Common use of PASSING OF TITLE AND RISK Clause in Contracts

PASSING OF TITLE AND RISK. 15.1 Under no circumstances shall title to any computer software be transferred to the Customer. 15.2 Notwithstanding that title may not have passed, risk of damage to, or loss of, the Goods shall pass to the Customer: 15.2.1 in the case of Goods where delivery occurs at ESPRIA's premises, at the time when ESPRIA notifies the Customer that the Goods are available for collection, or 15.2.2 in the case of Goods to be delivered otherwise than at ESPRIA's premises, at the time of delivery, or if the Customer wrongfully fails to take delivery of the Goods, the time when ESPRIA has tendered delivery. 15.3 Notwithstanding delivery and the passing of risk in the Goods, title to the Goods shall remain with ESPRIA until such time as ESPRIA has received payment for the Goods in accordance with the terms of the Contract. 15.4 ESPRIA shall be entitled to sue for the price of the Goods notwithstanding that title has not passed or shall have the right by notice in writing to the Customer at any time after the agreed delivery date to pass title to the Customer as from the date of notice. 15.5 Until such time as title to the Goods passes to the Customer, the Customer shall hold the Goods as ESPRIA’s bailee and shall keep the Goods secure, in complete and saleable condition, separate from those of the Customer and third parties and clearly identified as ESPRIA's property. The Customer shall not attach or affix the Goods to any premises without the prior written consent of ESPRIA. 15.6 Until title passes to the Customer, ESPRIA shall be entitled to require the Customer immediately to deliver up the Goods or any part of them to ESPRIA. If the Customer fails to do so, then ESPRIA (and its agents) shall be entitled to repossess the Goods and to enter upon any premises owned or controlled by the Customer where the Goods are stored, or where ESPRIA reasonably believes that the Goods are stored, for the purpose of taking such possession. Where the Goods have been installed or attached to any other property ESPRIA shall be entitled to detach the Goods (making good any damage thereby caused). Such redelivery or retaking of possession shall be without prejudice to the obligation of the Customer to purchase the Goods in accordance with the Contract. 15.7 If the Customer sells the Goods before ESPRIA has received payment for them, and provided that such Goods have not been inextricably mixed with any goods belonging to or annexed to any real property of the Customer or any third party, then the Customer shall sell for the account of ESPRIA and shall hold the proceeds of sale as trustee for ESPRIA and shall keep all such proceeds separate from any money or property of third parties. As between the Customer and its the customer, the Customer shall sell in the Customer's own name as principal and shall have no authority to enter into any contract on behalf of ESPRIA. 15.8 The Customer shall not be entitled to charge by way of security or otherwise pledge any of the Goods which remain the property of ESPRIA and if the Customer shall do, or purport to do, so then (without prejudice to any other right or remedy of ESPRIA) all sums owing by the Customer to ESPRIA shall immediately become due and payable.

PASSING OF TITLE AND RISK. 15.1 Under no circumstances 10.1 The risk shall title to any computer software be transferred to pass in accordance with the Customerapplicable Incoterms 2020. 15.2 Notwithstanding that title may not have passed, risk of damage to, or loss of, 10.2 Title to the Goods shall not pass to the CustomerBuyer until Hilti has received in full (in cash or cleared funds) all sums due to it in respect of: 15.2.1 in the case of Goods where delivery occurs at ESPRIA's premises, at the time when ESPRIA notifies the Customer that the Goods are available for collection, or 15.2.2 in the case of Goods to be delivered otherwise than at ESPRIA's premises, at the time of delivery, or if the Customer wrongfully fails to take delivery of 10.2.1 the Goods, ; and 10.2.2 all other sums which are or which become due to Hilti from the time when ESPRIA has tendered deliveryBuyer on any account. 15.3 Notwithstanding delivery and the passing of risk in the Goods, 10.3 Until title to the Goods has passed to the Buyer, the Buyer shall: 10.3.1 hold the Goods on a fiduciary basis as ▇▇▇▇▇’s bailee; 10.3.2 store the Goods (at no cost to Hilti) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as ▇▇▇▇▇’s property; 10.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and 10.3.4 maintain the Goods in satisfactory condition and keep them insured on ▇▇▇▇▇’s behalf for their full price against all risks to the reasonable satisfaction of Hilti. On request the Buyer shall remain with ESPRIA until such time as ESPRIA produce the policy of insurance to Hilti. 10.4 The Buyer may use the Goods in the ordinary course of the Buyer’s business before ownership has received passed to it. 10.5 The Buyer’s right to possession of the Goods shall terminate immediately upon the occurrence of any of the events specified in sections 16.1.2 to 16.1.6 below. 10.6 Hilti shall be entitled to recover payment for the Goods in accordance with the terms notwithstanding that ownership of the Contract. 15.4 ESPRIA shall be entitled to sue for the price any of the Goods notwithstanding that title has not passed from Hilti. 