obscure any identifying xxxx or packaging on or relating to the Goods; (iii) maintain the Goods in satisfactory condition and keep them insured against all risks for insurance their full price from the date of delivery; (iv) notify gabocom immediately if it becomes subject to any of the events listed in clause 11c); and (v) Give gabocom such Goodsinformation relating to the Goods as it may require from time to time. 6.6 Sub clauses 6.1d) Subject to clause 11e) the Purchaser may resell or use the Goods in the ordinary course of its business (but not otherwise) before gabocom receives payment for the Goods, 6.2However if gabocom resells the Goods before that time (i) it does so as principal and not gabocom’s agent; and (ii) title to the Goods shall pass from gabocom to the Purchaser immediately before the time at which resale by the Purchaser occurs. e) If before title to the Goods passes to the Purchaser, 6.3the Purchaser becomes subject to any of the events listed in 11c) then without limiting any other right or remedy the Supplier may have: (i) the Purchaser’s right to resell the Goods or use them in the ordinary course of its business ceases immediately; and (ii) gabocom may at any time require the Purchaser to deliver up all Goods in its possession that have not been resold, 6.4 or irrevocably incorporated into another product and 6.5 if the Purchaser fails to do so promptly enter any premises of this clause shall each be construed and receive effect as a separate clause the Purchaser or of these conditionsany third party where the Goods are stored in order to recover them.

TITLE AND RISK. 4.1 Seller retains ownership of the Goods until full payment is received for them unless otherwise stated in the order confirmation but provides to the Purchaser the right to dispose (TO APPLY WHEN THE GOODS ARE SUBJECT TO THE LAWS OF SCOTLAND) 6.1 Property and title transfer for value or otherwise) the Goods to third parties. The risk in the Goods shall pass on the Purchaser when the shipment is handed over at the Delivery Point. 4.2 Until the ownership of the Goods passes to Purchaser, Purchaser must: (a) hold Goods on a fiduciary basis as Seller's bailee; (b) store Goods (at no cost to Seller, unless otherwise agreed in writing) separately from all other goods of Purchaser or any third party so as to remain readily identifiable as Seller's property; (c) not pass remove, deface or obscure identifying marks or packaging on or relating to Goods; (d) maintain Goods in satisfactory condition and provide to the Purchaser until Seller a written statement about availability of insurance of Goods against all risks to Seller's reasonable satisfaction. (e) hold insurance proceeds on trust for Seller and not mix them with other money, nor pay the price due in terms of the contract has been received by the Company. Where the items to be supplied in terms of the contract are delivered in instalments this clause will apply to each instalment as proceeds into an overdrawn bank account; and (f) notify Seller immediately if it formed the becomes subject matter of a separate and independent contractto any event in Condition 8.2. 6.2 Until 4.3 Seller shall be entitled to recover payment for the price Goods notwithstanding that ownership of any of the Goods has been paid the Purchaser will hold and store the Goods as agent for the Company and in a manner which clearly distinguishes them from other Goods and products of the Purchaser and indicates that they are in fact owned by the Company and not by the Purchaser. 6.3 The Purchaser shall not sell or dispose of any individual consignment of or delivery of the Goods save as agent for the Company until the price due in terms of the contract has been received by the Company. 6.4 On the happening of any of the following events the Company may recover any of the Goods remaining in the Purchasers possession and the Company its agents or servants will obtain a court order to be entitled to remove any Goods for which the price has not been paid: - if the price of such Goods shall remain unpaid at the expiration of their allotted credit period; - if transferred from Seller to the Purchaser, being as applicable. 4.4 Purchaser grants Seller, its agents and employees an individual irrevocable license at any time to enter any premises where the Goods are or may be stored to inspect them or, where Purchaser's right to possession has a petition presented for his or her sequestration or makes any arrangement or composition terminated, to recover them. All recovery costs incurred by Seller in this regard shall be paid by Purchaser. All rights of the Seller under this Condition 4.4. shall be subject to prior consultation with his or her creditors or signs a Trust Deed for behalf of his or her creditors or has a Trustee, interim or otherwise, appointed the Purchaser in order to his or her estates; - if agree the Purchaser, being a Company makes any composition or arrangement with its creditors, has an administrative receiver or receiver appointed to any part of its property time and assets, has a petition presented business site(s) for the appointment inspection in advance. 4.5 Purchaser shall cooperate in any measures necessary for the protection of an administratorSeller’s title and rights. In particular, interim it authorizes Seller to enter into or otherwiseregister any reservation of property in the required form in public registers, books or similar records, or has in accordance with any such administrator appointed, has any petition presented for its winding-up or any liquidator provisional interim or otherwise appointed or calls any meeting of its creditors, - if the Purchaser has any diligence carried out against it or its assetsrelevant local laws and undertakes to complete and fulfil all appropriate formalities. 6.5 Notwithstanding the provisions of this clause risk in all Goods supplied shall pass to the Purchaser on delivery whereupon the Purchaser shall be liable for insurance of such Goods. 6.6 Sub clauses 6.1, 6.2, 6.3, 6.4 and 6.5 of this clause shall each be construed and receive effect as a separate clause of these conditions.

TITLE AND RISK. (TO APPLY WHEN THE GOODS ARE SUBJECT TO THE LAWS OF SCOTLAND) 6.1 Property and title a) Risk in the Goods shall pass to the Buyer upon delivery. (b) Notwithstanding the above ownership, title and legal property in the Goods will not pass to the Purchaser Buyer until payment has been made in full in the matter specified in these Conditions together with the full price due in terms of any other goods the subject of any other contract with the Seller. (c) Until the time of actual payment to the Seller of the contract has been received by the Company. Where the items to be supplied total amounts owing in terms of the contract are delivered in instalments this clause will apply to each instalment as if it formed the subject matter of a separate and independent contract. 6.2 Until the price respect of the Goods has been paid and any other goods as specified in sub condition (b) hereof the Purchaser will hold and store Buyer shall keep the Goods as agent and trustee for the Company Seller and shall store the goods in such a manner which clearly distinguishes them from other Goods and products of the Purchaser and indicates way that they are in fact owned separately identifiable. (d) If as a result of anything done or suffered by the Company Buyer legal property in the goods passes to a third party or (notwithstanding the immediately preceding sub-condition hereof) to the buyer before they have been paid in full, any proceeds of sale of other property representing the goods or into which the goods have been converted or incorporated shall be the property of the Seller until the goods have been paid for in full as aforesaid and not any such proceeds of sale or other property shall be received and held by the Purchaserbuyer as agent and trustee for and to the order of the Seller. 6.3 (e) The Purchaser Buyer therefore stands in a fiduciary relationship to the Seller and must strictly account to the Seller for the Goods or proceeds thereof and any such proceeds shall not sell or dispose be kept in a separate bank account to the order of the Seller. (f) Until payment in full has been made for the Goods together with the final price of any individual consignment other goods the subject of any other contract with the Seller, the Seller shall have the right to repossess the Goods and to enter through its agents or delivery servants on the premises of the Buyer (with such transport as may in the opinion of the Seller be necessary) for this purpose and the Buyer grants irrevocable licence so to enter for such purposes to the Seller. (g) The Buyer's right to possession of the Goods save as agent shall in any event cease if he, not being a company, commits an act of bankruptcy or if it, being a company, does anything or fails to do anything, which would entitle a receiver or administrator to take possession of any assets or which, would entitle any person to present a petition for winding up. The Seller may for the Company until the price due in terms purpose of recovery of the contract Goods enter upon premises where the Goods are stored or where they are reasonably thought to be stored and may repossess the same. (h) If the Buyer has been not received the proceeds of sale of the Goods in the circumstances set out in sub-condition (d) hereof the Buyer will, if called upon to do so by the Company. 6.4 On Seller, within seven days thereof assign to the happening of any of Seller all rights against the following events person to whom the Company may recover Buyer has supplied any of the Goods remaining or any product to chattel made from or with the Seller Goods and in the Purchasers possession and the Company its agents or servants will obtain a court order to be entitled to remove any Goods for which the price has not been paid: - if the price default of such Goods shall remain unpaid at voluntary assignment he will after the expiration of their allotted credit period; - if a further two days after the Purchaser, being an individual has a petition presented for his or her sequestration or makes any arrangement or composition with his or her creditors or signs a Trust Deed for behalf said period of his or her creditors or has a Trustee, interim or otherwise, appointed seven days be deemed to his or her estates; - if the Purchaser, being a Company makes any composition or arrangement with its creditors, has an administrative receiver or receiver appointed to any part of its property and assets, has a petition presented for the appointment of an administrator, interim or otherwise, or has any such administrator appointed, has any petition presented for its winding-up or any liquidator provisional interim or otherwise appointed or calls any meeting of its creditors, - if the Purchaser has any diligence carried out against it or its assetshave assigned all rights as aforesaid. 6.5 Notwithstanding the provisions of this clause risk in all Goods supplied shall pass to the Purchaser on delivery whereupon the Purchaser shall be liable for insurance of such Goods. 6.6 Sub clauses 6.1, 6.2, 6.3, 6.4 and 6.5 of this clause shall each be construed and receive effect as a separate clause of these conditions.

TITLE AND RISK. (TO APPLY WHEN THE GOODS ARE SUBJECT TO THE LAWS OF SCOTLAND)a) Risk in Goods passes to the Customer immediately upon delivery. 6.1 (b) Property and title in Goods supplied to the Goods shall Customer under these Terms of Trade does not pass to the Purchaser Customer until all money (including money owing in respect of other transactions between the price Supplier and the Customer) due in terms of and payable to the contract has been received Supplier by the Company. Where the items to be supplied in terms of the contract are delivered in instalments this clause will apply to each instalment as if it formed the subject matter of a separate and independent contractCustomer have been fully paid. 6.2 Until (c) Where Goods are supplied by the price Supplier to the Customer without payment in full, the Customer: (i) is a Bailee of the Goods has been paid until property in them passes to the Purchaser Customer; (ii) irrevocably appoints the Supplier to be its attorney to do all acts and things necessary to ensure the retention of title to goods including the registration of any security interest in favour of the Supplier with respect to the Goods under applicable law; (iii) must be able upon demand by the Supplier to separate and identify as belonging to the Supplier Goods supplied by the Supplier from other goods which are held by the Customer; (iv) must not allow any person to have or acquire any security interest in the Goods; (v) agrees that the Supplier may repossess the Goods if payment is not made within 7 days (or such longer time as the Supplier may, in its complete discretion, approve in writing) of the agreed payment Terms set out in the accepted Quote or Purchase Order, whichever is the latter; (vi) may immediately terminate this Agreement upon notice to the Customer and take such action as the Supplier deems necessary to recover all amounts due; (vii) the Customer grants an irrevocable licence to the Supplier or its agent to enter the Customer's premises in order to recover possession of Goods pursuant to this paragraph. The Customer indemnifies the Supplier for any damage to property or personal injury which occurs as a result of the Supplier entering the Customer's premises. (d) Where Goods are supplied by the Supplier to the Customer without payment in full of all moneys payable in respect of the Goods and any Services provided by the Supplier in respect of those Goods, and: (i) the Customer makes a new object from the Goods, whether finished or not; (ii) the Customer mixes the Goods with other goods; or (iii) the Goods become part of other goods (New Goods), the Customer agrees with the Supplier that the ownership of the New Goods immediately passes to the Supplier. The Customer will hold and the New Goods on trust for the Supplier until payment of all sums owing to the Supplier whether under these Terms of Trade or any other contract have been made. The Supplier may require the Customer to store the New Goods as agent for the Company and in a manner which that clearly distinguishes them from other Goods and products shows the ownership of the Purchaser and indicates that they are in fact owned by the Company and not by the PurchaserSupplier. 6.3 The Purchaser shall not (e) For the avoidance of doubt, under paragraph 9(d), the ownership of the New Goods passes to the Supplier at the beginning of the operation or event by which the Goods are converted into, are mixed with or become part of other goods. (f) Despite paragraph 9(c), the Customer may transfer, sell or dispose of Goods, including New Goods, to a third party in the ordinary course of business. This is provided that: (i) where the Customer is paid by a third party in respect of Goods including New Goods, the Customer holds the whole of the proceeds of sale, less any individual consignment GST, on trust for the Supplier in a separate account, until all amounts owned by the Customer to the Supplier have been paid; or (ii) where the Customer is not paid by a third party, the Customer agrees to assign all of or delivery its rights against the third party to the Supplier upon the Supplier giving the Customer notice in writing to that effect and for the purpose of giving effect to that assignment the Customer irrevocably appoints the Supplier as its attorney. (g) Where Goods are supplied by the Supplier to the Customer without payment in full of all moneys payable in respect of the Goods save as agent for the Company until the price due in terms of the contract has been received and any Services provided by the CompanySupplier in respect of those Goods, the Customer acknowledges that the Supplier has a right to register and perfect a personal property security interest. 6.4 On (h) If: (i) a PPS Law applies or commences to apply to these Terms of Trade or any transaction contemplated by them, or the happening of any of Supplier determines (based on legal advice) that this is the following events the Company may recover any of the Goods remaining case; and (ii) in the Purchasers possession and Supplier's opinion, the Company its agents PPS Law: a. does or servants will obtain a court order adversely affect the Supplier's security position or obligations; or‌ b. enables or would enable the Supplier's security position to be entitled improved without adversely affecting the Customer, the Supplier may give notice to remove the Customer requiring the Customer to do anything (including amending these Terms of Trade or execute any Goods for which new Terms and Conditions) that in the price has not Supplier's opinion is necessary, to the maximum possible extent, to overcome the circumstances contemplated in paragraph 9(h)(ii)a or improve the security position as contemplated in paragraph 9(h)(ii)b. The Customer must comply with the requirements of that notice within the time specified in the notice. If having completed everything reasonably practicable as required under this paragraph, in the Supplier's opinion the Supplier's security position or obligations under or in connection with these Terms of Trade have been paid: - if or will be materially adversely affected, the price Supplier may by further notice to the Customer cancel these Terms of such Goods shall remain unpaid at Trade. If this occurs, the expiration of their allotted credit period; - if Customer must pay to the Purchaser, being an individual has a petition presented for his or her sequestration or makes Supplier any arrangement or composition with his or her creditors or signs a Trust Deed for behalf of his or her creditors or has a Trustee, interim or otherwise, appointed money owed to his or her estates; - if the Purchaser, being a Company makes any composition or arrangement with its creditors, has an administrative receiver or receiver appointed to any part of its property and assets, has a petition presented for Supplier by the appointment of an administrator, interim or otherwise, or has any such administrator appointed, has any petition presented for its winding-up or any liquidator provisional interim or otherwise appointed or calls any meeting of its creditors, - if the Purchaser has any diligence carried out against it or its assetsCustomer immediately. 6.5 Notwithstanding (i) Whilst the provisions of this clause risk Supplier takes reasonable care in all packaging the Goods, unless otherwise agreed between the parties or is required by law, the Supplier will take no responsibility in relation to Goods supplied shall pass to the Purchaser on delivery whereupon the Purchaser shall be liable for insurance of such Goodsthat are lost or damaged during transit. 6.6 Sub clauses 6.1, 6.2, 6.3, 6.4 and 6.5 of this clause shall each be construed and receive effect as a separate clause of these conditions.

