Common use of Title to Goods Clause in Contracts

Title to Goods. 7.1 Notwithstanding delivery and the passing of risk in the Goods, until such time as the Buyer shall have paid the Supplier in full the price of and all additional charges in respect of Goods supplied under the Contract:- (i) ownership of the Goods shall remain with the Supplier, and the Buyer shall hold the Goods in a fiduciary capacity only for the Supplier and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Supplier’s property, save that the Buyer may resell or use the Goods in the ordinary course of business; (ii) if the Buyer sells (or allows to be sold) the Goods, the proceeds of sale shall be held in a separate clearly identifiable account and the Buyer’s beneficial interest shall attach to the proceeds of sale and the Buyer shall have the right to trace such proceeds of sale. 7.2 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Supplier. 7.3 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Supplier may at any time require the Buyer to deliver up the Goods to the Supplier and, if the Buyer fails to do so forthwith, enter on any premises of the Buyer or any third party where the Goods are stored and repossess the Goods. For the avoidance of doubt, in such circumstances, the Supplier shall be entitled to repossess any Goods in which property has not yet passed to the Buyer under any Contract between the Buyer and the Supplier.

Title to Goods. 7.1 5.1 Notwithstanding delivery and the passing of that risk in the Goods, until such time as Goods shall pass to the Buyer in accordance with condition 10, the Goods shall have paid remain the property of the Supplier in full the price of and all additional charges in respect of Goods supplied under the Contract:- title (ilegal and beneficial) ownership of to the Goods shall remain with the Supplier until payment in full (in cash or cleared funds) has been received by the Supplier: 5.1.1 for those Goods; and 5.1.2 for all other Goods or Services supplied by the Supplier; and 5.1.3 of all other monies due or which become due from the Buyer to the Supplier on any account. 5.2 Until title to the Goods passes to the Buyer under condition 5.1 the Buyer shall:- 5.2.1 hold the Goods on a fiduciary basis as trustee for the Supplier; 5.2.2 keep the Goods at its own premises and (at no cost to the Supplier) separately from all goods of the Buyer or third parties in such a way that they remain readily identifiable as the property of the Supplier; 5.2.3 not destroy, and deface or obscure any identifying mark or packaging on or relating to the Goods; 5.2.4 maintain the Goods in satisfactory condition insured on the Supplier's behalf for their full price against all risks to the reasonable satisfaction of the Supplier. On request the Buyer shall produce the policy of insurance to the Supplier; and 5.2.5 hold the Goods proceeds of the insurance referred to in a fiduciary capacity only condition 5.2.4 on trust for the Supplier and shall keep not mix them with any other money, nor pay the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Supplier’s property, save that the proceeds into an overdrawn bank account. 5.3 The Buyer may resell or use the Goods before ownership has passed to it solely on the following conditions: 5.3.1 any sale shall be effected in the ordinary course of business;the Buyer's business at full market value; and (ii) if the Buyer sells (or allows to be sold) the Goods, the proceeds of 5.3.2 any such sale shall be held in a separate clearly identifiable account and sale of the Supplier's property on the Buyer’s beneficial interest shall attach to the proceeds of sale 's own behalf and the Buyer shall have deal as principal when making such a sale 5.4 Goods shall be deemed sold or used in the right order delivered to trace such proceeds of salethe Buyer. 7.2 The Buyer shall not be entitled 5.5 At any time before title to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Supplier. 7.3 Until such time as the property in the Goods passes to the Buyer (and provided whether or not any payment to the Goods are still Supplier is then overdue or the Buyer is otherwise in existence and have not been resoldbreach of any obligation to the Supplier), the Supplier may (without prejudice to any other of its rights):- 5.5.1 retake possession of all or any part of the Goods and enter any premises for that purpose (or authorise others to do so); 5.5.2 require delivery up to it of all or any part of the Goods. 5.6 The Supplier may at any time require appropriate sums received from the Buyer to deliver up as it thinks fit notwithstanding any purported appropriation by the Goods to the Supplier and, if the Buyer fails to do so forthwith, enter on any premises of the Buyer or any third party where the Goods are stored and repossess the Goods. For the avoidance of doubt, in such circumstances, the Supplier shall be entitled to repossess any Goods in which property has not yet passed to the Buyer under any Contract between the Buyer and the SupplierBuyer.

