Common use of Retention of Title Clause in Contracts

Retention of Title. 8.1. All goods supplied by the Contractor to the Client shall be at the Client’s risk immediately on delivery to the Client or immediately on delivery as directed by the Client or immediately on collection by the Client’s transport contractor as the case may be. 8.2. Notwithstanding that risk or loss or damage to the goods passes to the Client in accordance with sub-clause 8.1 above, goods delivered by the Contractor shall remain the property of the Contractor until all debts owing by the Client to the Contractor have been paid, notwithstanding that payments may be made for the purpose of settlement of specifically designated claims. 8.3. The Client acknowledges that until title in and to the goods passes to the Client in accordance with this clause, the Client holds the goods as bailee of the Contractor and that a fiduciary relationship exists between the Client and the Contractor. 8.4. Until payment of all debts owing by the Client to the Contractor, the Client may sell the goods or any part thereof in the name of the Client in the ordinary course of business, but does so as a fiduciary agent of the Contractor (but the Client shall not hold itself out as such), provided that such sales shall not give rise to any obligations on the part of the Contractor and on terms which will not prejudice the Contractor’s ability to obtain the sale proceeds thereof. The Client may, for the purpose of any such sale, part with possession of the goods and shall hold the proceeds of sale on trust for the Contractor in a separate account. 8.5. These provisions apply notwithstanding any arrangement under which the Contractor provides credit to the Customer. To the extent there is any inconsistency, these provisions shall prevail. 8.6. The Contractor may recover the price of the goods by legal action, and may serve a statutory demand pursuant to the Corporations ▇▇▇ ▇▇▇▇ (Clth) and file an application for the appointment of a Liquidator to the Client, if the goods are not paid for within the Contractor’s usual credit terms or any separate arrangement for credit made by the Contractor with the Client, notwithstanding that property in the goods has not passed to the Client. 8.7. Until payment of all debts owing to the Contractor by the Client, the Client shall store the goods separately and in such a manner that they are clearly identified as the property of the Contractor. The Contractor may, without prejudice to any of its other rights, without any notice, retake and resume possession of any goods which remain its property and, by its servants and agents, enter upon the Client’s premises or any other place where the goods may be for that purpose, upon the happening of any of the Default Events set out in clause 7 in which event the Client's implied right to sell the goods shall immediately terminate. 8.8. Upon retaking possession of those goods for which payment has not been made, the Contractor shall, within a reasonable time inspect those goods and credit the Client’s account with such sum as the Contractor in its absolute discretion considers to be a fair and reasonable value for the said goods after making due allowance for the price for which those goods were sold to the Client, the condition of the goods at the time of repossession, and the costs incurred by the Contractor in connection with the repossession, sorting and examination of goods.

Retention of Title. 8.1. All goods supplied by the Contractor to the Client shall be at the Client’s risk immediately on delivery to the Client or immediately on delivery as directed by the Client or immediately on collection by the Client’s transport contractor as the case may be. 8.2. Notwithstanding that risk or loss or damage to the goods passes to the Client in accordance with sub-clause 8.1 above(1) Ownership, goods delivered by the Contractor shall remain the title and property of the Contractor Goods remains with TIMG until payment in full for the Goods and all debts sums due and owing by the Client to the Contractor TIMG on any account have been paid, notwithstanding that payments may be made for made. Until the purpose date of settlement of specifically designated claims.payment: 8.3. The Client acknowledges that until title in and to the goods passes to (a) the Client has the right to sell the Goods in accordance with this clause, the Client holds the goods as bailee ordinary course of the Contractor and that a fiduciary relationship exists between Client’s business; (b) until the Client and the Contractor. 8.4. Until payment of all debts owing Goods have been sold by the Client to the Contractor, the Client may sell the goods or any part thereof in the name of the Client in the ordinary course of the Client’s business, but does so as a fiduciary agent of the Contractor (but the Client shall not hold itself out holds the Goods as such), provided that such sales shall not give rise to any obligations on Bailee for TIMG; (c) the part Goods are always at the risk of the Contractor and on terms which will not prejudice the Contractor’s ability to obtain the sale proceeds thereof. The Client may, for the purpose of any such sale, part with possession of the goods and shall hold the proceeds of sale on trust for the Contractor in a separate account. 8.5. These provisions apply notwithstanding any arrangement under which the Contractor provides credit to the Customer. To the extent there is any inconsistency, these provisions shall prevail. 8.6. The Contractor may recover the price of the goods by legal action, and may serve a statutory demand pursuant to the Corporations ▇▇▇ ▇▇▇▇ (Clth) and file an application for the appointment of a Liquidator to the Client, if the goods are not paid for within the Contractor’s usual credit terms or any separate arrangement for credit made by the Contractor with the Client, notwithstanding that property in the goods has not passed to the Client. 8.7. Until payment of all debts owing (2) The Client is deemed to the Contractor by the Client, the Client shall store the goods separately and be in such a manner that they are clearly identified as the property of the Contractor. The Contractor may, without prejudice to any of its other rights, without any notice, retake and resume possession of any goods which remain its property and, by its servants and agents, enter upon the Client’s premises or any other place where the goods may be for that purpose, default immediately upon the happening of any of the Default Events set out in clause 7 in which following events: (a) if any payment to TIMG is not made promptly by the due date for payment; (b) if the Client ceases to carry on business, or stops or suspends payment, or states its intention of so doing, or is unable to pay its debts as they fall due, or if any cheque or ▇▇▇▇ of exchange drawn by the Client payable to TIMG is dishonoured. (3) In the event of a default by the Client's implied right , then without prejudice to sell any other rights which TIMG may have at law or under this contract: (a) TIMG or its agents may without notice to the goods shall immediately terminate. 8.8. Upon retaking possession of those goods for which payment has not been made, the Contractor shall, within a reasonable time inspect those goods and credit Client enter the Client’s account with such sum as premises or any premises under the Contractor control of the Client for the purposes of recovering the Goods; (b) TIMG may recover and resell the Goods; (c) If the Goods cannot be distinguished from similar Goods which the Client has or claims to have paid for in full, TIMG may in its absolute discretion considers seize all Goods matching the description of the Goods and hold same for a reasonable period so that the respective claims of TIMG and the Client may be ascertained. TIMG must promptly return to the Client any Goods that are ascertained to be a fair the property of the Client, and reasonable value TIMG is in no way liable or responsible for any Loss to the said goods after making due allowance Goods or for the price for which those goods were sold any loss, damage or destruction to the Client, ’s business howsoever arising from the condition seizure of the goods Goods. (d) In the event that the Client uses the Goods in some manufacturing or construction process of its own or some third party, then the Client must hold such part of the proceeds of sale of such manufacturing or construction process as relates to the Goods in trust for TIMG. Such part will be an amount equal in dollar terms to the amount owing by the Client to TIMG, at the time of repossession, and the costs incurred by receipt of such proceeds. The Client will pay TIMG such funds held in trust upon the Contractor in connection with the repossession, sorting and examination demand of goodsTIMG.

