Title and risk

  • The risk in the Goods shall pass to the Customer on completion of delivery.
  • Title to the Goods shall not pass to the Customer until:
    • the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and
    • the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.4.
  • Until title to the Goods has passed to the Customer, the Customer shall:
    • store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
    • not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
    • maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
    • notify the Supplier immediately if it becomes subject to any of the events listed in clause 8.2; and
    •  give the Supplier such information relating to the Goods as the Supplier may require from time to time.
  • Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:
    • it does so as principal and not as the Supplier’s agent; and
    • title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.
  • If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 8.2, then, without limiting any other right or remedy the Supplier may have:
    • the Customer’s right to resell the Goods or use them in the ordinary course of its business ceases immediately; andthe Supplier may at any time:
      • require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
      •  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.

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