Common use of PASSING OF TITLE AND RISK Clause in Contracts

PASSING OF TITLE AND RISK. DELIVERY Each Party shall be responsible for risk of Where a Delivery Date is agreed in the loss of, and damage to, equipment, Order, CSI will use its reasonable software or other materials in its possession endeavours to provide the Products to meet or under its control save that for these the Delivery Date. Unless otherwise stated purposes Client Equipment installed on in an Order, time shall not be of the essence CSI’s Facilities (if any) shall be and remain with respect to any Delivery Date and CSI at the Client’s risk with effect from delivery shall have no liability for any delay to a of such Client Equipment to CSI’s Facilities. Delivery Date to the extent that it results Title in any tangible Products shall only pass from any failure on the part of Client to from CSI to Client once Client has paid all comply with any of its obligations under the Charges and all other monies owed to CSI relevant Order. under the agreement in cleared funds. This If no such Delivery Date is specified or Part D Clause 4.2 does not apply in the case agreed, CSI shall use its reasonable of equipment that is leased by CSI to Client. endeavours to deliver or supply the 5. CHARGES AND PAYMENTS Products to Client as soon as reasonably The provisions of Part A Clauses 4.1 to 4.11 possible. CSI shall not be liable for any loss, apply to Charges for Orders for Products. liability or expense caused by any delay in Unless otherwise stated in an Order, any such delivery or supply. Subject to a Charges for Products and one-off Charges Project Plan, CSI shall be entitled to deliver shall be invoiced on delivery. or supply the Products in one delivery or by 6.

PASSING OF TITLE AND RISK. DELIVERY Each Party shall be responsible for risk 9.1 Risk of Where a Delivery Date is agreed loss or damage of any Products, Equipment or Documentation supplied by CSI to Client pursuant to the Agreement will pass to Client upon the date such items are delivered (as defined in the loss of, and damage to, equipment, Order, CSI will use its reasonable software Clause 7) or other materials in its possession endeavours to provide the Products to meet or under its control save that for these the Delivery Date. Unless otherwise stated purposes Client Equipment installed on in an Order, time shall not be of the essence CSI’s Facilities (if any) shall be and remain with respect to any Delivery Date and CSI placed at the Client’s risk with effect from delivery shall have no liability for any delay to a disposal of such Client Equipment to CSI’s Facilities. Delivery Date to by the extent that it results transporter pending confirmation of delivery. 9.2 Title in any tangible Products shall only pass from any failure on the part of Client to from CSI to Client once Client has paid all comply with any of its obligations under the Charges and all other monies owed to CSI relevant Order. under the agreement Agreement in cleared funds. This If no such Delivery Date is specified or Part D Clause 4.2 does not apply . 10.1 CSI warrants that: 10.1.1 providing that all the Managed Services Requirements have been documented in the case agreed, relevant signed Order(s) (which shall be the responsibility of Client) it is able to provide all of the Managed Services Requirements in accordance with the applicable descriptions as further set out and described in the relevant Order(s), 10.2 CSI shall use its reasonable of equipment acknowledges that Client is leased entering into the Agreement in reliance on the warranties provided by CSI in Clause 10.1. 10.3 Client hereby acknowledges and confirms that : 10.3.1 it has given CSI full opportunity to Client. endeavours carry out a thorough due diligence exercise in relation to deliver or supply the 5. CHARGES AND PAYMENTS Products Managed Services Requirements and has provided full answers to Client as soon as reasonably The provisions CSI to all the questions that CSI considers to be relevant for the purpose of Part A Clauses 4.1 establishing whether it is able to 4.11 possible. provide the Managed Services in accordance with the terms of this Agreement; 10.3.2 it has provided all information necessary to enable CSI shall not be liable for any lossto determine whether it is able to provide the Managed Services in accordance with the terms of this Agreement. 10.4 In addition, apply to Charges for Orders for Products. liability or expense caused by any delay in Unless otherwise stated in an Order, any such delivery or supply. Subject to a Charges for Products and one-off Charges Project Planthroughout the term of this Agreement, CSI shall be entitled responsible for specifying to deliver Client all information reasonably required by CSI for the purposes of recommending, advising, establishing, setting-up and providing the Managed Services hereunder and CSI shall be invoiced do so in sufficient detail to enable Client to supply all such information to CSI, so far as it is available to Client. CSI shall review all such information supplied by Client to CSI promptly on delivery. or supply the Products in one delivery or receipt and shall, promptly following receipt, notify Client of any further information reasonably required by 6CSI.