Retention of Title. 8.11. All goods supplied by the Contractor Without prejudice to the Client shall be at the Client’s risk immediately on delivery provisions of article 4, in respect of transfer of risk, title to the Client or immediately on delivery as directed by delivered Products shall not pass to the Client or immediately on collection by Buyer until the Client’s transport contractor Buyer has performed its payment obligations under the Agreement underlying the delivery, including damages, costs, interest and penalties, if any, even if security for payment has been provided. 2. As long as the case may beBuyer has not performed the foregoing payment obligations, the Buyer shall not be entitled to grant third parties a right of pledge or non-possessory pledge in respect of the Products delivered by ▇▇▇▇▇▇▇▇▇, or to bor- row money on or rent out such Products, or in any way or by any title whatsoever surrender control of such Products, save as provided in paragraph 3 of this article. In the event of attachment of the delivered Products by a third party, on any ground whatsoever, the Buyer shall immediately notify ▇▇▇▇▇▇▇▇▇ In Writing. 8.23. Notwithstanding that risk or loss or damage As long as the Buyer has not paid the debts referred to the goods passes to the Client in accordance with sub-clause 8.1 above, goods delivered by the Contractor Buyer may use, process or sell the Products in the normal course of its business, on the understanding that, as long as the Buyer has not fully paid the Products, FAULHABER shall remain take the property Buyer’s place in respect of the Contractor until Buyer‘s rights vis-à-vis its buyer or buyers. The said rights shall expressly include all debts owing by the Client to the Contractor have been paidclaims against such buyers. The Buyer hereby assigns such rights, notwithstanding that payments may be made at present and for the purpose of settlement of specifically designated claims. 8.3. The Client acknowledges that until title in and future, to the goods passes to the Client in accordance with this clause▇▇▇▇▇▇▇▇▇, the Client holds the goods as bailee of the Contractor and that a fiduciary relationship exists between the Client and the Contractor. 8.4. Until payment of all debts owing by the Client to the Contractor, the Client may sell the goods or any part thereof in the name of the Client in the ordinary course of business, but does so as a fiduciary agent of the Contractor (but the Client shall not hold itself out as such), provided that such sales shall not give rise to any obligations on the part of the Contractor and on terms which will not prejudice the Contractor’s ability to obtain the sale proceeds thereof. The Client may, for the purpose of any such sale, part with possession of the goods and shall hold the proceeds of sale on trust for the Contractor in a separate account. 8.5. These provisions apply notwithstanding any arrangement under which the Contractor provides credit to the Customer. To the extent there is any inconsistency, these provisions shall prevail. 8.6. The Contractor may recover the price of the goods by legal action, and may serve a statutory demand pursuant to the Corporations assignment ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (Clth) accepts now and file an application for the appointment future. Upon ▇▇▇▇▇▇▇▇▇‘s request, Buyer shall immediately, and in any event within one (1) week, notify ▇▇▇▇▇▇▇▇▇ In Writing of the en- visaged use, process or selling of the Products accompanied with all necessary information that ▇▇▇▇▇▇▇▇▇ may reasonably require. 4. If the Buyer fails to perform its obligations or if there is a reasonable fear that it will not do so, ▇▇▇▇▇▇▇▇▇ shall be entitled to remove or cause the removal of the Products delivered subject to the retention of title as referred to in paragraph 1 of this article from the Buyer or from any third parties. The Buyer shall be under obligation to render all assistance in this respect, on penalty of forfeiture of a Liquidator penalty equal to the Client, if the goods are not paid for within the Contractor’s usual credit terms or any separate arrangement for credit made by the Contractor with the Client, notwithstanding that property in the goods has not passed to the Client. 8.7. Until payment of all debts owing to the Contractor by the Client, the Client shall store the goods separately and in such a manner that they are clearly identified as the property 15% of the Contractor. The Contractor may, without prejudice to any (invoice) amount due by it per day or part of its other rights, without any notice, retake and resume possession of any goods which remain its property and, by its servants and agents, enter upon the Client’s premises or any other place where the goods may be for that purpose, upon the happening of any of the Default Events set out in clause 7 in which event the Client's implied right to sell the goods shall immediately terminatea day. 8.8. Upon retaking possession of those goods for which payment has not been made, the Contractor shall, within a reasonable time inspect those goods and credit the Client’s account with such sum as the Contractor in its absolute discretion considers to be a fair and reasonable value for the said goods after making due allowance for the price for which those goods were sold to the Client, the condition of the goods at the time of repossession, and the costs incurred by the Contractor in connection with the repossession, sorting and examination of goods.