Title to Goods. 7.1 Notwithstanding delivery delivery, title to the goods shall not pass to the Purchaser until BA has received in cash, or cleared funds, payment in full of the price of the goods and all other goods sold or agreed to be sold by BA to the passing of risk in the Goods, until Purchaser for which payment is then due. Until such time as title to the Buyer shall have paid goods passes to the Supplier in full Purchaser, the price of and all additional charges in respect of Goods supplied under the Contract:- (i) ownership of the Goods shall remain with the Supplier, and the Buyer Purchaser shall hold the Goods in a goods as BA's fiduciary capacity only for the Supplier agent and bailee, and shall keep the Goods goods separate from those of the Buyer Purchaser and third parties and properly stored, protected and insured and identified as BA's property. Notwithstanding the Supplier’s propertyabove, save that until such time as the Buyer may resell title to the goods passes to the Purchaser, the Purchaser shall be entitled to re-sell or use the Goods goods in the ordinary course of its business; (ii) if the Buyer sells (or allows , but shall account to be sold) the Goods, BA for the proceeds of sale sale, whether tangible or intangible (including any insurance proceeds received) and shall keep all such proceeds separate from any monies or property of the Purchaser and third parties, and in the case of tangible proceeds, property stored, protected and insured. Until such time as title to the goods passes to the Purchaser, BA shall be held in a separate clearly identifiable account entitled at any time to require the Purchaser to deliver up the goods to BA and, if the Purchaser fails to do so forthwith, to enter upon any premises of the Purchaser or any third party where the goods are stored and to repossess the Buyer’s beneficial interest shall attach to the proceeds of sale and the Buyer shall have the right to trace such proceeds of sale. 7.2 goods. The Buyer Purchaser shall not be entitled to pledge pledge, or in any other way charge encumber by way of security for any indebtedness indebtedness, any of the Goods which goods that remain the property of the Supplier. 7.3 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Supplier may at any time require the Buyer to deliver up the Goods to the Supplier and, BA but if the Buyer fails Purchaser does so all monies owing by the Purchaser to do so forthwith, enter on BA shall (without prejudice to any premises other right or remedy of the Buyer or any third party where the Goods are stored BA) forthwith become due and repossess the Goods. For the avoidance of doubt, in such circumstances, the Supplier shall be entitled to repossess any Goods in which property has not yet passed to the Buyer under any Contract between the Buyer and the Supplierpayable.

Title to Goods. 7.1 5.1 Notwithstanding delivery and the passing of that risk in the Goods, until such time as Goods shall pass to the Buyer in accordance with condition 10, the Goods shall have paid remain the property of the Supplier in full the price of and all additional charges in respect of Goods supplied under the Contract:- title (ilegal and beneficial) ownership of to the Goods shall remain with the Supplier until payment in full (in cash or cleared funds) has been received by the Supplier: 5.1.1 for those Goods; and 5.1.2 for all other Goods or Services supplied by the Supplier; and 5.1.3 of all other monies due or which become due from the Buyer to the Supplier on any account. 5.2 Until title to the Goods passes to the Buyer under condition 5.1 the Buyer shall:- 5.2.1 hold the Goods on a fiduciary basis as trustee for the Supplier; 5.2.2 keep the Goods at its own premises and (at no cost to the Supplier) separately from all goods of the Buyer or third parties in such a way that they remain readily identifiable as the property of the Supplier; 5.2.3 not destroy, and deface or obscure any identifying mark or packaging on or relating to the Goods; 5.2.4 maintain the Goods in satisfactory condition insured on the Supplier's behalf for their full price against all risks to the reasonable satisfaction of the Supplier. On request the Buyer shall produce the policy of insurance to the Supplier; and 5.2.5 hold the Goods proceeds of the insurance referred to in a fiduciary capacity only condition 5.2.4 on trust for the Supplier and shall keep not mix them with any other money, nor pay the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Supplier’s property, save that the proceeds into an overdrawn bank account. 