10.7 The Buyer grants Hilti, its Personnel an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them, and the Buyer acknowledges that Hilti shall have the right to intercept and repossess Goods in transit where the Buyer’s right to possession has terminated. 10.8 Where Hilti is unable to determine whether any Goods are the goods in respect of which the Buyer’s right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by notice in writing Hilti to the Customer at any time after Buyer in the agreed delivery date to pass title order in which they were invoiced to the Customer as from the date of noticeBuyer. 15.5 Until such time as title 10.9 On termination of the Contract, howsoever caused, ▇▇▇▇▇’s (but not the Buyer’s) rights contained in this section 10 shall remain in effect. Hilti’s rights and remedies set out in this section 10 are in addition to the Goods passes to the Customer, the Customer shall hold the Goods as ESPRIA’s bailee and shall keep the Goods securenot in any way prejudice, in complete and saleable condition, separate from those of the Customer and third parties and clearly identified as ESPRIA's property. The Customer shall not attach limit or affix the Goods to any premises without the prior written consent of ESPRIA. 15.6 Until title passes to the Customer, ESPRIA shall be entitled to require the Customer immediately to deliver up the Goods or any part of them to ESPRIA. If the Customer fails to do so, then ESPRIA (and its agents) shall be entitled to repossess the Goods and to enter upon any premises owned or controlled by the Customer where the Goods are stored, or where ESPRIA reasonably believes that the Goods are stored, for the purpose of taking such possession. Where the Goods have been installed or attached to any other property ESPRIA shall be entitled to detach the Goods (making good any damage thereby caused). Such redelivery or retaking of possession shall be without prejudice to the obligation of the Customer to purchase the Goods in accordance with the Contract. 15.7 If the Customer sells the Goods before ESPRIA has received payment for them, and provided that such Goods have not been inextricably mixed with any goods belonging to or annexed to any real property of the Customer or any third party, then the Customer shall sell for the account of ESPRIA and shall hold the proceeds of sale as trustee for ESPRIA and shall keep all such proceeds separate from any money or property of third parties. As between the Customer and its the customer, the Customer shall sell in the Customer's own name as principal and shall have no authority to enter into any contract on behalf of ESPRIA. 15.8 The Customer shall not be entitled to charge by way of security or otherwise pledge restrict any of Hilti’s other rights or remedies under the Goods which remain the property of ESPRIA and if the Customer shall do, Contract or purport to do, so then (without prejudice to any other right or remedy of ESPRIA) all sums owing by the Customer to ESPRIA shall immediately become due and payablein law.

PASSING OF TITLE AND RISK. 15.1 Under no circumstances shall title to any computer software be transferred 1. From the date of delivery to the Customer. 15.2 Notwithstanding that title may not have passed, risk of damage to, or loss of, Buyer the Goods shall pass be at the risk of the Buyer who shall be solely responsible for their custody and maintenance but unless otherwise expressly agreed to in writing the Goods shall remain the property of the Company until all payments under the Contract have been made in full and unconditionally and credited to the Customer:Company’s account. Whilst the ownership of the company continues the buyer shall keep the goods separate and identifiable from all other Goods in its possession as bailee for the Company 15.2.1 2. In the event of any resale by the buyer of the goods the beneficial entitlement of the company shall attach to the proceeds of sale or other disposition thereof so that such proceeds or any claim thereof shall be assigned to the Company. 3. In the event of failure to pay the price in accordance with the Contract the Company shall have power to re-possess and re- sell the Goods. The return and acceptance of the goods by the Company shall be subject to Clause L. Such power being additional to (and not in substitution for) any other power of sale arising by operation or law or implications or otherwise and for such purpose the Company and its servants, employees, and /or agents may forthwith enter upon any premises or land occupied or owned by the Buyer to remove and take custody and possession of the goods. 4. Pending payment of the full purchase price of the Goods comprehensively insured against loss or damage by accident, fire, theft and other risk usually covered by insurance in the type of business for which the goods are for the time being used in an amount at least equal to the balance of the price for the same from time to time remaining outstanding. The policy shall bear an endorsement recording the Company’s interest and shall be produced to the Company on request I. Delivery 1. The period for delivery shall be the period within which the Goods are intended to be dispatched from the Company’s premises and shall be calculated from the date of receipt by the Company of the Buyer’s order or from receipt of all necessary information to enable the Company to manufacture or procure the goods whichever shall be the later and the Buyer shall take delivery of the goods within that period. If no period is given then delivery will be such time after receipt of instructions as the Company thinks reasonable. 