Retention of Title. 8.1. All goods supplied by the Contractor to the Client shall be at the Client’s risk immediately on delivery to the Client or immediately on delivery as directed by the Client or immediately on collection by the Client’s transport contractor as the case may be. 8.2. Notwithstanding that risk or loss or damage to the goods passes to the Client in accordance with sub-clause 8.1 above(1) Ownership, goods delivered by the Contractor shall remain the title and property of the Contractor Goods remains with T!MG until payment in full for the Goods and all debts sums due and owing by the Client to the Contractor T!MG on any account have been paid, notwithstanding that payments may be made for made. Until the purpose date of settlement of specifically designated claims.payment: 8.3. The Client acknowledges that until title in and to the goods passes to (a) the Client has the right to sell the Goods in accordance with this clause, the Client holds the goods as bailee ordinary course of the Contractor and that a fiduciary relationship exists between Client’s business; (b) until the Client and the Contractor. 8.4. Until payment of all debts owing Goods have been sold by the Client to the Contractor, the Client may sell the goods or any part thereof in the name of the Client in the ordinary course of the Client’s business, but does so as a fiduciary agent of the Contractor (but the Client shall not hold itself out holds the Goods as such), provided that such sales shall not give rise to any obligations on Bailee for T!MG; (c) the part Goods are always at the risk of the Contractor and on terms which will not prejudice the Contractor’s ability to obtain the sale proceeds thereof. The Client may, for the purpose of any such sale, part with possession of the goods and shall hold the proceeds of sale on trust for the Contractor in a separate account. 8.5. These provisions apply notwithstanding any arrangement under which the Contractor provides credit to the Customer. To the extent there is any inconsistency, these provisions shall prevail. 8.6. The Contractor may recover the price of the goods by legal action, and may serve a statutory demand pursuant to the Corporations ▇▇▇ ▇▇▇▇ (Clth) and file an application for the appointment of a Liquidator to the Client, if the goods are not paid for within the Contractor’s usual credit terms or any separate arrangement for credit made by the Contractor with the Client, notwithstanding that property in the goods has not passed to the Client. 8.7. Until payment of all debts owing (2) The Client is deemed to the Contractor by the Client, the Client shall store the goods separately and be in such a manner that they are clearly identified as the property of the Contractor. The Contractor may, without prejudice to any of its other rights, without any notice, retake and resume possession of any goods which remain its property and, by its servants and agents, enter upon the Client’s premises or any other place where the goods may be for that purpose, default immediately upon the happening of any of the Default Events set out in clause 7 in which following events: (a) if any payment to T!MG is not made promptly by the due date for payment; (b) if the Client ceases to carry on business, or stops or suspends payment, or states its intention of so doing, or is unable to pay its debts as they fall due, or if any cheque or ▇▇▇▇ of exchange drawn by the Client payable to T!MG is dishonoured. (3) In the event of a default by the Client's implied right , then without prejudice to sell any other rights which T!MG may have at law or under this contract: (a) T!MG or its agents may without notice to the goods shall immediately terminate. 8.8. Upon retaking possession of those goods for which payment has not been made, the Contractor shall, within a reasonable time inspect those goods and credit Client enter the Client’s account with such sum as premises or any premises under the Contractor control of the Client for the purposes of recovering the Goods; (b) T!MG may recover and resell the Goods; (c) If the Goods cannot be distinguished from similar Goods which the Client has or claims to have paid for in full, T!MG may in its absolute discretion considers seize all Goods matching the description of the Goods and hold same for a reasonable period so that the respective claims of T!MG and the Client may be ascertained. T!MG must promptly return to the Client any Goods that are ascertained to be a fair the property of the Client, and reasonable value T!MG is in no way liable or responsible for any Loss to the said goods after making due allowance Goods or for the price for which those goods were sold any loss, damage or destruction to the Client, ’s business howsoever arising from the condition seizure of the goods Goods. (d) In the event that the Client uses the Goods in some manufacturing or construction process of its own or some third party, then the Client must hold such part of the proceeds of sale of such manufacturing or construction process as relates to the Goods in trust for T!MG. Such part will be an amount equal in dollar terms to the amount owing by the Client to T!MG, at the time of repossession, and the costs incurred by receipt of such proceeds. The Client will pay T!MG such funds held in trust upon the Contractor in connection with the repossession, sorting and examination demand of goodsT!MG.

Retention of Title. 8.1. All goods supplied by the Contractor to the Client shall be at the Client’s risk immediately on delivery to the Client or immediately on delivery as directed by the Client or immediately on collection by the Client’s transport contractor as the case may be. 8.2. Notwithstanding that risk or loss or damage to the goods passes to the Client in accordance with sub-clause 8.1 above, goods delivered by the Contractor shall remain the property of the Contractor until all debts owing by the Client to the Contractor have been paid, notwithstanding that payments may be made for the purpose of settlement of specifically designated claims. 8.3. The Client acknowledges that until title in and to the goods passes to the Client in accordance with this clause, the Client holds the goods as bailee of the Contractor and that a fiduciary relationship exists between the Client and the Contractor. 8.4. Until payment of all debts owing by the Client to the Contractor, the Client may sell the goods or any part thereof in the name of the Client in the ordinary course of business, but does so as a fiduciary agent of the Contractor (but the Client shall not hold itself out as such), provided that such sales shall not give rise to any obligations on the part of the Contractor and on terms which will not prejudice the Contractor’s ability to obtain the sale proceeds thereof. The Client may, for the purpose of any such sale, part with possession of the goods and shall hold the proceeds of sale on trust for the Contractor in a separate account. 8.5. These provisions apply notwithstanding any arrangement under which the Contractor provides credit to the Customer. 7.1 To the extent there is any inconsistencypermitted by the applicable law, these provisions the ownership of the Goods shall prevail. 8.6. The Contractor may recover remain to MIB unless and until the price of the Goods is fully settled and paid (in cash or cleared funds) and all sums due in respect of the Goods as well as all other sums due to MIB from the Customer on any account, shall be paid for in full. The Customer shall, at MIB’s 7.2 Until the property has been transferred, the Customer shall: (i) hold all Goods on a fiduciary basis as MIB’s bailee; (ii) store, at its own cost, the Goods safely and securely, separately from any other goods on the Customer’s premises whether such other goods are owned by legal actionthe customer or not ensuring that they remain readily identifiable as MIB’s property, and may serve a statutory demand pursuant to the Corporations ▇▇▇ shall not destroy, deface or obscure any identifying ▇▇▇▇ or packaging related to the Goods; (Clthiii) insure the Goods to their full replacement value against all normal commercial risks, and file an application produce a copy of the insurance certificate to MIB, if requested to do so. 7.3 The Customer’s right to possession of the Goods prior to title passing shall terminate immediately if the Customer encumbers or in any way alters the Goods, breaches the terms of his contract or of any contract with MIB. Said right to possession shall also terminate if the Customer takes or suffers any action in consequence of debt, including (but not limited to) taking, suffering, convening or making (i) any composition or arrangement with creditors, (ii) any resolution (voluntary or compulsory) for winding up the company, (iii) any petition, notice or court order in relation to liquidation or administration, (iv) the appointment of a Liquidator any administrative receiver or manager or other receiver, or (v) any legal or equitable execution levied on or against the Customer’s property. 7.4 In the event that the Customer’s right to the ClientGoods ceases, if MIB may repossess the goods are not paid for within the Contractor’s usual credit terms or any separate arrangement for credit made by the Contractor with the Client, notwithstanding that property in the goods has not passed to the Client. 8.7. Until payment of all debts owing to the Contractor by the Client, the Client shall store the goods separately Goods and in such a manner that they are clearly identified as the property of the Contractor. The Contractor may, without prejudice to any of its other rights, without any notice, retake and resume possession of any goods which remain its property and, by its servants and agents, enter upon the ClientCustomer’s premises or to do so and ask Customer for any other place where the goods may be compensation for that purpose, upon the happening of any of the Default Events set out in clause 7 in which event the Client's implied right to sell the goods shall immediately terminate. 8.8. Upon retaking possession of those goods for which payment has not been made, the Contractor shall, within a reasonable time inspect those goods and credit the Client’s account with such sum as the Contractor in its absolute discretion considers to be a fair and reasonable value for the said goods after making due allowance for the price for which those goods were sold to the Client, the condition of the goods at the time of repossession, and the all costs incurred by in repossessing the Contractor in connection with the repossession, sorting and examination of goodsGoods.

