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.
Delivery, Title and Risk of Loss Title and risk of loss to Products (for Software, the media only) shall pass to Customer upon the occurrence of either of the following: (a) the shipment of Products from NIJ’s affiliated companies and the completion by NIJ of the customs import clearance at the customs having jurisdiction over the import of the Products; or (b) the shipment of Products from a local warehouse used by NIJ, if applicable; provided however, NIJ retains a security interest and right of possession in the Products until Customer makes payment in full. For Products to be delivered within Japan, NIJ will arrange the shipping; however, Customer is responsible for all shipping and handling fees set forth in the invoice, unless otherwise indicated by NI. Upon written confirmation from NI, Customer may choose to arrange for shipping with a carrier previously approved by NI, but in this case or if the order is placed with an NI entity outside the country of Japan, Customer is responsible for all shipping and handling, including fees, customs, formalities and clearance, except that NI is responsible for the Export Declaration. Customer shall provide NI with the necessary information for the Export Declaration, in a timely manner. Shipment dates provided by NIJ are estimates only, and NIJ shall have no liability for losses or claims resulting from late delivery of Products. Claims for shipment shortage shall be deemed waived unless presented to NIJ in writing within forty-five (45) days from the date of Invoice (“Invoice Date”). NI may, in its sole discretion, without liability or penalty, make partial shipments of Products to Customer. Each shipment will constitute a separate sale, and Customer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Customer's purchase order
Title and Risk of Loss Notwithstanding the form of shipment, title or other property interest, risk of loss shall not pass from the Contractor to the Authorized User until the Products have been received, inspected and accepted by the receiving entity. Acceptance shall occur within a reasonable time or in accordance with such other defined acceptance period as may be specified in the Bid Specifications or Purchase Order. Mere acknowledgment by Authorized User personnel of the delivery or receipt of goods (e.g., signed ▇▇▇▇ of lading) shall not be deemed or construed as acceptance of the Products received. Any delivery of Product that is substandard or does not comply with the Bid Specifications or Contract terms and conditions, may be rejected or accepted on an adjusted price basis, as determined by the Commissioner.
Title and Survey (a) The Seller shall order and cause to be delivered to each of the Buyer and the Seller a commitment for the Title Policy from the Title Company, together with all underlying title exception documents. The Buyer shall, at its expense, order and cause to be delivered to each of the Buyer and the Seller, an ALTA survey of the Property. After receipt of the survey and the title commitment, the Buyer shall notify the Seller of any defects in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer shall be deemed to be the Seller’s refusal to cure all such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller may cure any defect by causing the Title Company, at the Seller’s sole cost and expense, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either (i) waives such defects and shall proceed to Closing without any abatement in the Purchase Price with respect thereto, or (ii) terminates this Agreement and shall be entitled to receive a full and immediate refund of the ▇▇▇▇▇▇▇ Money and, upon return of the ▇▇▇▇▇▇▇ Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement). In the event that the Buyer does not make such election within the applicable time frame, the Buyer shall be deemed to have elected to waive any such defects pursuant to clause (i) above. Subject to those items below expressly required to be cured by the Seller, all title matters not objected to by the Buyer during the Study Period (or objected to but which the Seller declines, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that at or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects.
(b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closing; provided, however, that in the event that the Seller elects not to remove and cure any Intervening Liens, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer shall have the right to terminate this Agreement whereupon the ▇▇▇▇▇▇▇ Money shall be returned immediately to the Buyer, and, upon return of the ▇▇▇▇▇▇▇ Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement); provided, further, the Seller shall have the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions of the Seller, or to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be a material breach of this Agreement.
Title and Survey Review The condition of the title to the Properties. Prior to the Effective Date, Seller has provided to Buyer an ALTA title report or commitment for title insurance (individually, a “Title Commitment” and collectively, the “Title Commitments”) prepared by First American Title Insurance Company (the “Title Company”) with respect to each Real Property. Buyer may request from the Title Company an updated Title Commitment, together with copies of all documents referred to therein, for any or all of the Properties. Prior to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey (the “Surveys”). It shall be a condition to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters disclosed by the Title Commitments other than (A) those matters which the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, prior to the expiration of the Due Diligence Period, the Title Company has agreed in writing to include in the applicable Title Policy or Seller has agreed in writing to cause to be included in such Title Policy;
