Common use of Title and Security Interests Clause in Contracts

Title and Security Interests. 9.1 Ownership of, and title in, the Goods will not pass to the Customer until the Customer has paid to the Company the Invoiced Amount payable in respect of those Goods. 9.2 Until title in the Goods passes to the Customer in accordance with 9.1: a) the Company has the right to call for or recover the Goods at its option and the Customer must deliver up the Goods if so directed by the Company; b) the Customer must hold the Goods as bailee for the Company and must store the Goods on its premises separately from other Goods held by the Customer; c) the Customer must maintain proper records of any sale or disposal of the Goods; d) the Customer must keep the Goods fully insured; e) the Customer must hold the Goods in a fiduciary capacity for the Company; f) the Customer must not sell or dispose of the Goods except in the ordinary course of business; g) the Customer will hold the proceeds of any sale or disposal of the Goods (whether tangible or intangible, direct or indirect) to the extent of the amount due to the Company in respect of the Goods on trust for the Company, and will hold such proceeds in a separate account for the Company’s benefit and promptly pay that amount to the Company. h) the Company retains a purchase money security interest in the Goods (“PMSI”) and the proceeds of sale of the Goods (including any accounts and accessions by virtue of these Terms) under the PPSA; i) the Customer consents to the Company registering a security interest under the PPSA and agrees to do all things reasonably required by the Company to effect such registration; j) the Customer waives any right the Customer has under PPSA to receive notice in relation to registration of the Company’s interest in the Goods under the PPSA; and k) the Customer will immediately advise the Company of any changes which may affect the Company’s security interest. 9.3 At all times the Customer will allow the Company (including its officers, employees, contractors and agents) access to the Customer’s premises, to any other premises where the Goods are stored during normal business hours and to the Goods themselves in order to inspect the Goods and retake possession of the Goods under clause 9.2(a), and the Customer grants to the Company an irrevocable licence to enter the aforementioned premises for this purpose. The Customer acknowledges that this access shall be full, free and unhindered and shall not be or constitute trespass by the Company. The Customer indemnifies the Company for any liability or loss it suffers seeking to exercise its rights of access and retaking possession of the Goods. 9.4 The Customer acknowledges and agrees that the PMSI has attached or will attach to all Goods supplied to the Customer by the Company now or in the future at the time when the Customer takes possession of the Goods. The Customer shall do all things necessary, including providing all information required, to register a financing statement or financing change statement on the Personal Property Securities Register (“PPSR”) as a security interest and a purchase money security interest pursuant to the PPSA. The Customer must not change its name, ACN or ABN or other details required on the PPSR without first notifying the Company. The Customer agrees that the Company’s security interest over the Customer’s future or acquired property has the same priority as present property and is not subordinated in any way. The Customer shall pay the Company’s costs of any discharge or necessary amendment of any financing statement or financing change statement. The Customer must immediately notify the Company in writing of any change which may affect the security interests granted by the Customer to the Company. 9.5 The Customer waives its right to receive any notice under the PPSA including a verification statement in respect of any financing statement or financing change statement in respect of the security interests created pursuant to these Terms. To the maximum extent permitted by law, the Customer agrees that the sections 118, 121(4), 125, 130, 142, and 143 of the PPSA will not apply. To the maximum extent permitted by law, the Customer. waives any rights it may have pursuant to, and hereby contracts out of sections 95, 118, 121(4), 123, 129(2), 130, 132, 134(2), 135 157 and Part 4.3 of the PPSA. 9.6 If the Customer becomes bankrupt or enters into external administration or has a receiver appointed to it, the Customer’s right to sell the Goods in the ordinary course of business and any other rights of the Customer in respect of the Goods immediately cease (to the extent permitted by law) and the Customer must immediately return to the Company the Goods in which title has not passed. 9.7 Clauses 9.1 to 9.6 apply, mutatis mutandis, to Goods that have been created, reconstituted or manufactured by using or processing the Goods by replacing the word “Goods”” with “Reconstituted Products”. 9.8 The Customer hereby grants to the Company a security interest over all of its present and after acquired property as security for payment of all moneys owing by the Customer to the Company at any time, and as security for the performance of the Customer’s obligations under the Agreement. 9.9 In addition to the security interests referred to in this clause 9, the Customer, or where the Customer is a partnership, each partner of the partnership, both jointly and severally, hereby charges as beneficial owner all of its freehold and leasehold interest in real property (including land acquired in future) in favour of the Company as security for payment of all moneys owing by the Customer to the Company at any time, and as security for the performance of the Customer’s obligations under the Agreement.