Retention of Title. 8.1. All goods supplied by (1) Whether delivery of any Deliverables has been made or tendered, rights over any Intellectual Property arising in the Contractor course of delivery of the Services (other than Third Party Rights and Maximity’s Proprietary Rights) and title to any Deliverables to be delivered to the Client shall not pass until: (a) the Client shall have paid the Fees plus VAT in full; and (b) no other sums whatever shall be at due from the Client to Maximity under any Contract. (2) Until the rights and / or title passes under paragraph (1) to the Client’s risk immediately on , from delivery to the Client or immediately shall hold the Deliverables and each of them on delivery a fiduciary basis as directed by the Client or immediately on collection by the Client’s transport contractor as the case may bebailee for Maximity. 8.2. (3) Notwithstanding that risk the Deliverables or loss Intellectual Property described in paragraph (1) (or damage to the goods passes to the Client in accordance with sub-clause 8.1 above, goods delivered by the Contractor shall any of them) remain the property of the Contractor until all debts owing by the Client to the Contractor have been paid, notwithstanding that payments may be made for the purpose of settlement of specifically designated claims. 8.3. The Client acknowledges that until title in and to the goods passes to the Client in accordance with this clause, the Client holds the goods as bailee of the Contractor and that a fiduciary relationship exists between the Client and the Contractor. 8.4. Until payment of all debts owing by the Client to the ContractorMaximity, the Client may sell use the goods or any part thereof in the name of the Client Deliverables in the ordinary course of its business, but does so as a fiduciary agent of the Contractor . (but 4) Maximity shall be entitled to recover Fees (plus VAT) that become due under any Contract with the Client shall not hold itself out as such), provided notwithstanding that such sales shall not give rise the rights in any Intellectual Property or title to any obligations on the part of the Contractor and on terms which will not prejudice the Contractor’s ability to obtain the sale proceeds thereof. The Client may, for the purpose of any such sale, part with possession of the goods and shall hold the proceeds of sale on trust for the Contractor in a separate account. 8.5. These provisions apply notwithstanding any arrangement under which the Contractor provides credit to the Customer. To the extent there is any inconsistency, these provisions shall prevail. 8.6. The Contractor may recover the price of the goods by legal action, and may serve a statutory demand pursuant to the Corporations ▇▇▇ ▇▇▇▇ (Clth) and file an application for the appointment of a Liquidator to the Client, if the goods are not paid for within the Contractor’s usual credit terms or any separate arrangement for credit made by the Contractor with the Client, notwithstanding that property in the goods has Deliverables have not passed to the Client. 8.7(5) During any period in which the Client is in breach of any obligations to pay any monies due under a Contract, the Client shall upon request deliver up the Deliverables to Maximity. Until If the Client fails to do so Maximity may enter upon any premises owned, occupied or controlled by the Client where the Deliverables are situated and take possession of them. (6) If at any time Maximity shall require in writing payment of all debts any sums due and owing to the Contractor it following any breach of Contract by the Client, the Client shall store have no further rights to use the goods separately Deliverables and any licence of Intellectual Property granted to the Client shall terminate forthwith and without notice. (7) The Client shall not pledge or in such a manner that they are clearly identified as any way charge by way of security for any indebtedness any of the Deliverables or the Intellectual Property arising in connection with Services which remain the property of the ContractorMaximity. The Contractor may, without Without prejudice to any the other rights of its other rightsMaximity, without any notice, retake and resume possession of any goods which remain its property and, by its servants and agents, enter upon if the Client’s premises or any other place where the goods may be for that purpose, upon the happening of any of the Default Events set out in clause 7 in which event the Client's implied right to sell the goods shall immediately terminate. 8.8. Upon retaking possession of those goods for which payment has not been made, the Contractor shall, within a reasonable time inspect those goods and credit the Client’s account with such sum as the Contractor in its absolute discretion considers to be a fair and reasonable value for the said goods after making due allowance for the price for which those goods were sold to the Client, the condition of the goods at the time of repossession, and the costs incurred Client does so then all monies owing by the Contractor in connection with the repossession, sorting Client to it at that time shall forthwith become due and examination of goodspayable immediately.