TITLE AND RISK. (TO APPLY WHEN THE GOODS ARE SUBJECT TO THE LAWS OF SCOTLAND) 6.1 Property and title in a) Ownership of the Goods shall not pass to the Purchaser Buyer until the price Seller has received in full (in cash or cleared funds) all sums due to it in terms of respect of: (i) the contract has been received by Goods; and (ii) all other sums which are or which become due to the Company. Where Buyer from the items to be supplied in terms of the contract are delivered in instalments this clause will apply to each instalment as if it formed the subject matter of a separate and independent contractBuyer for any reason. 6.2 (b) Until the price ownership of the Goods has been paid passed to the Purchaser will Buyer, the Buyer shall: (i) hold and the Goods on a fiduciary basis as the Buyer's bailee; (ii) store the Goods as agent for (at no cost to the Company and in a manner which clearly distinguishes them Buyer) separately from all other Goods and products goods of the Purchaser and indicates Buyer or any third party in such a way that they are remain readily identifiable as the Buyer's property; (iii) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and (iv) maintain the Goods in fact owned by satisfactory condition and keep them insured on the Company and not by Buyer's behalf for their full price against all risks to the Purchaserreasonable satisfaction of the Buyer. On request the Buyer shall produce the policy of insurance to the Buyer. 6.3 (c) The Purchaser Buyer may resell the Goods before ownership has passed to it solely on the following conditions: (i) any sale shall not sell or dispose be effected in the ordinary course of the Buyer's business at full market value; and (ii) any individual consignment such sale shall be a sale of or delivery the Buyer's property on the Buyer's own behalf and the Buyer shall deal as principal when making such a sale. (d) The Buyer's right to possession of the Goods save as agent shall terminate immediately if the Buyer becomes bankrupt or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or ceases to trade, or convenes a meeting of creditors, or enters into liquidation (except a solvent voluntary liquidation for the Company until the price due in terms purpose only of the contract has been received by the Company. 6.4 On the happening of any of the following events the Company may recover any of the Goods remaining in the Purchasers possession and the Company its agents reconstruction or servants will obtain a court order to be entitled to remove any Goods for which the price has not been paid: - if the price of such Goods shall remain unpaid at the expiration of their allotted credit period; - if the Purchaseramalgamation), being an individual has a petition presented for his or her sequestration or makes any arrangement or composition with his or her creditors or signs a Trust Deed for behalf of his or her creditors or has a Trusteereceiver and/or manager, interim administrator or otherwise, appointed to his or her estates; - if the Purchaser, being a Company makes any composition or arrangement with its creditors, has an administrative receiver appointed of its undertaking or receiver appointed to any part of its property and assetsthereof, has a petition presented or documents are filed with the court for the appointment of an administrator, interim administrator of the Buyer or otherwisenotice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder, or has any such administrator appointed, has any a resolution is passed or a petition presented to any court for its the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any liquidator provisional interim proceedings are commenced relating to the insolvency or otherwise appointed possible insolvency of the Buyer, or calls any meeting of its creditors, - if the Purchaser has Buyer encumbers or in any diligence carried out against it or its assets. 6.5 Notwithstanding way charges any of the provisions of this clause risk in all Goods supplied shall pass to the Purchaser on delivery whereupon the Purchaser shall be liable for insurance of such Goods. 6.6 Sub clauses 6.1(e) The Buyer shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Buyer. (f) Risk passes to the Buyer when each shipment is collected, 6.2whether by the Buyer or a carrier, 6.3, 6.4 from the Seller’s premises. (g) Where carriage has been arranged or where delivery is other than ex-works the Buyer shall immediately notify the Seller and 6.5 the carrier of this clause shall each be construed and receive effect as a separate clause of these conditionsany loss or damage in transit.

TITLE AND RISK. (TO APPLY WHEN THE GOODS ARE SUBJECT TO THE LAWS OF SCOTLAND) 6.1 Property 5.1 legal and beneficial title in the Goods shall not pass remain with the Seller and the Buyer shall hold the Goods in a fiduciary capacity as bailee of and be fully accountable to the Purchaser until the price due Seller in terms respect of the contract Goods until such time as payment in full has been received by the Company. Where Seller for all the items Goods delivered to be supplied the Buyer under the Agreement together with any other sums payable under this Agreement. 5.2 Notwithstanding the above, risk in terms the Goods shall pass to the Buyer at the time the Goods are placed at the Buyers disposal at the Seller's premises. 5.3 Without prejudice to the Buyer's continuing fiduciary obligations to the Seller as bailee of the contract are delivered in instalments this clause will apply Goods, the Buyer shall be entitled to each instalment as if it formed the subject matter of a separate and independent contract. 6.2 Until the price of sell the Goods has been paid to third parties in the Purchaser will hold and store the Goods normal course of its business before payment in full as agent for the Company and set out in a manner which clearly distinguishes them from other Goods and products of the Purchaser and indicates that they are in fact owned by the Company and not by the Purchaser. 6.3 The Purchaser shall not sell or dispose of any individual consignment of or delivery of the Goods save as agent for the Company until the price due in terms of the contract Condition 5.1 has been received until otherwise notified by the Company. 6.4 On Seller in writing or until the happening of any event set out in Condition 5.6. Until such time as all sums owing by the Buyer to the Seller under the Agreement have been paid:- (a) the Buyer shall pay all proceeds of re-sale into a bank account in the name of the following events Buyer separate from all other monies of the Company may recover Buyer and the proceeds of re-sale and/or claims to such proceeds shall at all times be for the benefit of the Seller and held on trust for the seller to the extent of the amount due from the buyer to the seller under the agreement. The buyer shall on written request from the seller forthwith assign or pass to the seller the benefit of all claims arising out of any re-sale: and. (b) the Buyer shall store the Goods so that they are clearly shown to be and identifiable as the property of the Seller. 5.4 As xxxxxx of the Goods remaining in the Purchasers possession Seller may repossess the same at any time and shall (without prejudice to the Company its agents or servants will obtain a court order to Buyer's continuing fiduciary obligations) be entitled to remove enter upon or into any land, buildings or vehicles where the Goods or any part of them are situated or are reasonably thought to be situated to repossess the same. Forthwith upon receipt of notice from the Seller or on the happening of any event set out in Condition 5.6:- (a) the Buyers authority to sell and possess the Goods shall automatically (and without any requirement for notice or any other act) end: (b) all proceeds of sale of the Goods made by the Buyer prior to such time to the extent of the amounts due from the Buyer to the Seller shall be paid to the Seller; and (c) all the Goods which are the price has property of the Seller shall be immediately delivered to the Seller. 5.5 The Buyer shall effect and maintain insurance of the Goods at its own expense at all times after risk in the Goods shall have passed to the Buyer until title in the Goods shall have passed under Condition 5 to their full replacement value against all risks. The Buyer hereby assigns and agrees to assign to the Seller all sums which may become due under such insurance to the extent of monies owing but not been paid: - paid by the Buyer to the Seller. 5.6 The events referred to in this Condition are: (a) if the price Buyer commits any breach of such Goods shall remain unpaid at its obligations under the expiration of their allotted credit period; - Agreement or is a party to dishonest or fraudulent conduct in relation to the Agreement: or (b) if the PurchaserBuyer becomes unable to pay his debts as they fall due, being an individual has a petition presented for his or her sequestration or makes any arrangement or composition with his or her creditors or signs a Trust Deed for behalf of his or her creditors or has a Trustee, interim or otherwise, appointed to his or her estates; - if the Purchaser, being a Company makes enters into any composition or arrangement with his or its creditors, has creditors or if any resolution or petition to wind up the Buyer (other than for the purposes of an administrative receiver amalgamation or receiver appointed to any part of its property and assets, has a petition presented reconstruction without insolvency approved in writing by the other) or for the appointment of an administratoradministrator shall be passed or presented or if an administrator or a receiver of the Buyer's undertaking, interim property or otherwise, or has any such administrator appointed, has any petition presented for its winding-up assets or any liquidator provisional interim or otherwise appointed or calls any meeting of its creditors, - if the Purchaser has any diligence carried out against it or its assets. 6.5 Notwithstanding the provisions of this clause risk in all Goods supplied shall pass to the Purchaser on delivery whereupon the Purchaser part thereof shall be liable for insurance of such Goodsappointed. 6.6 Sub clauses 6.1, 6.2, 6.3, 6.4 and 6.5 of this clause shall each be construed and receive effect as a separate clause of these conditions.

TITLE AND RISK. (TO APPLY WHEN THE GOODS ARE SUBJECT TO THE LAWS OF SCOTLAND)8.1 The Goods shall be at the Buyer's risk as from delivery. 6.1 Property and title 8.2 In spite of delivery having been made property in the Goods shall not pass from the Seller until: 8.2.1 the Buyer shall have paid the Price plus VAT in full; and 8.2.2 no other sums whatever shall be due from the Buyer to the Purchaser until Seller. 8.3 Until property in the price due Goods passes to the Buyer in terms accordance with clause 8.2 the Buyer shall hold the Goods and each of them on a fiduciary basis as bailee for the Seller. The Buyer shall store the Goods (at no cost to the Seller) separately from all other goods in its possession and marked in such a way that they are clearly identified as the Seller's property. 8.4 Notwithstanding that the Goods (or any of them) remain the property of the contract has been received Seller the Buyer may sell or use the Goods in the ordinary course of the Buyer's business. Any such sale or dealing shall be a sale or use of the Seller's property by the Company. Where Buyer on the items to be supplied in terms of Buyer's own behalf and the contract are delivered in instalments this clause will apply to each instalment Buyer shall deal as if it formed the subject matter of a separate and independent contractprincipal when making such sales or dealings. 6.2 Until 8.5 The Seller shall be entitled to recover the price Price notwithstanding that property in any of the Goods has been paid not passed from the Purchaser will hold and store Seller. 8.6 Until such time as property in the Goods passes from the Seller the Buyer shall upon request deliver up such of the Goods as agent for have not ceased to be in existence or resold to the Company Seller. If the Buyer fails to do so the Seller may enter upon any premises owned occupied or controlled by the Buyer where the Goods are situated and in a manner which clearly distinguishes them from other Goods and products repossess the Goods. On the making of such request the rights of the Purchaser and indicates that they are in fact owned by the Company and not by the PurchaserBuyer under clause 8.4 shall cease. 6.3 8.7 The Purchaser Buyer shall not sell pledge or dispose in any way charge by way of security for any individual consignment of or delivery of the Goods save as agent for the Company until the price due in terms of the contract has been received by the Company. 6.4 On the happening of any of the following events the Company may recover indebtedness any of the Goods remaining which are the property of the Seller. Without prejudice to the other rights of the Seller, if the Buyer does so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable. 8.8 The Buyer shall insure and keep insured the Goods to the full Price against 'all risks' to the reasonable satisfaction of the Seller until the date that property in the Purchasers possession Goods passes from the Seller, and shall whenever requested by the Company its agents or servants will obtain Seller produce a court order copy of the policy of insurance. Without prejudice to be entitled to remove any Goods for which the price has not been paid: - other rights of the Seller, if the price of such Goods shall remain unpaid at Buyer fails to do so all sums whatever owing by the expiration of their allotted credit period; - if the Purchaser, being an individual has a petition presented for his or her sequestration or makes any arrangement or composition with his or her creditors or signs a Trust Deed for behalf of his or her creditors or has a Trustee, interim or otherwise, appointed to his or her estates; - if the Purchaser, being a Company makes any composition or arrangement with its creditors, has an administrative receiver or receiver appointed to any part of its property and assets, has a petition presented for the appointment of an administrator, interim or otherwise, or has any such administrator appointed, has any petition presented for its winding-up or any liquidator provisional interim or otherwise appointed or calls any meeting of its creditors, - if the Purchaser has any diligence carried out against it or its assets. 6.5 Notwithstanding the provisions of this clause risk in all Goods supplied shall pass Buyer to the Purchaser on delivery whereupon the Purchaser Seller shall be liable for insurance of such Goodsforthwith become due and payable. 6.6 Sub clauses 6.1, 6.2, 6.3, 6.4 and 6.5 of this clause shall each be construed and receive effect as a separate clause of these conditions.

TITLE AND RISK. a) The Title to the Goods shall pass to the Customer on receipt of payment in full. Which must be made pro-forma or via the Company’s website at time of order. b) In exceptional circumstances and subject to the requisite credit insurances being obtainable and in place, Kitchen Alchemy (TO APPLY WHEN THE GOODS ARE SUBJECT TO THE LAWS OF SCOTLAND) 6.1 Property and title in at its sole discretion) may extend payment terms of 30 days net to regular, trade Customers. In such circumstances Title to the Goods shall not pass to the Purchaser Customer until the price due receipt of payment in terms of the contract full has been received by the Company. Where the items made to be supplied in terms of the contract are delivered in instalments this clause will apply to each instalment as if it formed the subject matter of a separate and independent contract. 6.2 Until the price of the Goods has been paid the Purchaser will hold and store the Goods as agent for the Company and in a manner which clearly distinguishes them from other Goods and products of the Purchaser and indicates that they are in fact owned by the Company and not by the Purchaser. 6.3 The Purchaser shall not sell or dispose of any individual consignment of or delivery of the Goods save as agent for the Company until the price due in terms of the contract has been received by the Company. 6.4 On the happening of any of the following events the Company may recover any of the Goods remaining c) The risk in the Purchasers possession and the Company its agents or servants will obtain a court order to be entitled to remove any Goods for which the price has not been paid: - if the price of such Goods shall remain unpaid at the expiration of their allotted credit period; - if the Purchaser, being an individual has a petition presented for his or her sequestration or makes any arrangement or composition with his or her creditors or signs a Trust Deed for behalf of his or her creditors or has a Trustee, interim or otherwise, appointed to his or her estates; - if the Purchaser, being a Company makes any composition or arrangement with its creditors, has an administrative receiver or receiver appointed to any part of its property and assets, has a petition presented for the appointment of an administrator, interim or otherwise, or has any such administrator appointed, has any petition presented for its winding-up or any liquidator provisional interim or otherwise appointed or calls any meeting of its creditors, - if the Purchaser has any diligence carried out against it or its assets. 6.5 Notwithstanding the provisions of this clause risk in all Goods supplied goods shall pass to the Purchaser Customer on completion of delivery whereupon to the Purchaser shall be liable for insurance of such Goodsspecified delivery address. 6.6 Sub clauses 6.1d) In respect of regular, 6.2trade Customers: until Title to the Goods has passed to the trade Customer, 6.3the Customer shall: i) Maintain the Goods, 6.4 if held in stock or on display, in satisfactory condition and 6.5 keep them insured against all risk for their full price from and including the date of this delivery. ii) Notify Kitchen Alchemy immediately if it becomes subject to any of the events listed in clause 15.1.2 to clause 15.1.8 iii) Allow Kitchen Alchemy access to the Goods immediately upon request from Kitchen Alchemy; and iv) give Kitchen Alchemy such information relating to the Goods as the Company may require from time-to-time. e) In respect of regular, trade Customers: if before Title to the Goods passes to the Customer, the Customer becomes subject to any of the events listed in clause 15.1.2 to clause 15.1.8, then, without limiting any other right or remedy Kitchen Alchemy may have, Kitchen Alchemy may at any time: i) Require the Customer to deliver up all unpaid for Goods in its possession; and ii) If the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them. f) All Intellectual Property Rights owned, licensed to or otherwise used by Kitchen Alchemy and its suppliers are expressly reserved. No provision of the Contract shall each be construed and receive effect confer a right on the Customer to utilise any such Intellectual Property Rights nor entitle the Customer to hold itself out or otherwise represent itself as a separate clause stockist or authorised distributor of these conditionsany such persons or entities.

