Common use of Title & Risk Clause in Contracts

Title & Risk. a. Risk of loss or damage to the Products shall pass to Buyer: (i) upon delivery, or (ii) if Buyer unjustifiably fails to take delivery of the Products, at such time as delivery is tendered by WG. Buyer shall insure the Products for their invoice value from the date delivery is made or tendered. Notwithstanding delivery and the passing of risk in the Products, Xxxxx agrees that title to the Products shall not pass to Buyer until WG has cleared funds received as payment for the price of the Products, and all other sums which are then currently outstanding to WG by Xxxxx. b. Until such time as title in the Products passes to Buyer, Buyer shall (i) hold the Products as WG’s fiduciary agent and bailee, (ii) store all of the Products in such a way as to be clearly separate and identifiable from Buyer’s inventory, (iii) keep the Products in their original packaging, properly stored, protected, insured and identified as WG’s property. c. Buyer acknowledges and agrees that: (i) it has, pursuant to these terms, granted to WG a Security Interest (as defined in section 12 of the Personal Property Securities Act “PPSA”) in the Products, including where applicable, a Purchase Money Security Interest, which interest(s) secures all of the Buyer’s present and future obligations owed to WG, and (ii) Buyer shall render all assistance necessary to enable WG to register, maintain and enforce WG’s perfected Security Interest. d. Buyer hereby waives: (i) its right to receive any notice in relation to the registration or enforcement of WG’s Security Interest in the Products under the PPSA, or any other applicable law, (ii) any time period that is required to elapse under any law before WG, as a secured party, may exercise a right, power or remedy it has in relation to the Products. e. Notwithstanding the foregoing, Buyer may resell the Products in the ordinary course of business, provided, (i) that any such resale shall be subject to a retention of title clause, including a right of entry for WG to repossess Products covered by this Clause, and (ii) Buyer does not offer the Products as collateral or otherwise pledge or grant a charge or allow a lien to exist in respect of the Products (a “Third Party Security Interest”) until title has passed to Buyer in accordance with these Agreements. If Buyer does permit, allow or otherwise create a Third Party Security Interest in the Products before title has passed to Buyer, then all monies owed to WG shall immediately become due and payable. Upon WG’s request, Buyer shall provide WG with all details and information necessary to collect the Products in the event of non-payment by Buyer. f. If the Buyer sells any Products before title has passed to Buyer in accordance with the Agreements in such a manner as to pass valid title to the Products to a third party, the Buyer shall hold the proceeds of such sale and/or the right to claim or receive such proceeds of sale in trust for WG, provided the foregoing shall not constitute Buyer as an agent of WG for the purposes of any such resale. g. Until such time as the title in the Products passes to Buyer, WG shall be entitled to require Buyer to return the Products to WG. If Buyer should fail to immediately comply with WG’s request, WG shall have the right to enter on or in any premises or vehicles of Buyer where the Products are loaded or stored for the purpose of repossessing said Products if Buyer is in breach of any of these Agreements or a Contract. h. Buyer shall not be permitted to sell any Products in its inventory (i) if it is in breach of any terms of this Agreement or a Contract, and (ii) after the appointment of a receiver to its property or after it has been placed in liquidation or administration or, not being a company, has committed an Act of Bankruptcy. Further, Buyer’s right to possess the Products shall immediately cease when and if Buyer makes an arrangement for the benefit of creditors generally, suffers or permits the appointment of an administrator, administrative receiver or receiver for its business or assets, or avails itself or becomes subject to any proceeding under any applicable bankruptcy laws, is unable to pay its debts within the meaning of Section 123 of the Insolvency Xxx 0000 or otherwise ceases to trade or threatens to cease to trade.

Title & Risk. a. Risk of loss or damage to the Products shall pass to Buyer: (i) upon delivery, or (ii) if Buyer unjustifiably fails to take delivery of the Products, at such time as delivery is tendered by WG. Buyer shall insure the Products for their invoice value from the date delivery is made or tendered. Notwithstanding delivery and the passing of risk in the Products, Xxxxx Buyer agrees that title to the Products shall not pass to Buyer until WG has cleared funds received as payment for the price of the Products, and all other sums which are then currently outstanding to WG by XxxxxBuyer. b. Until such time as title in the Products passes to Buyer, Buyer shall (i) hold the Products as WG’s fiduciary agent and bailee, (ii) store all of the Products in such a way as to be clearly separate and identifiable from Buyer’s inventory, (iii) keep the Products in their original packaging, properly stored, protected, insured and identified as WG’s property. c. Buyer acknowledges and agrees that: (i) it has, pursuant to these terms, granted to WG a Security Interest (as defined in section 12 of the Personal Property Securities Act “PPSA”) in the Products, including where applicable, a Purchase Money Security Interest, which interest(s) secures all of the Buyer’s present and future obligations owed to WG, and (ii) Buyer shall render all assistance necessary to enable WG to register, maintain and enforce WG’s perfected Security Interest. d. Buyer hereby waives: (i) its right to receive any notice in relation to the registration or enforcement of WG’s Security Interest in the Products under the PPSA, or any other applicable law, (ii) any time period that is required to elapse under any law before WG, as a secured party, may exercise a right, power or remedy it has in relation to the Products. e. Notwithstanding the foregoing, Buyer may resell the Products in the ordinary course of business, provided, (i) that any such resale shall be subject to a retention of title clause, including a right of entry for WG to repossess Products covered by this Clause, and (ii) Buyer does not offer the Products as collateral or otherwise pledge or grant a charge or allow a lien to exist in respect of the Products (a “Third Party Security Interest”) until title has passed to Buyer in accordance with these Agreements. If Buyer does permit, allow or otherwise create a Third Party Security Interest in the Products before title has passed to Buyer, then all monies owed to WG shall immediately become due and payable. Upon WG’s request, Buyer shall provide WG with all details and information necessary to collect the Products in the event of non-payment by Buyer. f. If the Buyer sells any Products before title has passed to Buyer in accordance with the Agreements in such a manner as to pass valid title to the Products to a third party, the Buyer shall hold the proceeds of such sale and/or the right to claim or receive such proceeds of sale in trust for WG, provided the foregoing shall not constitute Buyer as an agent of WG for the purposes of any such resale. g. Until such time as the title in the Products passes to Buyer, WG shall be entitled to require Buyer to return the Products to WG. If Buyer should fail to immediately comply with WG’s request, WG shall have the right to enter on or in any premises or vehicles of Buyer where the Products are loaded or stored for the purpose of repossessing said Products if Buyer is in breach of any of these Agreements or a Contract. h. Buyer shall not be permitted to sell any Products in its inventory (i) if it is in breach of any terms of this Agreement or a Contract, and (ii) after the appointment of a receiver to its property or after it has been placed in liquidation or administration or, not being a company, has committed an Act of Bankruptcy. Further, Buyer’s right to possess the Products shall immediately cease when and if Buyer makes an arrangement for the benefit of creditors generally, suffers or permits the appointment of an administrator, administrative receiver or receiver for its business or assets, or avails itself or becomes subject to any proceeding under any applicable bankruptcy laws, is unable to pay its debts within the meaning of Section 123 of the Insolvency Xxx 0000 or otherwise ceases to trade or threatens to cease to trade.