Retention of Title. 8.1‌ 6.1. All goods supplied delivered will remain ILS’s property until full and final payment of the price, both in principal, 6.2. This retention of title shall also extend to any goods and materials covered by this clause and processed, transformed, made part of or incorporated into other products. 6.3. Until such time as ownership of the Contractor goods sold is effectively transferred to the Client: (i) the Client is expressly prohibited from using the delivered goods as a means of payment, pledging them or encumbering them with any other security right; (ii) the Client shall be at the Client’s risk immediately on delivery affix to the Client or immediately on delivery as directed by delivered goods a sign clearly and legibly indicating that the Client or immediately on collection by the Client’s transport contractor as the case may be. 8.2. Notwithstanding that risk or loss or damage to the delivered goods passes to the Client in accordance with sub-clause 8.1 above, goods delivered by the Contractor shall remain the property of ILS. To the Contractor until all debts owing by the Client to the Contractor have been paidextent necessary, notwithstanding that payments may this clause shall be made deemed repeated for the purpose of settlement of specifically designated claims. 8.3each delivery. The Client acknowledges that until title in undertakes to inform ILS immediately by telephone confirmed by registered letter of any seizure of the sold goods by a third party. Failing such notification without delay, the Client undertakes to compensate ILS for all efforts and costs incurred to undo the seizure. If the goods cannot be recovered, the Client is obliged to pay damages equal to the price of the seized goods. 6.4. The Client bears a duty of care with regard to the goods passes subject to the Client retention of title and must store and keep them in perfect condition in a suitable place in accordance with this clause, the Client holds highest standards and safety requirements prevailing in the goods as bailee of the Contractor and that a fiduciary relationship exists between the Client and the Contractorsector. 8.46.5. Until payment of all debts owing by All claims which the Client to customer may now or in the Contractorfuture assert and bring against any third party (including, the Client may sell but not limited to, a subsequent purchaser or a third party damaging or destroying the goods or any part thereof thereof, the insurer covering the goods, etc.) in relation to the name goods sold under this retention of title and the products made from such goods or into which the goods sold under this retention of title have been processed, transformed or incorporated. ) relating to the goods sold under this retention of title and the products made from these goods or in which the goods sold under this retention of title have been processed, transformed or incorporated, shall be transferred to ILS by operation of law until full payment of the Client in purchase price and its incidentals. In this case, the ordinary course of business, but does so as a fiduciary agent customer is obliged to notify its debtor of the Contractor (but the Client shall not hold itself out as such), provided that such sales shall not give rise to any obligations on the part transfer of the Contractor debt and on terms which will not prejudice submit proof of this notification to ILS. ILS shall also be entitled to notify the Contractor’s ability to obtain the sale proceeds thereof. The Client may, for the purpose of any such sale, part with possession transfer and transition of the goods and shall hold the proceeds of sale on trust for the Contractor in a separate account. 8.5. These provisions apply notwithstanding any arrangement under which the Contractor provides credit debt to the Customerdebtor concerned, it being understood that ILS's privilege and choice in this regard shall in no way affect the client's duty of notification. To the extent there is In any inconsistency, these provisions shall prevail. 8.6. The Contractor may recover the price of the goods by legal action, and may serve a statutory demand pursuant to the Corporations ▇▇▇ ▇▇▇▇ (Clth) and file an application for the appointment of a Liquidator to the Client, if the goods are not paid for within the Contractor’s usual credit terms or any separate arrangement for credit made by the Contractor with the Client, notwithstanding that property in the goods has not passed to the Client. 8.7. Until payment of all debts owing to the Contractor by the Clientevent, the Client shall store remains jointly and severally liable with the goods separately and in such a manner that they are clearly identified as the property third party for payment of the Contractor. The Contractor maygoods, without prejudice to any of its other rightsboth in principal, without any notice, retake interest and resume possession of any goods which remain its property and, by its servants and agents, enter upon the Client’s premises or any other place where the goods may be for that purpose, upon the happening of any of the Default Events set out in clause 7 in which event the Client's implied right to sell the goods shall immediately terminate. 8.8. Upon retaking possession of those goods for which payment has not been made, the Contractor shall, within a reasonable time inspect those goods and credit the Client’s account with such sum as the Contractor in its absolute discretion considers to be a fair and reasonable value for the said goods after making due allowance for the price for which those goods were sold to the Client, the condition of the goods at the time of repossession, and the costs incurred by the Contractor in connection with the repossession, sorting and examination of goods.costs

Retention of Title. 8.1. All goods supplied by 5.1 Ownership of the Contractor Goods shall not pass to the Client Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of: 5.1.1 the Goods; and 5.1.2 all other sums which are or which become due to the Company from the Buyer on any account. 5.2 Until ownership of the Goods has passed to the Buyer, the Buyer must: 5.2.1 hold the Goods on a fiduciary basis as the Company’s bailee; 5.2.2 store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company’s property; 5.2.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; 5.2.4 ensure at all times the Goods are insured to the reasonable satisfaction of the Company. On request the Buyer shall produce the policy of insurance to the Company; and 5.2.5 hold the proceeds of the insurance referred to in condition 5.2.4 on trust for the Company and not mix them with any other money, nor pay the proceeds into an overdrawn bank account. 5.3 The Buyer may resell the Goods before ownership has passed on to it solely on the following conditions: 5.3.1 any sale shall be at the Client’s risk immediately on delivery to the Client or immediately on delivery as directed by the Client or immediately on collection by the Client’s transport contractor as the case may be. 8.2. Notwithstanding that risk or loss or damage to the goods passes to the Client in accordance with sub-clause 8.1 above, goods delivered by the Contractor shall remain the property of the Contractor until all debts owing by the Client to the Contractor have been paid, notwithstanding that payments may be made for the purpose of settlement of specifically designated claims. 8.3. The Client acknowledges that until title in and to the goods passes to the Client in accordance with this clause, the Client holds the goods as bailee of the Contractor and that a fiduciary relationship exists between the Client and the Contractor. 8.4. Until payment of all debts owing by the Client to the Contractor, the Client may sell the goods or any part thereof in the name of the Client effected in the ordinary course of business, but does so as the Buyer’s business at full market value; and 5.3.2 any such sale shall be a fiduciary agent sale of the Contractor (but the Client shall not hold itself out as such), provided that such sales shall not give rise to any obligations Company’s property on the part of Buyer’s own behalf and the Contractor and on terms which will not prejudice the ContractorBuyer shall deal as principal when making such a sale. 5.4 The Buyer’s ability right to obtain the sale proceeds thereof. The Client may, for the purpose of any such sale, part with possession of the goods and Goods shall hold terminate immediately if: 5.4.1 any of the proceeds termination events detailed in clause 12 occurs; or 5.4.2 the Buyer encumbers or in any way charges any of sale on trust the Goods. 5.5 The Company shall be entitled to recover payment for the Contractor in a separate account. 8.5. These provisions apply notwithstanding any arrangement under which the Contractor provides credit to the Customer. To the extent there is any inconsistency, these provisions shall prevail. 8.6. The Contractor may recover the price of the goods by legal action, and may serve a statutory demand pursuant to the Corporations ▇▇▇ ▇▇▇▇ (Clth) and file an application for the appointment of a Liquidator to the Client, if the goods are not paid for within the Contractor’s usual credit terms or any separate arrangement for credit made by the Contractor with the Client, Goods notwithstanding that property in the goods has not passed to the Client. 8.7. Until payment of all debts owing to the Contractor by the Client, the Client shall store the goods separately and in such a manner that they are clearly identified as the property of the Contractor. The Contractor may, without prejudice to any of its other rights, without any notice, retake and resume possession of any goods which remain its property and, by its servants and agents, enter upon the Client’s premises or any other place where the goods may be for that purpose, upon the happening ownership of any of the Default Events set out Goods has not passed from the Company. 5.6 The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in clause 7 in which event order to inspect them, or, where the Client's implied Buyer’s right to sell the goods shall immediately terminatepossession has terminated, to recover them. 8.8. Upon retaking possession of those goods for which payment has not been made, the Contractor shall, within a reasonable time inspect those goods and credit the Client’s account with such sum as the Contractor in its absolute discretion considers to be a fair and reasonable value for the said goods after making due allowance for the price for which those goods were sold to the Client, the condition of the goods at the time of repossession, and the costs incurred by the Contractor in connection with the repossession, sorting and examination of goods.