TITLE AND RISK. (TO APPLY WHEN THE GOODS ARE SUBJECT TO THE LAWS OF SCOTLAND) 6.1 Property and title 7.1 Risk in the Goods shall not pass to Customer upon delivery by Ciat to the Purchaser until site address within the price due in terms of the contract has been received United Kingdom specified by the Company. Where the items to be supplied in terms of the contract are delivered in instalments this clause will apply to each instalment as if it formed the subject matter of a separate and independent contractCustomer. 6.2 Until 7.2 The title to the Goods shall remain with Ciat until Ciat has received in full (in cash or cleared funds):- (i) the full price of the Goods has been paid and/or Services and (ii) all other sums which are or which become due to Ciat from the Purchaser will Customer on any account. Ciat reserves the right to hold and store a lien in respect of the goods in relation to any other payments due to Ciat by Customer whether in respect of the specific Order against which the Goods and/or Services were delivered or any other Order made by Customer subject to the terms below. Until title passes to Customer:- 7.2.1 Customer shall hold the Goods as Xxxx’s fiduciary agent for and bailee; 7.2.2 the Company and in a manner which clearly distinguishes them Goods shall be stored, at no extra cost to Ciat, separately from any other Goods and products goods of the Purchaser Customer or any third party, in such a way that they remain readily identifiable as Ciat’s property and indicates Customer shall not interfere with any identification marks labels batch numbers or serial numbers on the Goods; 7.2.3 Ciat may agree that Customer may use or agree to sell the Goods as principal and not as Ciat’s agents in the ordinary course of Customer’s business. If such agreement is made this shall be in writing and shall be subject to one or more of the following express conditions: (i) Customer shall pay Ciat the full Contractual Sum prior to Customer delivering or passing any title to the goods to any prospective purchaser; and/or (ii) that Customer shall notify their purchaser that Ciat remains the legal owner of the Goods until Ciat receives full payment of the Contractual Sum and Ciat reserve the right to label the Goods accordingly; and/or (iii) that Customer will at Ciat’s request and at Customer’s expense assign to Ciat all rights Customer may have against their purchaser; 7.2.4 if Goods are to become affixed to any land or building Customer must ensure that they are capable of removal without material injury to the land or building or damage to the Goods and Customer shall take all necessary steps to prevent title to the Goods from passing to the owner or landlord of such land or building until payment in fact owned by full has been made to Ciat; and 7.2.5 the Company Goods shall be maintained in satisfactory condition and not by be insured on Ciat’s behalf (and at the PurchaserCustomer’s cost) for their full price against all risks to the reasonable satisfaction of Ciat and, upon request, the Customer shall produce the policy of insurance to Ciat. 6.3 7.3 The Purchaser shall not sell or dispose of any individual consignment of or delivery Customer’s right to possession of the Goods save as agent for shall terminate immediately if: 7.3.1 the Company until the price due in terms of the contract has been received by the Company. 6.4 On the happening of any of the following events the Company may recover any of the Goods remaining in the Purchasers possession and the Company its agents or servants will obtain a court order to be entitled to remove any Goods for which the price has not been paid: - if the price of such Goods shall remain unpaid at the expiration of their allotted credit period; - if the Purchaser, being an individual Customer has a petition presented for his bankruptcy or her sequestration an insolvency order made against Customer or makes any an arrangement or composition with his customer’s creditors, or her 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 signs informal), or enters into liquidation (whether voluntary or compulsory) except a Trust Deed solvent voluntary liquidation for behalf the purpose only of his reconstruction or her creditors amalgamation, or has a Trusteereceiver and/or manager, interim administrator or otherwise, appointed to his or her estates; - if the Purchaser, being a Company makes any composition or arrangement with its creditors, has an administrative receiver appointed of its undertaking or receiver appointed to any part of its property and assetsthereof, has a petition presented or documents are filed with the court for the appointment of an administrator, interim administrator of the Customer or otherwisenotice 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 has any such administrator appointed, has any a resolution is passed or a petition presented to any court for its the winding-up of the Customer or for the granting of an administration order in respect of the Customer, or any liquidator provisional interim or otherwise appointed or calls any meeting of its creditors, - if the Purchaser has any diligence carried out against it or its assets. 6.5 Notwithstanding the provisions of this clause risk in all Goods supplied shall pass proceedings are commenced relating to the Purchaser insolvency or possible insolvency of the Customer; or 7.3.2 the Customer suffers or allows any execution, whether legal or equitable, to be levied on delivery whereupon Customer’s property or obtained against Customer, or fails to observe or perform any of Customer’s obligations under the Purchaser shall be liable for insurance Agreement or any other contract between Ciat and Customer, or is insolvent or the Customer ceases to trade; or 7.3.3 the Customer encumbers or in any way charges any of such the Goods. 6.6 Sub clauses 6.17.4 Ciat shall be entitled at any time to recover any or all of the Goods to which Ciat have title and for that purpose Ciat employees or agents may with such transport as is necessary enter upon any premises occupied by Customer or to which Customer has access and where the Goods may be or are believed to be situated. 7.5 Ciat shall be entitled to recover payment for the Goods notwithstanding that title to any of the Goods has not passed from Ciat. 7.6 Where Ciat is unable to determine whether any Goods are the goods in respect of which the Customer’s right to possession has terminated, 6.2the Customer shall be deemed to have sold all goods of the kind sold by Ciat to the Customer in the order in which they were invoiced to the Customer. 7.7 On termination of the Agreement, 6.3howsoever caused, 6.4 and 6.5 of Ciat’s (but not the Customer’s) rights contained in this clause Clause 7 shall each be construed and receive effect as a separate clause of these conditionsremain in effect.

TITLE AND RISK. (TO APPLY WHEN THE GOODS ARE SUBJECT TO THE LAWS OF SCOTLAND) 6.1 Property and title 7.1 Risk in the Goods shall not pass to the Purchaser until Buyer when the price due in terms of the contract has been received by the Company. Where the items to be supplied in terms of the contract Goods are delivered in instalments this clause will apply to each instalment as if it formed the subject matter of a separate and independent contractBuyer. 6.2 Until the price 7.2 The ownership of the Goods shall remain with the Seller until the Buyer has been paid all liquidated sums owed by the Purchaser Buyer to the Seller, including Clawback, whether under this contract or otherwise. 7.3 The Goods shall be stored on the Buyer’s premises separately from any other goods and the Buyer shall not interfere with any identification marks or serial numbers on the Goods. 7.4 The Buyer is licensed by the Seller to sell the Goods delivered to the Buyer subject to the revocation of such authority in accordance with sub-clause 7.5 below. 7.5 Until title to the Goods passes, without prejudice to any other rights of the Seller, the Seller may at any time revoke the power of sale and use contained in sub-clause 7.4 above by notice to the Buyer if the Buyer is in default for longer than 14 days in the payment of any sum whatsoever due to the Seller whether in respect of the Goods or otherwise or if the Seller has bona fide doubts as to the solvency of the Buyer, whereupon the Buyer shall deliver up such Goods to the Seller. 7.6 The Seller may at any time recover and re-sell Goods in which title shall not have passed to the Buyer. The Seller by its servants and agents shall be entitled to access to the Buyer’s premises or those to which the Buyer has a right of access where the Goods or some of them are stored or thought to be stored for the purpose of re-possession at any time. 7.7 The Buyer will, upon demand, notify the Seller of all and any locations where the Goods will hold be delivered to or stored by the Buyer. 7.8 Risk in the Goods shall revert to the Seller following re- possession but not otherwise. 7.9 If the Buyer shall become bankrupt or insolvent, or have a receiving order or administration order made against him or compound with his creditors, or, being a corporation, commence to be wound up, not being a members voluntary winding up for the purpose of reconstruction or amalgamation, or carry on its business under a receiver for the benefit of its creditors or any of them, or the Seller has bona fide doubts as to the solvency of the Buyer, all sums payable to the Seller by the Buyer in respect of the Goods or otherwise shall become due and store payable forthwith, without requirement for any notice to be given and the Seller shall be released from its obligation to deliver such of the Goods as agent for remain undelivered, save on terms acceptable to the Company and in a manner which clearly distinguishes them from other Goods and products of the Purchaser and indicates that they are in fact owned by the Company and not by the Purchaser. 6.3 The Purchaser shall not sell Seller, or dispose of any individual consignment of or delivery of if the Goods save as agent for the Company until the price due in terms of the contract has been received by the Company. 6.4 On the happening of or any of them shall have been delivered, the following events the Company may recover any power of sale and use contained in sub-clause 7.4 above shall be deemed revoked forthwith, and the Goods remaining in the Purchasers possession and the Company its agents or servants will obtain a court order to shall be entitled to remove any Goods for which the price has not been paid: - if the price of such Goods shall remain unpaid at the expiration of their allotted credit period; - if the Purchaser, being an individual has a petition presented for his or her sequestration or makes any arrangement or composition with his or her creditors or signs a Trust Deed for behalf of his or her creditors or has a Trustee, interim or otherwise, appointed to his or her estates; - if the Purchaser, being a Company makes any composition or arrangement with its creditors, has an administrative receiver or receiver appointed to any part of its property and assets, has a petition presented for the appointment of an administrator, interim or otherwise, or has any such administrator appointed, has any petition presented for its winding-delivered up or any liquidator provisional interim or otherwise appointed or calls any meeting of its creditors, - if the Purchaser has any diligence carried out against it or its assets. 6.5 Notwithstanding the provisions of this clause risk in all Goods supplied shall pass to the Purchaser on delivery whereupon the Purchaser shall be liable for insurance of such GoodsSeller. 6.6 Sub clauses 6.1, 6.2, 6.3, 6.4 and 6.5 of this clause shall each be construed and receive effect as a separate clause of these conditions.

TITLE AND RISK. (TO APPLY WHEN THE GOODS ARE SUBJECT TO THE LAWS OF SCOTLAND) 6.1 Property 5.1 The Customer acknowledges and agrees that no title in to the Goods shall not pass to the Purchaser Customer until the price due in terms payment of the contract all monies owed to OA has been received in full by the Company. Where the items to be supplied in terms of the contract are delivered in instalments this clause will apply to each instalment as if it formed the subject matter of a separate and independent contractOA. 6.2 5.2 Risk of Loss or damage to the Goods will pass to the Customer at the time of dispatch from OA’s nominated warehouse. OA shall not be responsible for any Loss or damage to the Goods in transit. Insurance for Goods in transit to the Customer will not be arranged by OA. The Customer shall be responsible for the insurance of Goods in transit. The Customer shall provide proof of such insurance to OA if requested. 5.3 Until the price of the Goods Price has been paid in full: (a) legal ownership of Goods shall remain with OA; (b) OA may enter the Purchaser will Customer’s premises (or any premises where the Goods are located), without notice and without liability for trespass or any resulting damage and may retake possession of the Goods. All costs and expenses incurred by OA as a result of taking action to retake possession of the Goods, together with transportation and storage charges, must be paid by the Customer to OA on demand; (c) OA may keep or resell any repossessed Goods; (d) if the Customer resells Goods without first having paid OA for them, the Customer shall hold that part of the proceeds of the sale, which represents the invoiced Price of Goods, in a separate identifiable account as the beneficial property of OA and shall pay the amount to OA on request; and (e) notwithstanding anything contained in subclauses 5.3(a)-(d) (inclusive), OA shall be entitled to maintain its legal rights against the Customer for the Price of the Goods. 5.4 Until such time as the Customer becomes the owner of the Goods, the Customer will: (a) store the Goods separately and marked on premise; (b) ensure the Goods are kept in original condition; (c) secure the Goods from risk, damage or theft; and (d) keep the Goods fully insured against all common business risks. The Customer shall provide proof of such insurances to OA if requested. 5.5 Where the Customer makes a new product from the Goods, whether deemed as agent for finished or not, or the Company and in a manner which clearly distinguishes them from other Customer mixes the Goods and products procured to create an alternate product, the Customer agrees: (a) that, until payment of all sums owing to OA is received, the ownership of the Purchaser and indicates that they are new product passes to OA; (b) that, until payment of all sums owing to OA is received, these new products will be held in fact owned by trust for OA; and (c) should the Company and not by the Purchaser. 6.3 The Purchaser shall not sell Customer die, withhold payment or dispose of any individual consignment of or delivery of the Goods save as agent for the Company until the price due in terms of the contract has been received by the Company. 6.4 On the happening of any of the following events the Company may recover any of the Goods remaining in the Purchasers possession and the Company its agents or servants will obtain call a court order to be entitled to remove any Goods for which the price has not been paid: - if the price of such Goods shall remain unpaid at the expiration of their allotted credit period; - if the Purchaser, being an individual has a petition presented for his or her sequestration or makes any arrangement or composition with his or her creditors or signs a Trust Deed for behalf of his or her creditors or has a Trustee, interim or otherwise, appointed to his or her estates; - if the Purchaser, being a Company makes any composition or arrangement with its creditors, has an administrative receiver or receiver appointed to any part of its property and assets, has a petition presented for the appointment of an administrator, interim or otherwise, or has any such administrator appointed, has any petition presented for its winding-up or any liquidator provisional interim or otherwise appointed or calls any meeting of its creditors, - if the Purchaser become insolvent, declare bankruptcy, enter into liquidation, has any diligence carried out a wind up application lodged against it or has an administrator appointed, OA may, without prejudice to its assets. 6.5 Notwithstanding other rights under this Agreement, require payment or repossess the provisions of this clause risk in all Goods supplied shall pass to the Purchaser on delivery whereupon the Purchaser shall be liable for insurance of such Goods. 6.6 Sub clauses 6.15.6 The Customer acknowledges and agrees that OA may apply to register a security interest in the Goods at any time before or after Delivery of the Goods. The Customer waives its right under section 157 of the Personal Property Securities Xxx 0000 (Cth) (“PPSA”) to receive notice of any verification of the registration. 5.7 If the Customer defaults in the performance of any obligation owed to OA under these Terms and Conditions, 6.2or any other agreement with OA to supply Goods to the Customer, 6.3OA may enforce its security interest in any Goods by exercising all or any of its rights under the Terms and Conditions or the PPSA. 5.8 To the maximum extent permitted by law, 6.4 the Customer and 6.5 OA agree that the following provisions of this clause shall each be construed the PPSA do not apply to the enforcement by OA of its security interest in the Goods: sections 95,125,130,135,142 and receive effect as a separate clause of these conditions143.

TITLE AND RISK. (TO APPLY WHEN THE GOODS ARE SUBJECT TO THE LAWS OF SCOTLAND) 6.1 Property and title in 14.1 Title to the Goods goods shall not pass to the Purchaser until payment in full of the price (including any interest or other payment due in terms of under the contract has been received by the Company. Where the items to be supplied in terms of the contract are delivered in instalments this clause will apply to each instalment as if it formed the subject matter of a separate and independent contract). 6.2 Until the price 14.2 The legal and beneficial ownership of the Goods has been paid included in the Purchaser will hold and store the Goods as agent Support Services provision (but not, for the Company and in a manner avoidance of doubt, the Services, Title to which clearly distinguishes them from other Goods and products of the Purchaser and indicates that they are in fact owned by the Company and not by the Purchaser. 6.3 The Purchaser shall not sell or dispose of any individual consignment of or delivery of the Goods save as agent for the Company until the price due in terms of the contract has been received by the Company. 6.4 On the happening of any of the following events the Company may recover any of the Goods remaining in the Purchasers possession and the Company its agents or servants will obtain a court order to be entitled to remove any Goods for which the price has not been paid: - if the price of such Goods shall remain unpaid at the expiration of their allotted credit period; - if the Purchaser, being an individual has a petition presented for his or her sequestration or makes any arrangement or composition with his or her creditors or signs a Trust Deed for behalf of his or her creditors or has a Trustee, interim or otherwise, appointed to his or her estates; - if the Purchaser, being a Company makes any composition or arrangement with its creditors, has an administrative receiver or receiver appointed to any part of its property and assets, has a petition presented for the appointment of an administrator, interim or otherwise, or has any such administrator appointed, has any petition presented for its winding-up or any liquidator provisional interim or otherwise appointed or calls any meeting of its creditors, - if the Purchaser has any diligence carried out against it or its assets. 6.5 Notwithstanding the provisions of this clause risk in all Goods supplied Excalibur IT) shall pass to the Purchaser Customer at the time of payment in full of the price (including any interest or other payment due under the contract) for such Goods. Excalibur IT shall ensure that any licenses for any third-party software provided in the Goods provision and procured on delivery whereupon behalf of the Purchaser Customer under this agreement shall be liable licensed in favour of the Customer at the time of payment for such software 14.3 Risk of loss, theft or damage to the Goods provision shall pass to the Customer at the time of delivery: 14.3.1 Between delivery and payment for the Goods provision, the Customer shall maintain insurance indemnifying the Customer in respect of any loss or damage to the Goods provision by any risks commonly insured against for the full insurable value thereof, subject to such exclusions and conditions as insurers shall reasonably require and the Customer shall notify the insurers of the interest of Excalibur IT as unpaid seller and shall use all reasonable endeavors to procure that such interest is noted; 14.3.2 Where any Goods have been paid for by the Customer but is retained or located on Excalibur IT’s premises, then Excalibur IT shall clearly mark such Goods as belonging to the Customer, and shall permit the Customer or its agents to enter into Excalibur IT’s premises for the purposes of taking possession of such Goods. 6.6 Sub clauses 6.1, 6.2, 6.3, 6.4 14.4 Excalibur IT reserves the right to re-possess any goods in respect of which payment is overdue and 6.5 thereafter to re-sell the same and for this purpose the Purchaser hereby grants an irrevocable right and license to Excalibur IT’s servants and agents to enter upon all or any of its premises with or without vehicles during normal business hours. The provisions of this sub-clause shall each be construed and receive effect as a separate clause continue in force notwithstanding termination of these conditionsthe relevant contract howsoever caused.