5.3 The Buyer may resell or use the Goods before ownership has passed to it solely on the following conditions: 5.3.1 any sale shall be effected in the ordinary course of business;the Buyer's business at full market value; and (ii) if the Buyer sells (or allows to be sold) the Goods, the proceeds of 5.3.2 any such sale shall be held in a separate clearly identifiable account and sale of the Supplier's property on the Buyer’s beneficial interest shall attach to the proceeds of sale 's own behalf and the Buyer shall have the right to trace deal as principal when making such proceeds of a sale. 7.2 The Buyer 5.4 Goods shall not be entitled deemed sold or used in the order delivered to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the SupplierBuyer. 7.3 Until such 5.5 At any time as the property in before title to the Goods passes to the Buyer (and provided whether or not any payment to the Goods are still Supplier is then overdue or the Buyer is otherwise in existence and have not been resoldbreach of any obligation to the Supplier), the Supplier may (without prejudice to any other of its rights):- 5.5.1 retake possession of all or any part of the Goods and enter any premises for that purpose (or authorise others to do so); 5.5.2 require delivery up to it of all or any part of the Goods. 5.6 The Supplier may at any time require appropriate sums received from the Buyer as it thinks fit notwithstanding any purported appropriation by the Buyer. 5.7.1 The Buyer's right to deliver up possession of the Goods (other than the Consignment Stock) shall terminate immediately if: 5.7.1. 1the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any Act for the time being in force for the relief of insolvent debtors, (or being a body corporate) it, convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a notice is given, a resolution is passed or an order is made, for or in connection with or a petition presented to any court for the Supplier and, if the Buyer fails to do so forthwith, enter on any premises winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any third party where proceedings are commenced relating to the Goods are stored insolvency or possible insolvency of the Buyer; or 5.7.1. 2the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe/perform and repossess of his/its obligations under the Contract or any other contract between the Supplier and the Buyer, the Buyer suspends, or threatens to suspend, payment of its debts , or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is unable to pay its debts within the meaning of the Insolvency Act or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of the Insolvency Act, or (being a partnership) has any partner to whom any of the foregoing apply;, or the Buyer ceases to trade; or 5.7.1. 3the Buyer encumbers or in any way charges any of the Goods. For the avoidance of doubt, in such circumstances, the Supplier shall be entitled to repossess any Goods in which property has not yet passed to the Buyer under any Contract between the Buyer and the Supplier.; or

Title to Goods. 7.1 5.1 Notwithstanding delivery and the passing of that risk in the Goods, until such time as Goods shall pass to the Buyer in accordance with condition 10, the Goods shall have paid remain the property of the Supplier in full the price of and all additional charges in respect of Goods supplied under the Contract:- title (ilegal and beneficial) ownership of to the Goods shall remain with the Supplier until payment in full (in cash or clear ed funds) has been received by the Supplier: 5.1.1 for those Goods; and 5.1.2 for all other Goods or Services supplied by the Supplier; and 5.1.3 of all other monies due or which become due from the Buyer to the Supplier on any account. 5.2 Until title to the Goods passes to the Buyer under condition 5.1 the Buyer shall:- 5.2.1 hold the Goods on a fiduciary basis as trustee for the Supplier; 5.2.2 keep the Goods at its own premises and (at no cost to the Supplier) separately from all goods of the Buyer or third parties in such a way that they remain readily identifiable as the property of the Supplier; 5.2.3 not destroy, and deface or obscure any identifying mark or packaging on or relating to the Goods; 5.2.4 maintain the Goods in satisfactory condition i nsured on the Supplier's behalf for their full price against all risks to the reasonable satisfaction of the Supplier. On request the Buyer shall produce the policy of insurance to the Supplier; and 5.2.5 hold the Goods proceeds of the insurance referred to in a fiduciary capacity only condition 5.2.4 on trust for the Supplier and shall keep not mix them with any other money, nor pay the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Supplier’s property, save that the proceeds into an overdrawn bank account. 