Retention of Title. 8.1. All goods supplied by the Contractor to the Client shall be at the Client’s risk immediately on delivery to the Client or immediately on delivery as directed by the Client or immediately on collection by the Client’s transport contractor as the case may be. 8.2. Notwithstanding that risk or loss or damage to the goods passes to the Client in accordance with sub-clause 8.1 above, goods delivered by the Contractor shall remain the property of the Contractor until all debts owing by the Client to the Contractor have been paid, notwithstanding that payments may be made for the purpose of settlement of specifically designated claims. 8.3. The Client acknowledges that until title in and to the goods passes to the Client in accordance with this clause, the Client holds the goods as bailee of the Contractor and that a fiduciary relationship exists between the Client and the Contractor. 8.4. Until payment of all debts owing by the Client to the Contractor, the Client may sell the goods or any part thereof in the name of the Client in the ordinary course of business, but does so as a fiduciary agent of the Contractor (but the Client shall not hold itself out as such), provided that such sales shall not give rise to any obligations on the part of the Contractor and on terms which will not prejudice the Contractor’s ability to obtain the sale proceeds thereof. The Client may, for the purpose of any such sale, part with possession of the goods and shall hold the proceeds of sale on trust for the Contractor in a separate account. 8.5. These provisions apply notwithstanding any arrangement under which the Contractor provides credit to the Customer. 7.1 To the extent there is any inconsistencypermitted by the applicable law, these provisions the ownership of the Goods shall prevail. 8.6. The Contractor may recover remain to MIB unless and until the price of the Goods is fully settled and paid (in cash or cleared funds) and all sums due in respect of the Goods as well as all other sums due to MIB from the Customer on any account, shall be paid for in full. The Customer shall, at MIB’s request, give proper assistance in taking any measures necessary to 7.2 Until the property has been transferred, the Customer shall: (i) hold all Goods on a fiduciary basis as MIB’s bailee; (ii) store, at its own cost, the Goods safely and securely, separately from any other goods on the Customer’s premises whether such other goods are owned by legal actionthe customer or not ensuring that they remain readily identifiable as MIB’s property, and may serve a statutory demand pursuant to the Corporations ▇▇▇ shall not destroy, deface or obscure any identifying ▇▇▇▇ or packaging related to the Goods; (Clthiii) insure the Goods to their full replacement value against all normal commercial risks, and file an application produce a copy of the insurance certificate to MIB, if requested to do so. 7.3 The Customer’s right to possession of the Goods prior to title passing shall terminate immediately if the Customer encumbers or in any way alters the Goods, breaches the terms of his contract or of any contract with MIB. Said right to possession shall also terminate if the Customer takes or suffers any action in consequence of debt, including (but not limited to) taking, suffering, convening or making (i) any composition or arrangement with creditors, (ii) any resolution (voluntary or compulsory) for winding up the company, (iii) any petition, notice or court order in relation to liquidation or administration, (iv) the appointment of a Liquidator any administrative receiver or manager or other receiver, or (v) any legal or equitable execution levied on or against the Customer’s property. 7.4 In the event that the Customer’s right to the ClientGoods ceases, if MIB may repossess the goods are not paid for within the Contractor’s usual credit terms or any separate arrangement for credit made by the Contractor with the Client, notwithstanding that property in the goods has not passed to the Client. 8.7. Until payment of all debts owing to the Contractor by the Client, the Client shall store the goods separately Goods and in such a manner that they are clearly identified as the property of the Contractor. The Contractor may, without prejudice to any of its other rights, without any notice, retake and resume possession of any goods which remain its property and, by its servants and agents, enter upon the ClientCustomer’s premises or to do so and ask Customer for any other place where the goods may be compensation for that purpose, upon the happening of any of the Default Events set out in clause 7 in which event the Client's implied right to sell the goods shall immediately terminate. 8.8. Upon retaking possession of those goods for which payment has not been made, the Contractor shall, within a reasonable time inspect those goods and credit the Client’s account with such sum as the Contractor in its absolute discretion considers to be a fair and reasonable value for the said goods after making due allowance for the price for which those goods were sold to the Client, the condition of the goods at the time of repossession, and the all costs incurred by in repossessing the Contractor in connection with the repossession, sorting and examination of goodsGoods.