TITLE AND RISK. (TO APPLY WHEN THE GOODS ARE SUBJECT TO THE LAWS OF SCOTLAND) 6.1 Property 11.1 The Supplier and title in the Customer agree that ownership of the Goods shall not pass until: (a) the Customer has paid the Supplier all amounts owing to the Purchaser Supplier (including any outstanding retention monies, bank guarantees due to the Supplier as part of an original quote, contract, or tender document). (b) the Customer has met all of its other obligations to the Supplier. 11.2 Receipt by the Supplier of any form of payment other than cash shall not be deemed to be payment until the price due in terms that form of payment has been honoured, cleared, or recognised. 11.3 It is further agreed that: (a) until ownership of the contract has been received by Goods passes to the Company. Where Customer in accordance with clause 11.1 that the items to be supplied in terms Customer is only a bailee of the contract are delivered in instalments this clause will apply Goods and must return the Goods to each instalment as if it formed the subject matter of a separate and independent contractSupplier on request. 6.2 Until (b) the price Customer holds the benefit of the Customer’s insurance of the Goods on trust for the Supplier and must pay to the Supplier the proceeds of any insurance in the event of the Goods being lost, damaged, or destroyed. (c) the Customer irrevocably authorises the Supplier to enter any premises where the Supplier believes the Goods are kept and recover possession of the Goods. (d) the Customer shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain the property of the Supplier. (e) the Supplier may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has been paid not passed to the Purchaser will hold Customer. 11.4 Risk of damage to, or loss of the Goods, passes to the Customer on Delivery and store the Customer must insure the Goods as agent for the Company and in a manner which clearly distinguishes them from other Goods and products of the Purchaser and indicates that they are in fact owned by the Company and not by the Purchaseron or before Delivery. 6.3 The Purchaser shall not sell or dispose of any individual consignment of or delivery of the Goods save as agent for the Company until the price due in terms of the contract has been received by the Company. 6.4 On the happening of any of the following events the Company may recover 11.5 If any of the Goods remaining in are damaged or destroyed following delivery but prior to ownership passing to the Purchasers possession and Customer, the Company its agents or servants will obtain a court order to be Supplier is entitled to remove any Goods for which the price has not been paid: - if the price of such Goods shall remain unpaid at the expiration of their allotted credit period; - if the Purchaser, being an individual has a petition presented for his or her sequestration or makes any arrangement or composition with his or her creditors or signs a Trust Deed for behalf of his or her creditors or has a Trustee, interim or otherwise, appointed to his or her estates; - if the Purchaser, being a Company makes any composition or arrangement with its creditors, has an administrative receiver or receiver appointed to any part of its property and assets, has a petition presented receive all insurance proceeds payable for the appointment Goods. The production of an administrator, interim or otherwisethese terms and conditions by the Supplier is sufficient evidence of the Supplier’s rights to receive the insurance proceeds without the need for any person dealing with the Supplier to make further enquiries. 11.6 The Customer acknowledges and agrees that where the Supplier has performed temporary repairs on the component / equipment / part that: (a) the Supplier offers no guarantee against the reoccurrence of the initial fault, or has any such administrator appointed, has any petition presented for its winding-up or any liquidator provisional interim or otherwise appointed or calls any meeting of its creditors, - if the Purchaser has any diligence carried out against it or its assetsfurther damage caused. 6.5 Notwithstanding (b) the provisions Supplier will immediately advise the Customer of this clause risk in all Goods supplied the fault and shall pass to provide the Purchaser on delivery whereupon Customer with an estimate for the Purchaser shall be liable for insurance full repair of such Goodsthe component / equipment / part. 6.6 Sub clauses 6.1, 6.2, 6.3, 6.4 and 6.5 of this clause shall each be construed and receive effect as a separate clause of these conditions.

TITLE AND RISK. (TO APPLY WHEN THE GOODS ARE SUBJECT TO THE LAWS OF SCOTLAND)11.1. Risk in Goods shall pass to the Buyer on Delivery as stated above under clause 7. 6.1 Property and title in the 11.2. Title to Goods shall not pass to the Purchaser Buyer until the price Supplier has received payment in full (in cash or cleared funds) for: 11.2.1. such Goods plus excise duty and VAT in full; and 11.2.2. all other sums which are or which become due to the Supplier from the Buyer for sales of Goods or on any account. 11.3. Until property in terms the Goods passes to the Buyer in accordance with clause 8.2 the Buyer shall hold the Goods and any part of them on a fiduciary basis as bailee for the Supplier. 11.4. Notwithstanding that the Goods (or any part of them) remain the property of the contract has been received by Supplier the Company. Where the items to be supplied in terms of the contract are delivered in instalments this clause will apply to each instalment as if it formed the subject matter of a separate and independent contract. 6.2 Until the price Buyer may sell or use any part of the Goods delivered to the Buyer in the ordinary course of the Buyer’s business at full market value for the account of the Supplier. Any such sale or dealing shall be a sale or use of the Supplier’s property by the Buyer on the Buyer’s own behalf and the Buyer shall deal as principal when making such sales and dealings. Until property in the Goods passes from the Supplier the entire proceeds of sale or otherwise of the Goods or any part of them shall be held in trust for the Supplier 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 Supplier’s money. 11.5. The Supplier shall be entitled to recover the Price (plus excise duty and VAT) notwithstanding that property in the Goods or any part of them has been paid not passed from the Purchaser will hold and store Supplier. 11.6. Until such time as property in the Goods passes from the Supplier the Buyer shall upon request deliver up such of the Goods as agent for have not ceased to be in existence or resold to the Company Supplier. If the Buyer fails to do so the Supplier may enter upon any premises owned occupied or controlled by the Buyer where the Goods are situated and in a manner which clearly distinguishes them from other repossess the Goods and products or any part of them. On the making of such request the rights of the Purchaser and indicates that they are in fact owned by the Company and not by the PurchaserBuyer under clause 9.4 shall cease. 6.3 11.7. The Purchaser Buyer shall not sell pledge or dispose in any way charge by way of security for any individual consignment of or delivery of the Goods save as agent for the Company until the price due in terms of the contract has been received by the Company. 6.4 On the happening of any of the following events the Company may recover indebtedness any of the Goods remaining in which are the Purchasers possession and property of the Company its agents or servants will obtain a court order Supplier. Without prejudice to be entitled to remove any Goods for which the price has not been paid: - other rights of the Supplier, if the price of such Buyer does so all sums whatever owing by the Buyer to the Supplier shall forthwith become due and payable. 11.8. The Buyer shall insure and keep insured the Goods shall remain unpaid at the expiration of their allotted credit period; - if the Purchaser, being an individual has a petition presented for his or her sequestration or makes any arrangement or composition with his or her creditors or signs a Trust Deed for behalf of his or her creditors or has a Trustee, interim or otherwise, appointed to his or her estates; - if the Purchaser, being a Company makes any composition or arrangement with its creditors, has an administrative receiver or receiver appointed to any part of its the Goods delivered to the Buyer to their full value against ‘all risks’ to the reasonable satisfaction of the Supplier until the date that property in the Goods passes from the Supplier, and assetsshall whenever requested by the Supplier produce a copy of the policy of insurance. Without prejudice to the other rights of the Supplier, has a petition presented for the appointment of an administrator, interim or otherwise, or has any such administrator appointed, has any petition presented for its winding-up or any liquidator provisional interim or otherwise appointed or calls any meeting of its creditors, - if the Purchaser has any diligence carried out against it or its assets. 6.5 Notwithstanding Buyer fails to do so all sums whatever owing by the provisions of this clause risk in all Goods supplied shall pass Buyer to the Purchaser on delivery whereupon the Purchaser Supplier shall be liable for insurance of such Goodsforthwith become due and payable. 6.6 Sub clauses 6.1, 6.2, 6.3, 6.4 and 6.5 of this clause shall each be construed and receive effect as a separate clause of these conditions.

TITLE AND RISK. (TO APPLY WHEN THE GOODS ARE SUBJECT TO THE LAWS OF SCOTLAND) 6.1 Property and title in 14.1 Title to the Goods goods shall not pass to the Purchaser until payment in full of the price (including any interest or other payment due in terms of under the contract has been received by the Company. Where the items to be supplied in terms of the contract are delivered in instalments this clause will apply to each instalment as if it formed the subject matter of a separate and independent contract). 6.2 Until the price 14.2 The legal and beneficial ownership of the Goods has been paid included in the Purchaser will hold and store the Goods as agent Support Services provision (but not, for the Company and in a manner avoidance of doubt, the Services, Title to which clearly distinguishes them from other Goods and products of the Purchaser and indicates that they are in fact owned by the Company and not by the Purchaser. 6.3 The Purchaser shall not sell or dispose of any individual consignment of or delivery of the Goods save as agent for the Company until the price due in terms of the contract has been received by the Company. 6.4 On the happening of any of the following events the Company may recover any of the Goods remaining in the Purchasers possession and the Company its agents or servants will obtain a court order to be entitled to remove any Goods for which the price has not been paid: - if the price of such Goods shall remain unpaid at the expiration of their allotted credit period; - if the Purchaser, being an individual has a petition presented for his or her sequestration or makes any arrangement or composition with his or her creditors or signs a Trust Deed for behalf of his or her creditors or has a Trustee, interim or otherwise, appointed to his or her estates; - if the Purchaser, being a Company makes any composition or arrangement with its creditors, has an administrative receiver or receiver appointed to any part of its property and assets, has a petition presented for the appointment of an administrator, interim or otherwise, or has any such administrator appointed, has any petition presented for its winding-up or any liquidator provisional interim or otherwise appointed or calls any meeting of its creditors, - if the Purchaser has any diligence carried out against it or its assets. 6.5 Notwithstanding the provisions of this clause risk in all Goods supplied Excalibur IT) shall pass to the Purchaser Customer at the time of payment in full of the price (including any interest or other payment due under the contract) for such Goods. Excalibur IT shall ensure that any licenses for any third-party software provided in the Goods provision and procured on delivery whereupon behalf of the Purchaser Customer under this agreement shall be liable licensed in favour of the Customer at the time of payment for such software 14.3 Risk of loss, theft or damage to the Goods provision shall pass to the Customer at the time of delivery: 14.3.1 Between delivery and payment for the Goods provision, the Customer shall maintain insurance indemnifying the Customer in respect of any loss or damage to the Goods provision by any risks commonly insured against for the full insurable value thereof, subject to such exclusions and conditions as insurers shall reasonably require and the Customer shall notify the insurers of the interest of Excalibur IT as unpaid seller and shall use all reasonable endeavors to procure that such interest is noted; 14.3.2 Where any Goods have been paid for by the Customer but is retained or located on Excalibur IT’s premises, then Excalibur IT shall clearly xxxx such Goods as belonging to the Customer, and shall permit the Customer or its agents to enter into Excalibur IT’s premises for the purposes of taking possession of such Goods. 6.6 Sub clauses 6.1, 6.2, 6.3, 6.4 14.4 Excalibur IT reserves the right to re-possess any goods in respect of which payment is overdue and 6.5 thereafter to re-sell the same and for this purpose the Purchaser hereby grants an irrevocable right and license to Excalibur IT’s servants and agents to enter upon all or any of its premises with or without vehicles during normal business hours. The provisions of this sub-clause shall each be construed and receive effect as a separate clause continue in force notwithstanding termination of these conditionsthe relevant contract howsoever caused.

TITLE AND RISK. (TO APPLY WHEN THE GOODS ARE SUBJECT TO THE LAWS OF SCOTLAND) 6.1 Property Title and title in the Goods shall not pass to the Purchaser until the price due in terms of the contract has been received by the Company. Where the items to be supplied in terms of the contract are delivered in instalments this clause will apply to each instalment as if it formed the subject matter of a separate and independent contract. 6.2 Until the price of the Goods has been paid the Purchaser will hold and store the Goods as agent for the Company and in a manner which clearly distinguishes them from other Goods and products of the Purchaser and indicates that they are in fact owned by the Company and not by the Purchaser. 6.3 The Purchaser shall not sell or dispose of any individual consignment of or delivery of the Goods save as agent for the Company until the price due in terms of the contract has been received by the Company. 6.4 On the happening of any of the following events the Company may recover any of the Goods remaining in the Purchasers possession and the Company its agents or servants will obtain a court order to be entitled to remove any Goods for which the price has not been paid: - if the price of such Goods shall remain unpaid at the expiration of their allotted credit period; - if the Purchaser, being an individual has a petition presented for his or her sequestration or makes any arrangement or composition with his or her creditors or signs a Trust Deed for behalf of his or her creditors or has a Trustee, interim or otherwise, appointed to his or her estates; - if the Purchaser, being a Company makes any composition or arrangement with its creditors, has an administrative receiver or receiver appointed to any part of its property and assets, has a petition presented for the appointment of an administrator, interim or otherwise, or has any such administrator appointed, has any petition presented for its winding-up or any liquidator provisional interim or otherwise appointed or calls any meeting of its creditors, - if the Purchaser has any diligence carried out against it or its assets. 6.5 Notwithstanding the provisions of this clause risk in all Goods supplied shall pass to the Purchaser on BUYER upon delivery whereupon of the Purchaser VESSEL being effected as stated above and the BUILDER shall be liable free of all responsibility or liability whatsoever related with this CONTRACT except for the warranty of quality contained in Article X and the obligation to correct and/or remedy any Minor Items, as provided in Article VI.6 and its obligations under Article III in respect of the GUARANTEED BOIL-OFF RATE and Article IX in respect of PERFORMANCE ACCEPTANCE TESTS, it being expressly understood that, until such delivery is effected, the VESSEL and equipment thereof are at the entire risk of the BUILDER including but not confined to, risks of war, insurrection and seizure by governments or authorities, whether Korean or foreign, and whether at war or at peace. The title to the BUYER's SUPPLIES as provided in Article XIII shall remain with the BUYER and the BUILDER's responsibility for such BUYER's SUPPLIES shall be as described in Article XIII.2. From the time of keel laying until the VESSEL is delivered to the BUYER, the BUILDER shall effect and maintain at no cost to the BUYER, Builder’s Risk Insurance for the VESSEL and the BUYER's SUPPLIES. Such Builder’s Risk Insurance shall: (a) be on terms no less wide than Institute Clauses for Builder’s Risk terms (1/6/88) including Institute War and Institute Strike Clause; (b) be in an amount not less than the aggregate of the payments made by the BUYER to the BUILDER plus the value of the BUYER's SUPPLIES at the SHIPYARD; and (c) note the interest of the BUYER under the policy. If the BUYER so requests, the BUILDER shall at the BUYER's cost procure insurance on the VESSEL and all her parts, materials, machinery and equipment against other risks not provided in this paragraph 5 of this Article. the cost of such Goodsinsurance shall be reimbursed to the BUILDER by the BUYER upon delivery of the VESSEL. 6.6 Sub clauses 6.1, 6.2, 6.3, 6.4 and 6.5 of this clause shall each be construed and receive effect as a separate clause of these conditions.