5.3 The Buyer may resell or use the Goods before ownership has passed to it solely on the following conditions: 5.3.1 any sale shall be effected in the ordinary course of business;the Buyer's business at full market value; and (ii) if the Buyer sells (or allows to be sold) the Goods, the proceeds of 5.3.2 any such sale shall be held in a separate clearly identifiable account and sale of the Supplier's property on the Buyer’s beneficial interest shall attach to the proceeds of sale 's own behalf and the Buyer shall have the right to trace deal as principal when making such proceeds of a sale. 7.2 The Buyer 5.4 Goods shall not be entitled deemed sold or used in the order delivered to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the SupplierBuyer. 7.3 Until such 5.5 At any time as the property in before title to the Goods passes to the Buyer (and provided whether or not any payment to the Goods are still Supplier is then overdue or the Buyer is otherwise in existence and have not been resoldbreach of any obligation to the Supplier), the Supplier may (without prejudice to any other of its rights):- 5.5.1 retake possession of all or any part of the Goods and enter any premises for that purpose (or authorise others to do so); 5.5.2 require delivery up to it of all or any part of the Goods. 5.6 The Supplier may at any time require appropriate sums received from the Buyer as it thinks fit notwithstanding any purported appropri ation by the Buyer. 5.7.1 The Buyer's right to deliver up possession of the Goods to (other than the Supplier and, if Consignment Stock) shall terminate immediately if: 5.7.1.1 the Buyer fails has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise tak es the benefit of any Act for the time being in force for the relief of insolvent debtors, (or being a body corporate) it, convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solv ent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a notice is given, a resolution is passed or an order is made, for or in connection with or a petition presented to do so forthwith, enter on any premises court for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any third party where proceedings are commenced relating to the Goods are stored insolvency or possible insolve ncy of the Buyer; or 5.7.1.2 the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe/perform and repossess of his/its obligations under the Contract or any other contract between the Supplier and the Buyer, the Buyer suspends, or threatens to suspend, payment of its debts , or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;, or the Buyer ceases to trade; or 5.7.1.3 the Buyer encumbers or in any way charges any of the Goods. ; or 5.7.1.4 (being an individual) the Buyer is the subject of a bankruptcy petition or order; or 5.7.1.5 (being a company) a floating charge holder over the Buyer's assets has become entitled to appoint or has appointed an administrative receiver; or 5.7.1.6 any event occurs, or proceeding is taken, with respect to the Buyer in any jurisdiction to which it is subject that has an ef fect equivalent or similar to any of the events mentioned in clause 5.7.1.1 to clause 5.7.1.5 (inclusive); or 5.7.1.7 the Buyer suspends, threatens to suspends, ceases or threatens to cease to carry on all or substantially the whole of its bus iness; or 5.7.1.8 the Buyer's financial position deteriorates to such an extent that in the Supplier's opinion the Buyer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or 5.7.1.9 (being an individual) the Buyer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation. 5.7.2 For the avoidance of doubt, in such circumstances, the Buyer shall have no right to retain possession of the Consignment Stock and the Supplier may at any time:- 5.7.2.1 retake possession of all or any part of the Consignment Stock and enter any premises for that purpose (or authorise others to do so); 5.7.2.2 require delivery up to it of all or any part of the Consignment Stock. 5.8 The Supplier shall be entitled to repossess recover payment for the Goods notwithstanding that the Goods remain the property of the Supplier pursuant to condition 5.1. 5.9 The Buyer grants the Supplier, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in which property order to inspect them, and/or to recover them in accordance with condition 5.5 or condition 5.7, as appropriate. 5.10 The Buyer shall allow the Supplier access during working hours to its premises where Consignment Stock is or has not yet passed to been stored for the purposes of ascertaining whether the Buyer under has used or sold on any Contract between Consignment Stock. The Supplier shall be entitled to receive payment in accordance with these conditions for all Consignment Stock used or sold on by the Buyer or damaged or destroyed while risk therein lies with the Buyer in terms of condition 10 and the Supplierto issue invoices in respect thereof.