Retention of Title. 8.15.1. All Notwithstanding any period of credit or the passing of risk in the goods supplied by us to you, ownership in any goods supplied by us shall not pass to you until the Contractor amount owing has been paid in full or until you resell the goods pursuant to the Client shall be at the Client’s risk immediately on delivery to the Client or immediately on delivery as directed by the Client or immediately on collection by the Client’s transport contractor as the case may beauthority granted below. 8.25.2. Notwithstanding that risk or loss or damage to the goods passes to the Client in accordance with sub-clause 8.1 above, goods delivered by the Contractor shall remain the property of the Contractor until all debts owing by the Client to the Contractor have been paid, notwithstanding that payments may be made for the purpose of settlement of specifically designated claims. 8.3. The Client acknowledges that until title in and to the goods passes to the Client in accordance with this clause, the Client holds the goods as bailee of the Contractor and that a fiduciary relationship exists between the Client and the Contractor. 8.4. Until payment of all debts owing by the Client to the Contractor, the Client may sell the goods or any part thereof in the name of the Client We authorize you in the ordinary course of businessyour business to use the goods or sell them for full consideration. This authority is revoked immediately if: (a) you default in these terms and conditions; or (b) we notify you in writing that this authority is revoked. 5.3. Until we have been paid in full for the goods: (a) you shall hold the goods as our agent and store the goods (or any funds that you receive in payment for the goods) in such a way that it is clear that the goods are our property and so that the goods will not deteriorate; (b) you will immediately notify us of any action which affects our interest in the goods; (c) the proceeds of any goods you resell or use shall be received and held by you (in whatever form) in trust for both you and us. Our interest as beneficiary under that trust shall be that portion of the proceeds which does not exceed the amount owing to us. The balance of the proceeds (if any) shall be your beneficial interest under that trust. 5.4. You irrevocably give us license, but does so without the necessity of giving any notice to enter all premises at which we on reasonable grounds believe the goods to be stored or located, to inspect, remove, or repossess any goods supplied by us and not paid for by you. We shall not be liable for costs, damages or expenses or any other moneys or losses suffered by you or any third party as a fiduciary agent result of this action. You hereby indemnify us and agreed to keep us indemnified for any liability we suffer as a result of such actions. 5.5. We may bring an action for the Contractor (but the Client shall not hold itself out as such), provided that such sales shall not give rise to any obligations amount owing on the part of goods that you have sold despite the Contractor and on terms which will fact that ownership in such goods may not prejudice the Contractor’s ability have passed to obtain the sale proceeds thereofyou. 5.6. The Client maysecurity interest created under these terms of trade extends to proceeds of all kinds, for to the purpose value of any such saleall goods and services that we have supplied to you whether or not those goods have become accessions to other goods or processed or co-mingled into or mixed with other goods. The goods and services subject to the security interest will be described on our invoices. Where goods that we supply to you have become mixed with other similar goods supplied by other persons, part with possession you grant us a security interest in the mixed goods to the value of the goods and shall hold in the proceeds mixture that we have supplied to you but which have not yet been paid for. Our security interest also covers any other amounts owing to us including enforcement costs arising from your breach of sale on trust for the Contractor in a separate accountthese terms of trade. 8.55.7. These provisions apply notwithstanding any arrangement If we repossess goods under which the Contractor provides credit these terms, we may retain those goods or dispose of them without notice to the Customer. To the extent there is any inconsistency, these provisions shall prevail. 8.6. The Contractor may recover the price of the goods by legal action, and may serve a statutory demand pursuant to the Corporations ▇▇▇ ▇▇▇▇ (Clth) and file an application for the appointment of a Liquidator to the Client, if the goods are not paid for within the Contractor’s usual credit terms or any separate arrangement for credit made by the Contractor with the Client, notwithstanding that property in the goods has not passed to the Client. 8.7. Until payment of all debts owing to the Contractor by the Client, the Client shall store the goods separately and in such a manner that they are clearly identified as the property of the Contractor. The Contractor may, without prejudice to any of its other rights, without any notice, retake and resume possession of any goods which remain its property and, by its servants and agents, enter upon the Client’s premises you or any other place where the goods person, and, after deducting reasonable costs of sale, we may credit any surplus by way of setoff against any sums owing to us. We shall not be for that purpose, upon the happening obliged to furnish you with a statement of account or to pay any person other than you or your receiver or liquidator any sum in excess of the Default Events set out in clause 7 in which event the Client's implied right to sell the goods shall immediately terminate. 8.8. Upon retaking possession of those goods for which payment has not been made, the Contractor shall, within a reasonable time inspect those goods and credit the Client’s account with such sum as the Contractor in its absolute discretion considers to be a fair and reasonable value for the said goods after making due allowance for the price for which those goods were sold to the Client, the condition of the goods total amount you owe us at the time of repossession, we credit your account. We will not be obliged to reinstate this agreement or resupply any repossessed inventory or equipment to you. This clause 5.7 is subject to any rights you may have under clauses 4.11 and the costs incurred by the Contractor in connection with the repossession, sorting and examination of goods4.12.

Retention of Title. 8.1We retain title to the purchased item until receipt of all payments under the delivery contract. All goods supplied In the event of conduct by the Contractor to customer in breach of the Client contract, in particular in the event of default in payment, we shall be entitled to take back the object of sale. The taking back of the object of sale by us shall not constitute a withdrawal from the contract unless we have expressly declared this in writing. The seizure of the object of sale by us shall always constitute a withdrawal from the contract. After taking back the object of sale, we shall be entitled to dispose of it; the proceeds of such disposal shall be set off against the customer's liabilities - less reasonable costs of disposal. The customer shall be obliged to treat the object of sale with care, in particular he shall be obliged to insure it adequately at his own expense against damage by fire, water and theft at the Client’s risk immediately on delivery to replacement value. If maintenance and inspection work is required, the Client Purchaser must carry this out in good time at its own expense. In the event of seizure or immediately on delivery as directed other interventions by third parties, the Client or immediately on collection by the Client’s transport contractor as the case may be. 8.2. Notwithstanding Purchaser shall notify us without delay so that risk or loss or damage to the goods passes to the Client we can bring an action in accordance with sub-clause 8.1 above, goods delivered by the Contractor shall remain the property § 771 of the Contractor until all debts owing by German Code of Civil Procedure (ZPO). Insofar as the Client third party is not in a position to the Contractor have been paid, notwithstanding that payments may be made reimburse us for the purpose court and out-of-court costs of settlement an action pursuant to § 771 ZPO (German Code of specifically designated claims. 8.3. The Client acknowledges that until title in and to the goods passes to the Client in accordance with this clauseCivil Procedure), the Client holds the goods as bailee of the Contractor and that a fiduciary relationship exists between the Client and the Contractor. 