TITLE AND RISK. (TO APPLY WHEN THE GOODS ARE SUBJECT TO THE LAWS OF SCOTLAND) 6.1 Property 7.1 Title and title in the Goods shall not pass risk of loss passes to the Purchaser until the price due in terms of the contract has been received by the Company. Where the items to be supplied in terms of the contract are delivered in instalments this clause will apply to each instalment as if it formed the subject matter of a separate and independent contract. 6.2 Until the price of the Goods has been paid the Purchaser will hold and store the Goods as agent for the Company and in a manner which clearly distinguishes them from other Goods and products of the Purchaser and indicates that they are in fact owned by the Company and not by the Purchaser. 6.3 The Purchaser shall not sell or dispose of any individual consignment of or upon delivery of the Goods save as agent at the Delivery Location. As collateral security for the Company until the price due in terms payment of the contract purchase price of the Goods, Purchaser hereby grants to Supplier a lien on and security interest in and to all of the right, title and interest of Purchaser in, to and under the Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the [STATE OF PURCHASER’S INCORPORATION] Uniform Commercial Code. 7.2 Until Purchaser has been received paid in full for the Goods, the Purchaser shall: (a) store the Goods separately from all other goods held by the Company.Purchaser so that they remain readily identifiable as the Supplier’s property; 6.4 On (b) not remove, deface or obscure any identifying mark or packaging on or relating to the happening Goods; (c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; (d) notify the Supplier immediately if it becomes subject to any of the following events listed in Section 9.2; and (e) give the Company Supplier such information relating to the Goods as the Supplier may recover require from time to time, however the Purchaser may use the Goods in the ordinary course of its business. 7.3 If before Purchaser has paid in full for the Goods, the Purchaser becomes subject to any of the events listed in Section 9.2, or the Supplier reasonably believes that any such event is about to happen and notifies the Purchaser accordingly, then, provided that the Goods remaining in the Purchasers possession and the Company its agents or servants will obtain a court order to be entitled to remove any Goods for which the price has have not been paid: - if the price of such Goods shall remain unpaid at the expiration of their allotted credit period; - if the Purchaser, being an individual has a petition presented for his or her sequestration or makes any arrangement or composition with his or her creditors or signs a Trust Deed for behalf of his or her creditors or has a Trustee, interim or otherwise, appointed to his or her estates; - if the Purchaser, being a Company makes any composition or arrangement with its creditors, has an administrative receiver or receiver appointed to any part of its property and assets, has a petition presented for the appointment of an administrator, interim or otherwiseresold, or has irrevocably incorporated into another product, and without limiting any such administrator appointedother right or remedy the Supplier may have, has the Supplier may at any petition presented for its winding-up or any liquidator provisional interim or otherwise appointed or calls any meeting of its creditors, - if time require the Purchaser has any diligence carried out against it or its assets. 6.5 Notwithstanding to deliver up the provisions of this clause risk in all Goods supplied shall pass to the Purchaser on delivery whereupon the Purchaser shall be liable for insurance of such Goods. 6.6 Sub clauses 6.1, 6.2, 6.3, 6.4 and 6.5 of this clause shall each be construed and receive effect as a separate clause of these conditions.

TITLE AND RISK. (TO APPLY WHEN THE GOODS ARE SUBJECT TO THE LAWS OF SCOTLAND)a) All risk of loss or destruction of, or damage to, the Goods passes to the Customer at the time at which the Goods are ready for collection on behalf of the Customer. 6.1 Property (b) The Customer must obtain its own insurance for the Goods and title in at its own cost. (c) AireSafe and the Customer agree that ownership of the Goods shall not pass until: (i) the Customer has paid AireSafe all amounts owing for the particular Goods; (ii) the Customer has met all other obligations due by the Customer to AireSafe in respect of contracts between AireSafe and the Customer. (d) Where AireSafe supplies Goods to the Purchaser until Customer without payment in full, the price Customer: (iii) agrees to take, on request, all such steps that AireSafe might reasonably require of it to separate and identify the Goods belonging to AireSafe from other goods held by the Customer; (iv) agrees that it will not allow any other person or entity to have or acquire any form of security or other interest in the Goods pending full payment of all amounts due and payable in terms respect of the contract has been received by the Company. Where the items to be supplied in terms of the contract are delivered in instalments this clause will apply to each instalment Goods; (v) agrees that, until such time as if it formed the subject matter of a separate and independent contract. 6.2 Until the price ownership of the Goods has been paid passes from AireSafe to the Purchaser will hold and store Customer, AireSafe may give notice in writing to the Customer to return the Goods as agent for or any of them to AireSafe. Upon the Company and in a manner which clearly distinguishes them from other Goods and products giving of such notice, the rights of the Purchaser Customer to obtain ownership or any other interest in the Goods shall cease immediately; (vi) agrees that, in addition to all other rights and indicates that they are remedies available to AireSafe at law or in fact owned by equity, it is entitled to (a) stop Goods in transit; and/or (b) to commence proceedings to recover the Company and not by the Purchaser. 6.3 The Purchaser shall not sell or dispose of any individual consignment of or delivery unpaid Price of the Goods save as agent for the Company until the price due in terms of the contract has been received by the Company. 6.4 On the happening of any of the following events the Company may recover any sold notwithstanding that ownership of the Goods remaining may not have passed to the Customer; and (vii) will permit AireSafe employees or agents (as the Customer’s invitee) to enter on and into land and premises in the Purchasers possession and or control of the Company its agents or servants will obtain a court order to be entitled to remove any Goods for which the price has not been paid: - if the price of such Goods shall remain unpaid at the expiration of their allotted credit period; - if the Purchaser, being an individual has a petition presented for his or her sequestration or makes any arrangement or composition with his or her creditors or signs a Trust Deed for behalf of his or her creditors or has a Trustee, interim or otherwise, appointed to his or her estates; - if the Purchaser, being a Company makes any composition or arrangement with its creditors, has an administrative receiver or receiver appointed to any part of its property and assets, has a petition presented for the appointment of an administrator, interim or otherwiseCustomer, or has any such administrator appointedother premises where the Goods are situated, has any petition presented for its winding-up or any liquidator provisional interim or otherwise appointed or calls any meeting and take possession of its creditors, - if the Purchaser has any diligence carried out against it or its assets. 6.5 Notwithstanding the provisions of this clause risk in all Goods supplied shall pass to the Purchaser on delivery whereupon the Purchaser shall be liable for insurance of such Goods. 6.6 Sub clauses 6.1, 6.2, 6.3, 6.4 and 6.5 of this clause shall each be construed and receive effect as a separate clause of these conditions.

TITLE AND RISK. (TO APPLY WHEN THE GOODS ARE SUBJECT TO THE LAWS OF SCOTLAND) 6.1 Property and title 7.1 Risk in the Goods shall not pass to Customer upon delivery by CRS to the Purchaser until site address within the price due in terms of the contract has been received United Kingdom specified by the Company. Where the items to be supplied in terms of the contract are delivered in instalments this clause will apply to each instalment as if it formed the subject matter of a separate and independent contractCustomer. 6.2 Until 7.2 The title to the Goods shall remain with CRS until CRS has received in full (in cash or cleared funds):- (i) the full price of the Goods has been paid and/or Services and (ii) all other sums which are or which become due to CRS from the Purchaser will Customer on any account. CRS reserves the right to hold and store a lien in respect of the goods in relation to any other payments due to CRS by Customer whether in respect of the specific Order against which the Goods and/or Services were delivered or any other Order made by Customer subject to the terms below. Until title passes to Customer:- 7.2.1 Customer shall hold the Goods as CRS’s fiduciary agent for and bailee; 7.2.2 the Company and in a manner which clearly distinguishes them Goods shall be stored, at no extra cost to CRS, separately from any other Goods and products goods of the Purchaser Customer or any third party, in such a way that they remain readily identifiable as CRS’s property and indicates Customer shall not interfere with any identification marks labels batch numbers or serial numbers on the Goods; 7.2.3 CRS may agree that Customer may use or agree to sell the Goods as principal and not as CRS’s agents in the ordinary course of Customer’s business. If such agreement is made this shall be in writing and shall be subject to one or more of the following express conditions: (i) Customer shall pay CRS the full Contractual Sum prior to Customer delivering or passing any title to the goods to any prospective purchaser; and/or (ii) that Customer shall notify their purchaser that CRS remains the legal owner of the Goods until CRS receives full payment of the Contractual Sum and CRS reserve the right to label the Goods accordingly; and/or (iii) that Customer will at CRS’s request and at Customer’s expense assign to CRS all rights Customer may have against their purchaser; 7.2.4 if Goods are to become affixed to any land or building Customer must ensure that they are capable of removal without material injury to the land or building or damage to the Goods and Customer shall take all necessary steps to prevent title to the Goods from passing to the owner or landlord of such land or building until payment in fact owned by full has been made to CRS; and 7.2.5 the Company Goods shall be maintained in satisfactory condition and not by be insured on CRS’s behalf (and at the PurchaserCustomer’s cost) for their full price against all risks to the reasonable satisfaction of CRS and, upon request, the Customer shall produce the policy of insurance to CRS. 6.3 7.3 The Purchaser shall not sell or dispose of any individual consignment of or delivery Customer’s right to possession of the Goods save as agent for shall terminate immediately if: 7.3.1 the Company until the price due in terms of the contract has been received by the Company. 6.4 On the happening of any of the following events the Company may recover any of the Goods remaining in the Purchasers possession and the Company its agents or servants will obtain a court order to be entitled to remove any Goods for which the price has not been paid: - if the price of such Goods shall remain unpaid at the expiration of their allotted credit period; - if the Purchaser, being an individual Customer has a petition presented for his bankruptcy or her sequestration an insolvency order made against Customer or makes any an arrangement or composition with his customer’s creditors, or her 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 signs informal), or enters into liquidation (whether voluntary or compulsory) except a Trust Deed solvent voluntary liquidation for behalf the purpose only of his reconstruction or her creditors amalgamation, or has a Trusteereceiver and/or manager, interim administrator or otherwise, appointed to his or her estates; - if the Purchaser, being a Company makes any composition or arrangement with its creditors, has an administrative receiver appointed of its undertaking or receiver appointed to any part of its property and assetsthereof, has a petition presented or documents are filed with the court for the appointment of an administrator, interim administrator of the Customer or otherwisenotice 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 has any such administrator appointed, has any a resolution is passed or a petition presented to any court for its the winding-up of the Customer or for the granting of an administration order in respect of the Customer, or any liquidator provisional interim or otherwise appointed or calls any meeting of its creditors, - if the Purchaser has any diligence carried out against it or its assets. 6.5 Notwithstanding the provisions of this clause risk in all Goods supplied shall pass proceedings are commenced relating to the Purchaser insolvency or possible insolvency of the Customer; or 7.3.2 the Customer suffers or allows any execution, whether legal or equitable, to be levied on delivery whereupon Customer’s property or obtained against Customer, or fails to observe or perform any of Customer’s obligations under the Purchaser shall be liable for insurance Agreement or any other contract between CRS and Customer, or is insolvent or the Customer ceases to trade; or 7.3.3 the Customer encumbers or in any way charges any of such the Goods. 6.6 Sub clauses 6.17.4 CRS shall be entitled at any time to recover any or all of the Goods to which CRS have title and for that purpose CRS employees or agents may with such transport as is necessary enter upon any premises occupied by Customer or to which Customer has access and where the Goods may be or are believed to be situated. 7.5 CRS shall be entitled to recover payment for the Goods notwithstanding that title to any of the Goods has not passed from CRS. 7.6 Where CRS is unable to determine whether any Goods are the goods in respect of which the Customer’s right to possession has terminated, 6.2the Customer shall be deemed to have sold all goods of the kind sold by CRS to the Customer in the order in which they were invoiced to the Customer. 7.7 On termination of the Agreement, 6.3howsoever caused, 6.4 and 6.5 of CRS’s (but not the Customer’s) rights contained in this clause Clause 7 shall each be construed and receive effect as a separate clause of these conditionsremain in effect.

TITLE AND RISK. (TO APPLY WHEN THE GOODS ARE SUBJECT TO THE LAWS OF SCOTLAND) 6.1 Property and title 8.1 Risk in the Goods shall not passes to the Customer once the Goods leave the Company’s premises. Legal and equitable title to the Goods only passes to the Customer when it has paid the Amount Payable in full. Where payment is made progressively then title to that part of the Goods for which payment has been made by the Customer will pass to the Purchaser until Customer, notwithstanding that the price due in terms remainder of the contract has Goods have not yet been Delivered. 8.2 Until such time as the Amount Payable is paid in full, the Customer holds the Goods as bailee for the Company, and the Customer must make good of the Goods in a manner which makes it clear that the Goods are the property of the Company. 8.3 Any proceeds received by the Customer for the Goods on any basis whatsoever, will be held by the Customer for the benefit of, and as fiduciary for, the Company. Where , and must be kept in a separate account with separate records in accordance with the items Customer’s fiduciary obligations to the Company. 8.4 The Customer may only install or affix the Goods to other products (so that they become an Accession to those other products) or use or permit the Goods to be supplied manufactured, processed, assembled, comingled or otherwise dealt with (so that they become Processed Goods), or affix the Goods to land so that they become fixtures, in terms the ordinary course of its normal business. 8.5 If the Customer is in Default, in addition to the Company’s other rights under these Terms and Conditions, or any other applicable law, the Company may: i) take possession of the contract Goods or the Processed Goods (as applicable); ii) remove any Goods which have become an Accession or fixture; iii) enter upon the Customer’s premises (or any other place where the Goods or Processed Goods are delivered in instalments this clause will apply located) to each instalment as if it formed the subject matter give effect to sub clauses (i). and (ii); and iv) disposal by way of a separate and independent contractlease. 6.2 Until 8.6 Unless the Company agrees in writing, the Company will allocate and apply amounts received from the Customer in the following order: i) in or towards payment of any part of the Amount Payable which is not part of the price of any Goods, in the order in which those amounts were incurred; and ii) secondly, in or towards payment of the price of the Goods has been paid the Purchaser will hold and store the Goods as agent for the Company and in a manner which clearly distinguishes them from other Goods and products of the Purchaser and indicates that they are in fact owned by the Company and not by the Purchaser. 6.3 The Purchaser shall not sell or dispose of any individual consignment of or delivery of the Goods save as agent for the Company until the price due in terms of the contract has been received by the Company. 6.4 On the happening of any of the following events the Company may recover any of the Goods remaining in the Purchasers possession and the Company its agents or servants will obtain a court order to be entitled to remove any in which those Goods for which the price has not been paid: - if the price of such Goods shall remain unpaid at the expiration of their allotted credit period; - if the Purchaser, being an individual has a petition presented for his or her sequestration or makes any arrangement or composition with his or her creditors or signs a Trust Deed for behalf of his or her creditors or has a Trustee, interim or otherwise, appointed to his or her estates; - if the Purchaser, being a Company makes any composition or arrangement with its creditors, has an administrative receiver or receiver appointed to any part of its property and assets, has a petition presented for the appointment of an administrator, interim or otherwise, or has any such administrator appointed, has any petition presented for its winding-up or any liquidator provisional interim or otherwise appointed or calls any meeting of its creditors, - if the Purchaser has any diligence carried out against it or its assetswere invoiced. 6.5 Notwithstanding the provisions of this clause risk in all Goods supplied shall pass to the Purchaser on delivery whereupon the Purchaser shall be liable for insurance of such Goods. 6.6 Sub clauses 6.1, 6.2, 6.3, 6.4 and 6.5 of this clause shall each be construed and receive effect as a separate clause of these conditions.

TITLE AND RISK. 5.1 Where the Company is purchasing Goods: (TO APPLY WHEN THE GOODS ARE SUBJECT TO THE LAWS OF SCOTLAND)a) title to the Goods shall pass to the Company upon the earlier of delivery or the first payment by the Company in respect of the Goods and the Supplier shall take all reasonable steps to pass title in such Goods to the Company, including, where requested, completing a vesting certificate; and 6.1 Property and title (b) risk in the Goods shall not only pass to the Purchaser until the price due in terms of the contract has been received by the Company. Where the items to be supplied in terms of the contract are delivered in instalments this clause will apply to each instalment as if it formed the subject matter of a separate and independent contract. 6.2 Until the price of the Goods has been paid the Purchaser will hold and store the Goods as agent for the Company and in a manner which clearly distinguishes them from other Goods and products of the Purchaser and indicates that they are in fact owned by the Company and not by the Purchaser. 6.3 The Purchaser shall not sell or dispose of any individual consignment of or upon delivery of the Goods save in accordance with this Agreement. 5.2 Where the Company is hiring Goods: (a) title to the Goods indicated as agent being hired by the Company from the Supplier (Hire Goods) shall remain the property of the Supplier. The Company agrees to keep the Hire Goods free of any encumbrance and not to sell or otherwise deal with such Goods except in accordance with this Agreement. The Supplier shall supply all associated plant, tackle, tools and documentation necessary for commissioning, use and decommissioning of the Hire Goods as set out in this Agreement; (b) the Supplier irrevocably permits the Company, its contractors and other persons authorised by the Company to use the Hire Goods in accordance with the manufacturer’s instructions and recommendations during the hire period specified in this Agreement (Hire Period) and subject to this Agreement; (c) the Supplier shall not be entitled to charge for: (i) damage or defect which is determined to pre-date the Company’s use of the Hire Goods (whether or not identified during the course of the hand-over inspection); (ii) any modification of the Hire Goods which has been authorised by the Supplier; (iii) any damage resulting from improper design or manufacture; (iv) any damage resulting from any action, omission or breach by the Supplier or by any of the Supplier Personnel; and/or (v) any other damage which is not notified by the Supplier to the Company by the date of the final settlement invoice (together, (d) within 30 days after return of the Hire Goods to the Supplier, the Supplier shall deliver an invoice to the Company for the Supplier’s actual, reasonable and substantiated costs to repair, remedy or correct damage other than Excluded Damage, on the same rates (if any) as in this Agreement; (e) the Company until shall have no liability or responsibility whatsoever for: (i) any loss or damage to, and any charges or other payments to the price due in terms Supplier for, any property of the contract has been received Supplier (including any Hire Goods) which occurs after the date due for collection by Supplier; or (ii) theft or loss of Hire Goods not caused by the negligence of the Company. 6.4 On 5.3 While in the happening Supplier’s or any Supplier Personnel’s possession or control, the Supplier shall accept risk in any Company Property and such Company Property shall be kept clearly identifiable as the Company’s property, shall be fully insured by the Supplier, shall be safely stored apart from other property, shall be used solely for the purpose of any of the following events performing this Agreement and shall be returned to the Company may recover any immediately on the Company’s written demand. 5.4 The Company reserves the right to require the Supplier to enter into commitments entitling the Company to take possession of the Goods remaining in the Purchasers possession and when the Company its agents or servants will obtain considers there is a court order to be entitled to remove any Goods for which the price has not been paid: - if the price risk of such Goods shall remain unpaid at the expiration of their allotted credit period; - if the Purchaser, being an individual has a petition presented for his or her sequestration or makes any arrangement or composition with his or her creditors or signs a Trust Deed for behalf of his or her creditors or has a Trustee, interim or otherwise, appointed to his or her estates; - if the Purchaser, being a Company makes any composition or arrangement with its creditors, has an administrative receiver or receiver appointed to any part of its property and assets, has a petition presented for the appointment of an administrator, interim or otherwise, or has any such administrator appointed, has any petition presented for its winding-up or any liquidator provisional interim or otherwise appointed or calls any meeting of its creditors, - if the Purchaser has any diligence carried out against it or its assetsSupplier financial distress. 6.5 Notwithstanding the provisions of this clause risk in all Goods supplied shall pass to the Purchaser on delivery whereupon the Purchaser shall be liable for insurance of such Goods. 6.6 Sub clauses 6.1, 6.2, 6.3, 6.4 and 6.5 of this clause shall each be construed and receive effect as a separate clause of these conditions.