2. All times or dates given for delivery of the goods are given in good faith but without any responsibility on the part of the Company. Time of delivery shall not be of the essence of any contract nor shall the Company be under any liability for any delay beyond the Company’s control. 3. Where the goods are handed over to a carrier for carriage to Buyer any such carrier shall be deemed to be an agent of the Company and not of the Buyer for the purpose of Sale of Goods Act, 1930 and any amendments thereof. 4. No liability for non delivery, loss or damage to the Goods occurring prior to delivery or for any claim that the Goods are not in accordance with the contract will attach to the company unless claims to that effect are notified in writing by the Buyer to the Company within 3 working days of delivery in the case of partial loss or damage of goods in transit or delivery. 5. In the event of a valid claim for non-delivery of non-compliance with the Contract the company undertakes, at the option, either to reprocess or replace the Goods where at its expense but shall not be under any further or other liability to any person in connection with such non-delivery, loss or not-compliance. 6. If for any reason the Buyer is unable to accept delivery occurs at ESPRIA's premises, of goods at the time when ESPRIA notifies the Customer that goods are due and ready for delivery the Company may, at its sole discretion, without prejudice to its other rights store the goods at the risk of the Buyer and take all reasonable steps to safeguard and insure them at the cost of the Buyer. The buyer shall however be liable to pay demurrage/storage charges for same. 7. The Company shall have the right to make delivery by installment of such quantities and at such intervals as it may decide, and any express provision as to installment in the contract shall be in addition to and not in derogation of this right. 8. All requests for proof of delivery must be made within a period of 21 calendar days following the date of the invoice. 9. Where the Goods are available for collection, ordelivery by installments any defect in any installment shall not be a ground for cancellation of the remainder of the installment and the Buyer shall be bound to accept delivery thereof. 15.2.2 in the case of Goods to be delivered otherwise than at ESPRIA's premises, 10. The buyer at the time of delivery, or if accepting the Customer wrongfully fails to take delivery goods shall ensure that the goods are in good condition. In of the Goodsany defect, the time when ESPRIA has tendered delivery. 15.3 Notwithstanding delivery same shall be intimated immediately and the passing signing and acceptance of risk goods will be deemed that goods are in good condition. Without prejudice, in the Goodsevent of any complaint, title the same should be intimated within 7 days of delivery to the Goods shall remain with ESPRIA until such time as ESPRIA has received payment for company in writing failing which the Goods in accordance with the terms of the Contract. 15.4 ESPRIA goods shall be entitled deemed to sue for the price of the Goods notwithstanding that title has not passed or shall have the right by notice be in writing to the Customer at any time after the agreed delivery date to pass title to the Customer as from the date of noticeperfect condition. 15.5 Until such time as title to the Goods passes to the Customer, the Customer shall hold the Goods as ESPRIA’s bailee and shall keep the Goods secure, in complete and saleable condition, separate from those of the Customer and third parties and clearly identified as ESPRIA's property. The Customer shall not attach or affix the Goods to any premises without the prior written consent of ESPRIA. 15.6 Until title passes to the Customer, ESPRIA shall be entitled to require the Customer immediately to deliver up the Goods or any part of them to ESPRIA. If the Customer fails to do so, then ESPRIA (and its agents) shall be entitled to repossess the Goods and to enter upon any premises owned or controlled by the Customer where the Goods are stored, or where ESPRIA reasonably believes that the Goods are stored, for the purpose of taking such possession. Where the Goods have been installed or attached to any other property ESPRIA shall be entitled to detach the Goods (making good any damage thereby caused). Such redelivery or retaking of possession shall be without prejudice to the obligation of the Customer to purchase the Goods in accordance with the Contract. 15.7 If the Customer sells the Goods before ESPRIA has received payment for them, and provided that such Goods have not been inextricably mixed with any goods belonging to or annexed to any real property of the Customer or any third party, then the Customer shall sell for the account of ESPRIA and shall hold the proceeds of sale as trustee for ESPRIA and shall keep all such proceeds separate from any money or property of third parties. As between the Customer and its the customer, the Customer shall sell in the Customer's own name as principal and shall have no authority to enter into any contract on behalf of ESPRIA. 15.8 The Customer shall not be entitled to charge by way of security or otherwise pledge any of the Goods which remain the property of ESPRIA and if the Customer shall do, or purport to do, so then (without prejudice to any other right or remedy of ESPRIA) all sums owing by the Customer to ESPRIA shall immediately become due and payable.