TITLE AND RISK. (TO APPLY WHEN THE GOODS ARE SUBJECT TO THE LAWS OF SCOTLAND)8.1 The risk in the Goods shall pass to you on despatch from the premises of the Company or, where the Goods are to be collected by you, on you collecting the Goods from the Company. 6.1 Property and title in 8.2 Title to the Goods shall not pass to the Purchaser you until the price due Company or Group Company (as the case may be) has received (in terms cash or cleared funds) payment in full of the sums due from you: (a) under the Contract; and (b) under any other contract the Company has been received by the with you; and (c) under any other contract you have with a Group Company. Where the items to be supplied in terms of the contract are delivered in instalments this clause will apply to each instalment as if it formed the subject matter of a separate and independent contract. 6.2 8.3 Until the price of title to the Goods has been paid passed to you, you shall: (a) hold the Purchaser will hold and Goods on a fiduciary basis as the Company’s bailee; (b) store the Goods separately from all other goods held by you so that they remain readily identifiable as the Company’s property; (c) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; (d) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; (e) notify the Company immediately if you become subject to any of the events listed in clause 13; and (f) give the Company such information relating to the Goods as the Company may require from time to time, but you may resell or use the Goods in the ordinary course of business. 8.4 If before title to the Goods passes to you, you become subject to any of the events listed in clause 13, or the Company reasonably believes that any such event is about to happen and notifies you accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Company may have, the Company may at any time require you to deliver up the Goods and, if you fail to do so promptly, enter any premises of you or of any third party where the Goods are stored in order to recover them, and you hereby give the Company permission to detach them from any other item(s) they are attached to. 8.5 In cases where the Company is entitled under clause 8.4 to require you to deliver up the Goods, the Company may also at any time, acting as agent for a Group Company, require you to deliver up goods in respect of which title is held by that Group Company (“GC Goods”), and, if you fail to do so promptly, enter any premises of you or of any third party where the GC Goods are stored in order to recover them, and you hereby give the Company and in a manner which clearly distinguishes permission to detach them from any other Goods and products of the Purchaser and indicates that item(s) they are in fact owned by the Company and not by the Purchaserattached to. 6.3 8.6 The Purchaser shall not sell or dispose of any individual consignment of or delivery of the Goods save as agent for the Company until the price due in terms of the contract has been received by the Company. 6.4 On the happening of any of the following events the Company may recover any assign the benefit of the Goods remaining in the Purchasers possession clauses 8.4 and the Company its agents or servants will obtain a court order to be entitled to remove any Goods for which the price has not been paid: - if the price of such Goods shall remain unpaid at the expiration of their allotted credit period; - if the Purchaser, being an individual has a petition presented for his or her sequestration or makes any arrangement or composition with his or her creditors or signs a Trust Deed for behalf of his or her creditors or has a Trustee, interim or otherwise, appointed to his or her estates; - if the Purchaser, being a Company makes any composition or arrangement with its creditors, has an administrative receiver or receiver appointed 8.5 to any part of its property and assets, has a petition presented for the appointment of an administrator, interim or otherwise, or has any such administrator appointed, has any petition presented for its winding-up or any liquidator provisional interim or otherwise appointed or calls any meeting of its creditors, - if the Purchaser has any diligence carried out against it or its assetsGroup Company upon giving written notice to you. 6.5 Notwithstanding the provisions of this clause risk in all Goods supplied shall pass to the Purchaser on delivery whereupon the Purchaser shall be liable for insurance of such Goods. 6.6 Sub clauses 6.1, 6.2, 6.3, 6.4 and 6.5 of this clause shall each be construed and receive effect as a separate clause of these conditions.

TITLE AND RISK. (TO APPLY WHEN THE GOODS ARE SUBJECT TO THE LAWS OF SCOTLAND) 6.1 Property and title 7.1. Unless agreed otherwise in writing by the parties, the risk of loss or damage to Goods shall not pass to the Purchaser at the time of dispatch or when the Purchaser is notified that the Goods are available for dispatch, as the case may be. 7.2. Notwithstanding that the Purchaser has possession of the Goods, title to the Goods remains with HALIFAX XXXXX GROUP PTY LIMITED, and no legal or equitable interest or property in the Goods whatsoever will pass to the Purchaser, until the price due in terms of the contract has been received by the Company. Where the items to be supplied in terms of the contract are delivered in instalments this clause will apply to each instalment as if it formed the subject matter of a separate and independent contract. 6.2 Until the price of full amount for the Goods has been paid in cleared funds. 7.3. Where the title and property in any particular Goods has not passed, the Purchaser will hold may nevertheless dispose of these Goods to a bona fide sub-purchaser provided that such disposals are in the ordinary course of the Purchaser’s business. 7.4. It is agreed that by the disposal of such Goods, the Purchaser assigns to HALIFAX XXXXX GROUP PTY LIMITED (the assignment being absolute and store the Goods as agent for the Company and in a manner which clearly distinguishes them from other Goods and products not by way of security) all monetary proceeds received by or on behalf of the Purchaser in respect to the Goods and indicates that they are in fact owned by holds such proceeds on trust for the Company and not by the Purchaserabsolute benefit of HALIFAX XXXXX GROUP PTY LIMITED. 6.3 7.5. The Purchaser shall not sell or dispose must observe the following fiduciary obligations with respect to any disposal of any individual consignment Goods to a sub-purchaser authorised by this clause 7: 7.5.1. the Purchaser must maintain records of or delivery all disposals of the Goods save as agent and must permit inspection of these records by HALIFAX XXXXX GROUP PTY LIMITED promptly upon request; and 7.5.2. the Purchaser must hold the assigned proceeds on trust for HALIFAX XXXXX GROUP PTY LIMITED. The total debts owing by the Company until Purchaser to HALIFAX XXXXX GROUP PTY LIMITED will be reduced by the price due proceeds once such monies are received by HALIFAX XXXXX GROUP PTY LIMITED in terms cleared funds. 7.6. Subject to clause 7.3, the Purchaser must comply with all of the contract has been received by following conditions: 7.6.1. keep the Company.Goods in its possession and control; 6.4 On 7.6.2. keep the happening Goods in good repair and condition, excluding fair wear and tear; 7.6.3. keep the Goods stored separately and marked so that the Goods are clearly and easily identifiable as HALIFAX XXXXX GROUP PTY LIMITED’s property and inform HALIFAX XXXXX GROUP PTY LIMITED of the location of the Goods, if requested; 7.6.4. not sell (except in accordance with clauses 7.3, 7.4 and 7.5), assign or let the Goods or any interest in them, or permit any charge, pledge, lien or other encumbrance to be created in relation to them; 7.6.5. maintain and allow HALIFAX XXXXX GROUP PTY LIMITED to inspect records which do any of the following events following: (a) Identify any unpaid Goods owned by HALIFAX XXXXX GROUP PTY LIMITED. (b) Detail third parties to whom the Company may recover any Customer sells or otherwise disposes of the Goods remaining in the Purchasers possession and the Company its agents or servants will obtain a court order to be entitled to remove any Goods for which the price has not been paid: - if the price of such Goods shall remain unpaid at the expiration of their allotted credit period; - if the Purchaser, being an individual has a petition presented for his or her sequestration or makes any arrangement or composition with his or her creditors or signs a Trust Deed for behalf of his or her creditors or has a Trustee, interim or otherwise, appointed to his or her estates; - if the Purchaser, being a Company makes any composition or arrangement with its creditors, has an administrative receiver or receiver appointed to any part of its property and assets, has a petition presented for the appointment of an administrator, interim or otherwise, or has any such administrator appointed, has any petition presented for its winding-up or any liquidator provisional interim or otherwise appointed or calls any meeting of its creditors, - if the Purchaser has any diligence carried out against it or its assets. 6.5 Notwithstanding the provisions of this clause risk in all Goods supplied shall pass to the Purchaser on delivery whereupon the Purchaser shall be liable for insurance of such Goods. 6.6 Sub clauses 6.1(c) Detail payments made by such parties for the unpaid Goods. 7.7. The Purchaser indemnifies HALIFAX XXXXX GROUP PTY LIMITED against any claim, 6.2action, 6.3damage, 6.4 and 6.5 loss, liability, cost or expense that HALIFAX XXXXX GROUP PTY LIMITED suffers, incurs or is liable for in respect of HALIFAX XXXXX GROUP PTY LIMITED’s exercise of its rights under this clause shall each be construed and receive effect as a separate clause of these conditions7.

TITLE AND RISK. (TO APPLY WHEN THE GOODS ARE SUBJECT TO THE LAWS OF SCOTLAND) 6.1 Property and title 7.1 Risk in the Goods shall not passes to the Customer once the Goods leave the Company’s premises. Legal and equitable title to the Goods only passes to the Customer when it has paid the Amount Payable in full. Where payment is made progressively then title to that part of the Goods for which payment has been made by the Customer will pass to the Purchaser until Customer, notwithstanding that the price due in terms remainder of the contract has Goods have not yet been Delivered. 7.2 Until such time as the Amount Payable is paid in full, the Customer holds the Goods as bailee for the Company, and the Customer must make good of the Goods in a manner which makes it clear that the Goods are the property of the Company. 7.3 Any proceeds received by the Customer for the Goods on any basis whatsoever, will be held by the Customer for the benefit of, and as fiduciary for, the Company. Where , and must be kept in a separate account with separate records in accordance with the items Customer’s fiduciary obligations to the Company. 7.4 The Customer may only install or affix the Goods to other products (so that they become an Accession to those other products) or use or permit the Goods to be supplied manufactured, processed, assembled, comingled or otherwise dealt with (so that they become Processed Goods), or affix the Goods to land so that they become fixtures, in terms the ordinary course of its normal business. 7.5 If the Customer is in Default, in addition to the Company’s other rights under these Terms and Conditions, or any other applicable law, the Company may: i) take possession of the contract Goods or the Processed Goods (as applicable); ii) remove any Goods which have become an Accession or fixture; iii) enter upon the Customer’s premises (or any other place where the Goods or Processed Goods are delivered in instalments this clause will apply located) to each instalment as if it formed the subject matter give effect to sub clauses (i). and (ii); and iv) disposal by way of a separate and independent contractlease. 6.2 Until 7.6 Unless the Company agrees in writing, the Company will allocate and apply amounts received from the Customer in the following order: i) in or towards payment of any part of the Amount Payable which is not part of the price of any Goods, in the order in which those amounts were incurred; and ii) secondly, in or towards payment of the price of the Goods has been paid the Purchaser will hold and store the Goods as agent for the Company and in a manner which clearly distinguishes them from other Goods and products of the Purchaser and indicates that they are in fact owned by the Company and not by the Purchaser. 6.3 The Purchaser shall not sell or dispose of any individual consignment of or delivery of the Goods save as agent for the Company until the price due in terms of the contract has been received by the Company. 6.4 On the happening of any of the following events the Company may recover any of the Goods remaining in the Purchasers possession and the Company its agents or servants will obtain a court order to be entitled to remove any in which those Goods for which the price has not been paid: - if the price of such Goods shall remain unpaid at the expiration of their allotted credit period; - if the Purchaser, being an individual has a petition presented for his or her sequestration or makes any arrangement or composition with his or her creditors or signs a Trust Deed for behalf of his or her creditors or has a Trustee, interim or otherwise, appointed to his or her estates; - if the Purchaser, being a Company makes any composition or arrangement with its creditors, has an administrative receiver or receiver appointed to any part of its property and assets, has a petition presented for the appointment of an administrator, interim or otherwise, or has any such administrator appointed, has any petition presented for its winding-up or any liquidator provisional interim or otherwise appointed or calls any meeting of its creditors, - if the Purchaser has any diligence carried out against it or its assetswere invoiced. 6.5 Notwithstanding the provisions of this clause risk in all Goods supplied shall pass to the Purchaser on delivery whereupon the Purchaser shall be liable for insurance of such Goods. 6.6 Sub clauses 6.1, 6.2, 6.3, 6.4 and 6.5 of this clause shall each be construed and receive effect as a separate clause of these conditions.

TITLE AND RISK. (TO APPLY WHEN THE GOODS ARE SUBJECT TO THE LAWS OF SCOTLAND) 6.1 Property and title 7.1 Risk in the Goods shall not passes to the Customer once the Goods leave the Company’s premises. Legal and equitable title to the Goods only passes to the Customer when it has paid the Amount Payable in full. Where payment is made progressively then title to that part of the Goods for which payment has been made by the Customer will pass to the Purchaser until Customer, notwithstanding that the price due in terms remainder of the contract has Goods have not yet been Delivered. 7.2 Until such time as the Amount Payable is paid in full, the Customer holds the Goods as bailee for the Company, and the Customer must make good of the Goods in a manner which makes it clear that the Goods are the property of the Company. 7.3 Any proceeds received by the Customer for the Goods on any basis whatsoever, will be held by the Customer for the benefit of, and as fiduciary for, the Company. Where , and must be kept in a separate account with separate records in accordance with the items Customer’s fiduciary obligations to the Company 7.4 The Customer may only install or affix the Goods to other products (so that they become an Accession to those other products) or use or permit the Goods to be supplied manufactured, processed, assembled, comingled or otherwise dealt with (so that they become Processed Goods), or affix the Goods to land so that they become fixtures, in terms the ordinary course of its normal business. 7.5 If the Customer is in Default, in addition to the Company’s other rights under these Terms and Conditions, or any other applicable law, the Company may: i) take possession of the contract Goods or the Processed Goods (as applicable); ii) remove any Goods which have become an Accession or fixture; iii) enter upon the Customer’s premises (or any other place where the Goods or Processed Goods are delivered in instalments this clause will apply located) to each instalment as if it formed the subject matter give effect to sub clauses ( i). and (ii); and iv) disposal by way of a separate and independent contractlease. 6.2 Until 7.6 Unless the Company agrees in writing, the Company will allocate and apply amounts received from the Customer in the following order: i) in or towards payment of any part of the Amount Payable which is not part of the price of any Goods, in the order in which those amounts were incurred; and ii) secondly, in or towards payment of the price of the Goods has been paid the Purchaser will hold and store the Goods as agent for the Company and in a manner which clearly distinguishes them from other Goods and products of the Purchaser and indicates that they are in fact owned by the Company and not by the Purchaser. 6.3 The Purchaser shall not sell or dispose of any individual consignment of or delivery of the Goods save as agent for the Company until the price due in terms of the contract has been received by the Company. 6.4 On the happening of any of the following events the Company may recover any of the Goods remaining in the Purchasers possession and the Company its agents or servants will obtain a court order to be entitled to remove any in which those Goods for which the price has not been paid: - if the price of such Goods shall remain unpaid at the expiration of their allotted credit period; - if the Purchaser, being an individual has a petition presented for his or her sequestration or makes any arrangement or composition with his or her creditors or signs a Trust Deed for behalf of his or her creditors or has a Trustee, interim or otherwise, appointed to his or her estates; - if the Purchaser, being a Company makes any composition or arrangement with its creditors, has an administrative receiver or receiver appointed to any part of its property and assets, has a petition presented for the appointment of an administrator, interim or otherwise, or has any such administrator appointed, has any petition presented for its winding-up or any liquidator provisional interim or otherwise appointed or calls any meeting of its creditors, - if the Purchaser has any diligence carried out against it or its assetswere invoiced. 6.5 Notwithstanding the provisions of this clause risk in all Goods supplied shall pass to the Purchaser on delivery whereupon the Purchaser shall be liable for insurance of such Goods. 6.6 Sub clauses 6.1, 6.2, 6.3, 6.4 and 6.5 of this clause shall each be construed and receive effect as a separate clause of these conditions.

TITLE AND RISK. (TO APPLY WHEN THE GOODS ARE SUBJECT TO THE LAWS OF SCOTLAND)a) The Goods shall be at the Buyer’s risk as from the time the Goods are delivered to the Buyer. 6.1 Property and (b) In spite of delivery having been made, title in the Goods shall not pass from JCI until: (i) the Buyer shall have paid the Contract Sum in full; and (ii) no other sums whatever under the Contract shall be due from the Buyer to JCI. (c) Until the Contract Sum and all other sums due to JCI under the Contract have been fully paid in cash, the Buyer shall keep the Goods free of all taxes and encumbrances, shall not remove the Goods from the premises without written permission of JCI, and shall not transfer any interest in the Goods or in the Contract without written consent of JCI. (d) Title to the Purchaser Goods remains in JCI until the price Contract Sum and all other sums due to JCI under the Contract have been fully paid in terms cash, all Goods whether affixed to the realty or not, shall be deemed to remain moveable property and be deemed severable without injury to the realty. (e) The Buyer shall do whatever may be required to maintain JCI’s title. Until title in the Goods passes to the Buyer, the Buyer shall hold the Goods and each of them on a fiduciary basis as bailed for JCI. The Buyer shall store the Goods (at no cost to JCI) separately from all other goods in its possession and marked in such a way that they are clearly identified as JCI’s property. (f) Notwithstanding that the Goods (or any of them) remain the property of JCI, the Buyer may sell or use the Goods in the ordinary course of the contract has been received Buyer’s business at full market value for the account of JCI. Any such sale or dealing shall be a sale or use of JCI’s property by the CompanyBuyer on the Buyer’s own behalf and the Buyer shall deal as principal when making such sales or dealings. Where Until title in the items to be supplied in terms Goods passes from JCI, the entire proceeds of sale or otherwise of the contract are delivered Goods shall be held in instalments this clause will apply to each instalment trust for JCI and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as if it formed the subject matter of a separate and independent contractJCI’s money. 6.2 Until (g) JCI shall be entitled to recover the price Contract Sum notwithstanding that title in any of the Goods has been paid not passed from JCI. (h) Until such time as title in the Purchaser will hold and store Goods passes from JCI, the Buyer shall upon request deliver up such of the Goods as agent for have not ceased to be in existence or resold to JCI. If the Company and in a manner which clearly distinguishes them from other Goods and products of the Purchaser and indicates that they are in fact Buyer fails to do so, JCI may enter upon any premises owned occupied or controlled by the Company Buyer where the Goods are situated and not by repossess the PurchaserGoods. 6.3 (i) The Purchaser Buyer shall not sell pledge or dispose in any way charge by way of security for any individual consignment of or delivery of the Goods save as agent for the Company until the price due in terms of the contract has been received by the Company. 6.4 On the happening of any of the following events the Company may recover indebtedness any of the Goods remaining which are the property of JCI. Without prejudice to the other rights of JCI, if the Buyer does so all sums whatever owing by the Buyer to JCI shall forthwith become due and payable. (j) The Buyer shall insure and keep insured the Goods to the full Contract Sum against “all risks” to the reasonable satisfaction of JCI until the date that property in the Purchasers possession Goods passes from JCI, and shall whenever requested by JCI produce a copy of the Company its agents or servants will obtain a court order policy of insurance. Without prejudice to be entitled to remove any Goods for which the price has not been paid: - other rights of JCI, if the price of such Goods Buyer fails to do so all sums whatever owing by the Buyer to JCI shall remain unpaid at the expiration of their allotted credit period; - if the Purchaser, being an individual has a petition presented for his or her sequestration or makes any arrangement or composition with his or her creditors or signs a Trust Deed for behalf of his or her creditors or has a Trustee, interim or otherwise, appointed to his or her estates; - if the Purchaser, being a Company makes any composition or arrangement with its creditors, has an administrative receiver or receiver appointed to any part of its property forthwith become due and assets, has a petition presented for the appointment of an administrator, interim or otherwise, or has any such administrator appointed, has any petition presented for its winding-up or any liquidator provisional interim or otherwise appointed or calls any meeting of its creditors, - if the Purchaser has any diligence carried out against it or its assetspayable. 6.5 Notwithstanding the provisions of this clause risk in all Goods supplied shall pass to the Purchaser on delivery whereupon the Purchaser shall be liable for insurance of such Goods. 6.6 Sub clauses 6.1, 6.2, 6.3, 6.4 and 6.5 of this clause shall each be construed and receive effect as a separate clause of these conditions.

TITLE AND RISK. (TO APPLY WHEN THE GOODS ARE SUBJECT TO THE LAWS OF SCOTLAND) 6.1 Property 5.1 The Customer acknowledges and agrees that no title in to the Goods shall not pass to the Purchaser Customer until the price due in terms payment of the contract all monies owed to OA has been received in full by the Company. Where the items to be supplied in terms of the contract are delivered in instalments this clause will apply to each instalment as if it formed the subject matter of a separate and independent contractOA. 6.2 5.2 Risk of Loss or damage to the Goods will pass to the Customer at the time of dispatch from OA’s nominated warehouse. OA shall not be responsible for any Loss or damage to the Goods in transit. lnsurance for Goods in transit to the Customer will not be arranged by OA. The Customer shall be responsible for the insurance of Goods in transit. The Customer shall provide proof of such insurance to OA if requested. 5.3 Until the price of the Goods Price has been paid in full: (a) legal ownership of Goods shall remain with OA; (b) OA may enter the Purchaser will Customer’s premises (or any premises where the Goods are located), without notice and without liability for trespass or any resulting damage and may retake possession of the Goods. All costs and expenses incurred by OA as a result of taking action to retake possession of the Goods, together with transportation and storage charges, must be paid by the Customer to OA on demand; (c) OA may keep or resell any repossessed Goods; (d) if the Customer resells Goods without first having paid OA for them, the Customer shall hold that part of the proceeds of the sale, which represents the invoiced Price of Goods, in a separate identifiable account as the beneficial property of OA and shall pay the amount to OA on request; and (e) notwithstanding anything contained in subclauses 5.3(a)-(d) (inclusive), OA shall be entitled to maintain its legal rights against the Customer for the Price of the Goods. 5.4 Until such time as the Customer becomes the owner of the Goods, the Customer will: (a) store the Goods separately and marked on premise; (b) ensure the Goods are kept in original condition; (c) secure the Goods from risk, damage or theft; and (d) keep the Goods fully insured against all common business risks. The Customer shall provide proof of such insurances to OA if requested. 5.5 Where the Customer makes a new product from the Goods, whether deemed as agent for finished or not, or the Company and in a manner which clearly distinguishes them from other Customer mixes the Goods and products procured to create an alternate product, the Customer agrees: (a) that, until payment of all sums owing to OA is received, the ownership of the Purchaser and indicates that they are new product passes to OA; (b) that, until payment of all sums owing to OA is received, these new products will be held in fact owned by trust for OA; and (c) should the Company and not by the Purchaser. 6.3 The Purchaser shall not sell Customer die, withhold payment or dispose of any individual consignment of or delivery of the Goods save as agent for the Company until the price due in terms of the contract has been received by the Company. 6.4 On the happening of any of the following events the Company may recover any of the Goods remaining in the Purchasers possession and the Company its agents or servants will obtain call a court order to be entitled to remove any Goods for which the price has not been paid: - if the price of such Goods shall remain unpaid at the expiration of their allotted credit period; - if the Purchaser, being an individual has a petition presented for his or her sequestration or makes any arrangement or composition with his or her creditors or signs a Trust Deed for behalf of his or her creditors or has a Trustee, interim or otherwise, appointed to his or her estates; - if the Purchaser, being a Company makes any composition or arrangement with its creditors, has an administrative receiver or receiver appointed to any part of its property and assets, has a petition presented for the appointment of an administrator, interim or otherwise, or has any such administrator appointed, has any petition presented for its winding-up or any liquidator provisional interim or otherwise appointed or calls any meeting of its creditors, - if the Purchaser become insolvent, declare bankruptcy, enter into liquidation, has any diligence carried out a wind up application lodged against it or has an administrator appointed, OA may, without prejudice to its assets. 6.5 Notwithstanding other rights under this Agreement, require payment or repossess the provisions of this clause risk in all Goods supplied shall pass to the Purchaser on delivery whereupon the Purchaser shall be liable for insurance of such Goods. 6.6 Sub clauses 6.15.6 The Customer acknowledges and agrees that OA may apply to register a security interest in the Goods at any time before or after Delivery of the Goods. The Customer waives its right under section 157 of the Personal Property Securities Xxx 0000 (Cth) (“PPSA”) to receive notice of any verification of the registration. 5.7 lf the Customer defaults in the performance of any obligation owed to OA under these Terms and Conditions, 6.2or any other agreement with OA to supply Goods to the Customer, 6.3OA may enforce its security interest in any Goods by exercising all or any of its rights under the Terms and Conditions or the PPSA. 5.8 To the maximum extent permitted by law, 6.4 the Customer and 6.5 OA agree that the following provisions of this clause shall each be construed the PPSA do not apply to the enforcement by OA of its security interest in the Goods: sections 95,125,130,135,142 and receive effect as a separate clause of these conditions143.

TITLE AND RISK. (TO APPLY WHEN THE GOODS ARE SUBJECT TO THE LAWS OF SCOTLAND) 6.1 Property 5.1 The Customer acknowledges and agrees that no title in to the Goods shall not pass to the Purchaser Customer until the price due in terms payment of the contract all monies owed to OA has been received in full by the Company. Where the items to be supplied in terms of the contract are delivered in instalments this clause will apply to each instalment as if it formed the subject matter of a separate and independent contractOA. 6.2 5.2 Risk of Loss or damage to the Goods will pass to the Customer at the time of dispatch from OA’s nominated warehouse. OA shall not be responsible for any Loss or damage to the Goods in transit. Insurance for Goods in transit to the Customer will not be arranged by OA. The Customer shall be responsible for the insurance of Goods in transit. The Customer shall provide proof of such insurance to OA if requested. 5.3 Until the price Price has been paid in full: (a) legal ownership of the Goods has been shall remain with OA; (b) and where the Customer is in default of the agreed Payment Terms, OA may enter the Customer’s premises (or any premises where the Goods are located), without notice and without liability for trespass or any resulting damage and may retake possession of the Goods. All costs and expenses incurred by OA as a result of taking action to retake possession of the Goods, together with transportation and storage charges, must be paid by the Purchaser will hold and Customer to OA on demand; (c) OA may keep or resell any repossessed Goods; (d) if the Customer resells the Goods, without first having paid OA for them, the Customer shall ensure that the invoiced Price of Goods is accounted for as an outstanding payable item to OA; and (e) notwithstanding anything contained in subclauses 5.3(a)-(d) (inclusive), OA shall be entitled to maintain its legal rights against the Customer for the Price of the Goods. 5.4 Until such time as the Customer becomes the owner of the Goods, the Customer will: (a) store the Goods marked appropriately on their premises; (b) ensure the Goods are kept in good condition; (c) secure the Goods from risk, damage or theft; and (d) keep the Goods fully insured against all common business risks. The Customer shall provide proof of such insurances to OA if requested. 5.5 Where the Customer makes a new product from the Goods, whether deemed as agent for finished or not, or the Company and in a manner which clearly distinguishes them from other Customer mixes the Goods and products procured to create an alternate product, the Customer agrees: (a) that, until payment of all sums owing to OA is received, the ownership of the Purchaser and indicates that they are in fact owned by original Goods procured from OA still resides with OA; (b) should the Company and not by the Purchaser. 6.3 The Purchaser shall not sell Customer die, withhold payment or dispose of any individual consignment of or delivery of the Goods save as agent for the Company until the price due in terms of the contract has been received by the Company. 6.4 On the happening of any of the following events the Company may recover any of the Goods remaining in the Purchasers possession and the Company its agents or servants will obtain call a court order to be entitled to remove any Goods for which the price has not been paid: - if the price of such Goods shall remain unpaid at the expiration of their allotted credit period; - if the Purchaser, being an individual has a petition presented for his or her sequestration or makes any arrangement or composition with his or her creditors or signs a Trust Deed for behalf of his or her creditors or has a Trustee, interim or otherwise, appointed to his or her estates; - if the Purchaser, being a Company makes any composition or arrangement with its creditors, has an administrative receiver or receiver appointed to any part of its property and assets, has a petition presented for the appointment of an administrator, interim or otherwise, or has any such administrator appointed, has any petition presented for its winding-up or any liquidator provisional interim or otherwise appointed or calls any meeting of its creditors, - if the Purchaser become insolvent, declare bankruptcy, enter into liquidation, has any diligence carried out a wind up application lodged against it or has an administrator appointed, OA may, without prejudice to its assets. 6.5 Notwithstanding other rights under this Agreement, require payment or repossess the provisions of this clause risk in all Goods supplied shall pass to the Purchaser on delivery whereupon the Purchaser shall be liable for insurance of such Goods. 6.6 Sub clauses 6.15.6 The Customer acknowledges and agrees that OA may apply to register a security interest in the Goods at any time before or after Delivery of the Goods. The Customer waives its right under section 157 of the Personal Property Securities Xxx 0000 (Cth) (“PPSA”) to receive notice of any verification of the registration. 5.7 If the Customer defaults in the performance of any obligation owed to OA under these Terms and Conditions, 6.2or any other agreement with OA to supply Goods to the Customer, 6.3OA may enforce its security interest in any Goods by exercising all or any of its rights under the Terms and Conditions or the PPSA. 5.8 To the maximum extent permitted by law, 6.4 the Customer and 6.5 OA agree that the following provisions of this clause shall each be construed the PPSA do not apply to the enforcement by OA of its security interest in the Goods: sections 95,125,130,135,142 and receive effect as a separate clause of these conditions143.

TITLE AND RISK. (TO APPLY WHEN THE GOODS ARE SUBJECT TO THE LAWS OF SCOTLAND) 6.1 Property Title and title in ownership to the Goods shall not pass from the Seller to the Purchaser Buyer until the price due Seller has received the Price in terms of the contract has been received full (in cash or cleared funds) together with all other sums payable by the Company. Where Buyer to the items to be supplied in terms of the contract are delivered in instalments this clause will apply to each instalment as if it formed the subject matter of a separate and independent contractSeller on any account. 6.2 Until the price of title and ownership in the Goods has been paid passed, the Purchaser will Buyer shall: • hold the Goods and each of them on a fiduciary basis as bailee on behalf of the Seller; • store the Goods (at no cost to the Seller) separately from its other merchandise and possessions or the merchandise or possessions of third parties, in such a way that they remain readily identifiable as agent the Seller’s property; • not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and • maintain the Goods in satisfactory condition in accordance with any storage conditions advised by the Seller and keep them insured on the Seller’s behalf for their full price against all risks to the Company and in a manner which clearly distinguishes them from other Goods and products reasonable satisfaction of the Purchaser and indicates that they are in fact owned by the Company and not by the PurchaserSeller. 6.3 The Purchaser Buyer may resell the Goods before ownership has passed to it solely on the following conditions: • any sale shall not sell or dispose of any individual consignment of or delivery be effected in the ordinary course of the Goods save as agent for the Company until the price due in terms Buyer’s business at full market value; and • any such sale shall be a sale of the contract has been received by Seller’s property on the CompanyBuyer’s own behalf and the Buyer shall deal as principal when making such a sale. 6.4 On the happening of any of the following events the Company may recover any of the Goods remaining in the Purchasers The Buyer’s right to possession (and the Company its agents or servants will obtain a court order to be entitled to remove any Goods for which Contract) shall terminate immediately if: • the price has not been paid: - if the price of such Goods shall remain unpaid at the expiration of their allotted credit period; - if the Purchaser, being an individual has a petition presented for his or her sequestration or Buyer makes any voluntary arrangement or composition with his or her creditors or signs a Trust Deed for behalf of his or her creditors or has a Trustee, interim or otherwise, appointed to his or her estates; - if the Purchaser, being a Company makes any composition or arrangement with its creditors, has the Buyer (being an administrative receiver individual or receiver appointed to any part of its property and assetsfirm) becomes bankrupt, has a petition presented an order is made for the appointment of an administratoradministrator to manage the affairs, interim business and property of the Buyer or otherwisedocuments are filed with a court of competent jurisdiction 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 by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), a resolution is passed or has a petition is presented or an order is made for the winding up of the Buyer (otherwise than for the purpose of solvent amalgamation or reconstruction) or circumstances arise which entitle a court of competent jurisdiction to make a winding up order of the Buyer, an encumbrancer takes possession of or a receiver or administrative receiver is appointed over any such administrator appointedof the property, has assets or undertaking of the Buyer or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the Buyer or if any petition presented for other person takes possession of or sells the Buyer’s assets; or • the Buyer suffers or allows any execution, whether legal or equitable, to be levied on its winding-up property or any liquidator provisional interim or otherwise appointed or calls any meeting of its creditors, - if the Purchaser has any diligence carried out obtained against it or the Buyer fails to observe or perform any of its assetsobligations under the Contract or any other contract between the Seller and the Buyer or the Buyer is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or • the Buyer encumbers or in any way charges any of the Goods. 6.5 Notwithstanding the provisions of this clause risk in all Goods supplied shall pass to the Purchaser on delivery whereupon the Purchaser The Seller shall be liable entitled to recover payment for insurance the Goods notwithstanding that ownership of such Goodsany of the Goods has not passed from the Seller. 6.6 Sub clauses 6.1The Buyer grants the Seller, 6.2its 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, 6.3where the Buyer’s right to possession has terminated, 6.4 to recover them. 6.7 Where the Seller 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 Seller to the Buyer in the order in which they were invoiced to the Buyer. 6.8 The Goods shall be at the risk of the Seller until the Goods are either delivered to the Buyer or collected by the Buyer and 6.5 thereafter they shall be at the risk of the Buyer. 6.9 Under the Seller’s insurance policies, there is no cover provided in respect of loss or damage to the Buyer’s own property whilst at the Seller’s premises or in transit to or from those premises. The Buyer therefore acknowledges that it is its responsibility to insure its property whilst in the custody or control of the Seller. 6.10 On termination of the Contract, howsoever caused, the Seller’s (but not the Buyer’s) rights contained in this clause Condition 6 shall each be construed and receive effect as a separate clause of these conditionsremain in effect.

TITLE AND RISK. (TO APPLY WHEN THE GOODS ARE SUBJECT TO THE LAWS OF SCOTLAND) 6.1 Property and 7.1 All deliveries of Renold take place subject to retention of title in accordance with statutory regulations with the following additions: 7.1.1 All delivered Goods shall not pass to remain in the Purchaser ownership of Xxxxxx (Retained Goods) until satisfaction of all current and future claims of Xxxxxx against the price due in terms buyer on the basis of the contract business relationship - irrespective of their legal basis. This shall also apply in the event that the Buyer has been received by paid the Company. Where the items to be supplied in terms purchase price for specifically designated deliveries of the contract are delivered in instalments this clause will apply to each instalment as if it formed the subject matter of a separate and independent contractGoods. 6.2 Until the price of the Goods has been paid the Purchaser 7.1.2 The buyer will hold and store the Retained Goods as agent for the Company and in such a manner which clearly distinguishes them from other Goods and products of the Purchaser and indicates way that they are identifiable as the property of Xxxxxx and are separate from all other Goods in fact owned the possession of the buyer. It will keep them insured on Xxxxxx's behalf for their full price against all risks to the reasonable satisfaction of Xxxxxx. On request, the buyer will promptly provide a copy of the policy of insurance to Renold. 7.2 Notwithstanding Condition 7.1.2, the buyer is entitled to resell the Retained Goods in the ordinary course of business. The Retained Goods must not be pledged or assigned by way of security. If a third party intends to seize the Retained Goods, the buyer will advise the third party of Xxxxxx's title and inform Xxxxxx immediately. 7.3 If the Retained Goods are combined or intermixed with or integrated into other goods to which Xxxxxx holds no title, Renold will become proportionate joint owner of the totality of such goods in relation of the invoice value of the Retained Goods to the other goods. Any processing or conversion of the Retained Goods by the Company and not by buyer will always be undertaken for Renold, as manufacturer, without this obliging Renold in any manner. Xxxxxx will become joint owner of any processed or converted goods in the Purchasersense of the aforesaid Conditions. 6.3 7.4 The Purchaser shall not sell or dispose of any individual consignment of or delivery buyer hereby assigns to Renold all receivables in the final invoice amount (including VAT) which accrue to the buyer from the resale of the Retained Goods, irrespective of whether the Retained Goods save have been resold without or after being intermixed, integrated, combined, processed or converted. Xxxxxx already accepts such assignment. The buyer remains entitled to collect the receivables even after such assignment. The authority of Xxxxxx to collect a receivable itself shall remain unaffected by this. Xxxxxx agrees, however, not to collect a receivable as agent long as the buyer meets its payment obligations, is not in default of payment and in particular no application for the Company until opening of insolvency proceedings has been filed or payment has been discontinued. If this is the price due in terms case Renold can then demand that the buyer discloses the assigned receivables and their (third party) debtors to Renold, provides all information required for collection, hands over the associated documents and informs the third party debtors of the contract has been received by assignment. Xxxxxx is entitled at any time to disclose the Companyassignment of the claim. 6.4 On 7.5 If Renold is, in accordance with these Conditions or statutory provisions, entitled to cancel a Contract and exercises this right, Xxxxxx is also entitled to retrieve the happening of any Retained Goods, even by entering the premises of the following events the Company may recover buyer. 7.6 The buyer agrees that if and as soon as it defaults on any payment it will send to Renold at its request without undue delay a list of the Retained Goods remaining still in its possession, also if such have been integrated into or combined or mixed with other objects, or processed or converted, and a list of the Purchasers possession and receivables assigned in advance in accordance with Condition 7.4, which are due from third parties including copies of invoices. 7.7 Xxxxxx agrees at the Company its agents or servants will obtain a court order request of the buyer to release security to which it is entitled to the extent that the realizable value of security exceeds the receivables to be entitled secured by more than 20%; the selection of the security to remove any Goods for which the price has not been paid: - if the price of such Goods shall remain unpaid at the expiration of their allotted credit period; - if the Purchaser, being an individual has a petition presented for his or her sequestration or makes any arrangement or composition with his or her creditors or signs a Trust Deed for behalf of his or her creditors or has a Trustee, interim or otherwise, appointed to his or her estates; - if the Purchaser, being a Company makes any composition or arrangement with its creditors, has an administrative receiver or receiver appointed to any part of its property and assets, has a petition presented for the appointment of an administrator, interim or otherwise, or has any such administrator appointed, has any petition presented for its winding-up or any liquidator provisional interim or otherwise appointed or calls any meeting of its creditors, - if the Purchaser has any diligence carried out against it or its assetsbe released is incumbent on Renold. 6.5 Notwithstanding the provisions of this clause risk in all Goods supplied shall pass to the Purchaser on delivery whereupon the Purchaser shall be liable for insurance of such Goods. 6.6 Sub clauses 6.1, 6.2, 6.3, 6.4 and 6.5 of this clause shall each be construed and receive effect as a separate clause of these conditions.

TITLE AND RISK. (TO APPLY WHEN THE GOODS ARE SUBJECT TO THE LAWS OF SCOTLAND)8.1 Risk in and responsibility for the Goods shall pass to the Customer once they have been delivered to the carrier appointed to deliver the Goods to the Delivery Point. 6.1 Property and title in 8.2 Subject to clause 8.4, ownership of the Goods shall not pass to the Purchaser Customer until the price due Treadsetters has received payment in terms full of the contract has been received all monies owed by the Company. Where Customer to Treadsetters for: (a) the items Goods; and (b) any other goods that Treadsetters has supplied to be supplied the Customer in terms respect of the contract are delivered in instalments this clause will apply to each instalment as if it formed the subject matter of a separate and independent contractwhich payment has become due. 6.2 8.3 Until the price ownership of the Goods has been paid passes to the Purchaser will Customer, the Customer shall hold and store the Goods on the following terms: (a) hold the Goods on a fiduciary basis as agent Xxxxxxxxxxxx’s bailee; (b) the Goods shall be stored separately from other goods held by the Customer and shall be clearly identifiable as the property of Treadsetters; (c) the Goods shall not be mixed with other goods or altered in any way; (d) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; (e) the Goods shall be adequately stored and maintained in a satisfactory condition; and (f) each Good shall be insured for an amount at least equal to its List Price and any proceeds of the insurance policy shall be held on trust for Treadsetters in a separate account in the joint names of Treadsetters and the Customer. The Customer shall not mix the insurance proceeds with any other money or pay the proceeds into an overdrawn bank account. The Customer shall account to Treadsetters for the Company proceeds accordingly and make good any shortfall in the amount due to Treadsetters. 8.4 The Customer may resell (but may not deal in any other way with) the Goods to a third party and pass good title to that third party on the following terms: (a) the sale is in the ordinary course of the Customer's business; and (b) the Customer holds the proceeds of any resale on trust for Treadsetters in a manner which clearly distinguishes separate account in the joint names of Treadsetters and the Customer and does not mix them from with any other Goods money or pay the proceeds into an overdrawn bank account. The Customer shall account to Treadsetters for the proceeds accordingly and products of shall make good any shortfall in the Purchaser and indicates that they are in fact owned by the Company and not by the Purchaseramount due to Treadsetters. 6.3 8.5 The Purchaser Customer shall not sell or dispose of any individual consignment of or delivery lose its rights to possession and resale of the Goods save as agent for if: (a) the Company until the price due in terms of the contract has been received by the Company. 6.4 On the happening of Customer becomes subject to any of the following events in clause 12(1)(b) to clause 12.1(d) and clause 12.1(g) to clause 12.1(i); or (b) this agreement terminates and the Company may recover Customer does not pay all outstanding amounts under this agreement within 30 days; or (c) the Customer suffers any legal or equitable execution to be levied on its property. 8.6 The Customer grants to Treadsetters an irrevocable licence for Treadsetters, its agents and employees to enter any premises where the goods of the Goods remaining in the Purchasers possession and the Company its agents or servants will obtain a court order Customer are stored to be entitled to remove ascertain whether any Goods for which the price has not been paid: - if the price of are stored there and to inspect, count and recover them. 8.7 The Customer shall register any necessary charge over money or goods and take such Goods shall remain unpaid other steps as are necessary to give effect to this clause 8 at the expiration request of their allotted credit period; - if the Purchaser, being an individual has a petition presented for his or her sequestration or makes any arrangement or composition with his or her creditors or signs a Trust Deed for behalf of his or her creditors or has a Trustee, interim or otherwise, appointed to his or her estates; - if the Purchaser, being a Company makes any composition or arrangement with its creditors, has an administrative receiver or receiver appointed to any part of its property and assets, has a petition presented for the appointment of an administrator, interim or otherwise, or has any such administrator appointed, has any petition presented for its winding-up or any liquidator provisional interim or otherwise appointed or calls any meeting of its creditors, - if the Purchaser has any diligence carried out against it or its assetsTreadsetters. 6.5 Notwithstanding the provisions of this clause risk in all Goods supplied shall pass to the Purchaser on delivery whereupon the Purchaser shall be liable for insurance of such Goods. 6.6 Sub clauses 6.1, 6.2, 6.3, 6.4 and 6.5 of this clause shall each be construed and receive effect as a separate clause of these conditions.

TITLE AND RISK. (TO APPLY WHEN THE GOODS ARE SUBJECT TO THE LAWS OF SCOTLAND)9.1 The risk in the Goods shall pass to SIBA CS LTD on the Delivery Date. 6.1 Property and title in 9.2 Title to the Goods shall not pass to the Purchaser SIBA CS LTD until the price due Supplier has received payment in terms of full (in cash or cleared funds) for the contract has been received by the Company. Where the items to be supplied in terms of the contract are delivered in instalments this clause will apply to each instalment as if it formed the subject matter of a separate and independent contractGoods. 6.2 9.3 For the avoidance of doubt, title to the Containers shall not pass to SIBA CS LTD or the Customer or any third party and shall remain at all times with the Supplier. 9.4 Until the price of title to the Goods has been paid passed to SIBA CS LTD, SIBA CS LTD shall: (a) hold the Purchaser will hold and Goods on a fiduciary basis as the Supplier's bailee: (b) notify the Supplier immediately if it becomes subject to an Insolvency Event; and (c) use its reasonable endeavours to (so far as it is within its power to do so) to procure that the Customers: (i) store the Goods and the Containers separately from all other goods held by the Customer so that they remain readily identifiable as agent the Supplier's property; (ii) store and sell the Goods only by means of suitable equipment and in appropriate conditions, in accordance with best industry practice; (iii) not remove, deface or obscure any identifying xxxx on the Containers or any other packaging relating to the Goods; (iv) maintain the Goods and any Containers in satisfactory condition and in accordance with all applicable rules and regulation whether statutory or otherwise and keep them insured against all risks for their full price from the Delivery Date; but SIBA CS LTD may resell or use the Goods (but for the Company avoidance of doubt, not the Containers), in the ordinary course of its business and on the basis that its Customers may resell or use the Goods in a manner which clearly distinguishes them from the ordinary course of their respective businesses. 9.5 If before title to the Goods passes to SIBA CS LTD, it becomes subject to an Insolvency Event, or the Supplier reasonably believes that an Insolvency Event is about to happen and notifies SIBA CS LTD accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Supplier may have, the Supplier may at any time require SIBA CS LTD to deliver up the Goods and products any Containers and, if the Customer fails to do so promptly, enter any premises of the Purchaser and indicates that they are in fact owned by the Company and not by the Purchaser. 6.3 The Purchaser shall not sell SIBA CS LTD or dispose of any individual consignment of or delivery of third party where the Goods save as agent for the Company until the price due and Containers are stored in terms of the contract has been received by the Company. 6.4 On the happening of any of the following events the Company may recover any of the Goods remaining in the Purchasers possession and the Company its agents or servants will obtain a court order to be entitled to remove any Goods for which the price has not been paid: - if the price of such Goods shall remain unpaid at the expiration of their allotted credit period; - if the Purchaser, being an individual has a petition presented for his or her sequestration or makes any arrangement or composition with his or her creditors or signs a Trust Deed for behalf of his or her creditors or has a Trustee, interim or otherwise, appointed to his or her estates; - if the Purchaser, being a Company makes any composition or arrangement with its creditors, has an administrative receiver or receiver appointed to any part of its property and assets, has a petition presented for the appointment of an administrator, interim or otherwise, or has any such administrator appointed, has any petition presented for its winding-up or any liquidator provisional interim or otherwise appointed or calls any meeting of its creditors, - if the Purchaser has any diligence carried out against it or its assetsrecover them. 6.5 Notwithstanding the provisions of this clause risk in all Goods supplied shall pass to the Purchaser on delivery whereupon the Purchaser shall be liable for insurance of such Goods. 6.6 Sub clauses 6.1, 6.2, 6.3, 6.4 and 6.5 of this clause shall each be construed and receive effect as a separate clause of these conditions.