8.4. Until payment of all debts owing by the Client to the Contractor, the Client may sell the goods or any part thereof in the name of the Client in the ordinary course of business, but does so as a fiduciary agent of the Contractor (but the Client customer shall not hold itself out as such), provided that such sales shall not give rise to any obligations on the part of the Contractor and on terms which will not prejudice the Contractor’s ability to obtain the sale proceeds thereof. The Client may, be liable for the purpose of any such saleloss incurred by us. However, part with possession of we undertake not to collect the goods and shall hold claim as long as the customer meets his payment obligations from the proceeds collected, is not in default of sale on trust for the Contractor payment and, in a separate account. 8.5. These provisions apply notwithstanding any arrangement under which the Contractor provides credit to the Customer. To the extent there is any inconsistencyparticular, these provisions shall prevail. 8.6. The Contractor may recover the price of the goods by legal action, and may serve a statutory demand pursuant to the Corporations ▇▇▇ ▇▇▇▇ (Clth) and file an no application for the appointment opening of a Liquidator insolvency or composition proceedings has been filed or payments have not been suspended. If this is the case, however, we may demand that the customer inform us of the assigned claims and their debtors, provide all information required for collection, hand over the associated documents and inform the debtors (third parties) of the assignment. The processing or transformation of the object of sale by the customer shall always be carried out on our behalf. If the object of sale is processed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the value of the object of sale to the Client, if the goods are not paid for within the Contractor’s usual credit terms or any separate arrangement for credit made by the Contractor with the Client, notwithstanding that property in the goods has not passed to the Client. 8.7. Until payment of all debts owing to the Contractor by the Client, the Client shall store the goods separately and in such a manner that they are clearly identified as the property of the Contractor. The Contractor may, without prejudice to any of its other rights, without any notice, retake and resume possession of any goods which remain its property and, by its servants and agents, enter upon the Client’s premises or any other place where the goods may be for that purpose, upon the happening of any of the Default Events set out in clause 7 in which event the Client's implied right to sell the goods shall immediately terminate. 8.8. Upon retaking possession of those goods for which payment has not been made, the Contractor shall, within a reasonable time inspect those goods and credit the Client’s account with such sum as the Contractor in its absolute discretion considers to be a fair and reasonable value for the said goods after making due allowance for the price for which those goods were sold to the Client, the condition of the goods processed objects at the time of repossessionprocessing. In all other respects, and the costs incurred same shall apply to the object created by processing as to the Contractor object of sale delivered subject to reservation of title. If the object of sale is inseparably mixed with other objects not belonging to us, we shall acquire co-ownership of the new object in connection the ratio of the value of the object of sale to the other mixed objects at the time of mixing. If the mixing is carried out in such a way that the customer's item is to be regarded as the main item, it shall be deemed to be agreed that the customer transfers co-ownership to us on a pro rata basis. The customer shall hold the sole ownership or co-ownership thus created in safe custody for us. The customer shall also assign to us the claims to secure our claim against him which accrue against a third party through the combination of the object of sale with a plot of land. We undertake to release the repossession, sorting and examination securities to which we are entitled at the request of goodsthe customer insofar as the value of our securities exceeds the claims to be secured by more than 20%.

Retention of Title. 8.1. All goods supplied by ‌ 5.1 In the Contractor event that payment, be it in whole or in part, is to be made after delivery, then, to the Client extent permitted under the laws of the country where the delivered machinery (including any possible equipment and spare parts) is located, the Seller shall be at retain title thereto until full payment of the Client’s risk immediately on delivery to the Client or immediately on delivery as directed by the Client or immediately on collection by the Client’s transport contractor as the case may beprice. 8.2. Notwithstanding that risk or loss or damage 5.2 Should the Buyer fail to the goods passes pay even one instalment, which is greater than an amount equal to the Client in accordance with sub-clause 8.1 above, goods delivered by the Contractor shall remain the property one eighth of the Contractor until all debts owing by the Client to the Contractor have been paid, notwithstanding that payments may be made for the purpose of settlement of specifically designated claims. 8.3. The Client acknowledges that until title in and to the goods passes to the Client in accordance with this clause, the Client holds the goods as bailee of the Contractor and that a fiduciary relationship exists between the Client and the Contractor. 8.4. Until payment of all debts owing by the Client to the Contractor, the Client may sell the goods or any part thereof in the name of the Client in the ordinary course of business, but does so as a fiduciary agent of the Contractor (but the Client shall not hold itself out as such), provided that such sales shall not give rise to any obligations on the part of the Contractor and on terms which will not prejudice the Contractor’s ability to obtain the sale proceeds thereof. The Client may, for the purpose of any such sale, part with possession of the goods and shall hold the proceeds of sale on trust for the Contractor in a separate account. 8.5. These provisions apply notwithstanding any arrangement under which the Contractor provides credit to the Customer. To the extent there is any inconsistency, these provisions shall prevail. 8.6. The Contractor may recover the total purchase price of the goods by legal actionor should the Buyer fail to pay two instalments, and may serve a statutory demand pursuant in accordance with the terms hereof, then the Seller shall be entitled either to terminate the Contract with effect as of such time as notice has been given to the Corporations ▇▇▇ ▇▇▇▇ (Clth) Buyer or to declare that the Buyer has lost its right to pay on an instalment basis and file an application for demand the appointment of a Liquidator to the Client, if the goods are not paid for within the Contractor’s usual credit terms or any separate arrangement for credit made by the Contractor with the Client, notwithstanding that property in the goods has not passed to the Client. 8.7. Until immediate payment of all debts owing or part of the amounts outstanding. In the case of termination of the Contract for reasons attributable to the Contractor by the ClientBuyer, the Client Seller shall store be entitled to obtain the goods separately and in such a manner that they are clearly identified as the property immediate return of the Contractor. The Contractor maymachinery sold and shall also be entitled to retain any instalments received from the Buyer by way of compensation for the use of the machinery, without prejudice to the Seller’s rights to claim compensation for any further damages suffered. 5.3 The Buyer hereby undertakes to take all steps necessary in order to either (i) create a valid retention of its other rights, without any notice, retake and resume possession of any goods which remain its property and, by its servants and agents, enter upon the Client’s premises or any other place where the goods may be for that purpose, upon the happening of any title in said country in favour of the Default Events set out Seller, which retention of title is in clause 7 the widest form permitted under the laws of said country and is duly enforceable, inter alia, as against third parties or (ii) create a guarantee in favour of the Seller which event has the Client's implied right same legal value and effect as such a retention of title. 5.4 The Buyer hereby acknowledges that the machinery, even where affixed and/or anchored to the floor, may not, in any event, be deemed as being incorporated into or being fixtures of the land and that such machinery shall not attach to the land itself and accordingly the Seller shall retain title to the machinery until full payment of the price. By signing this Contract, the Buyer declares that it grants the widest rights possible in favour of the Seller with regard to the above. 5.5 The Buyer hereby undertakes not to sell or assign the goods machinery to, or allow use of the machinery by, third parties, as well as not to remove the machinery without the Seller’s consent which shall immediately terminatebe provided in accordance with the terms of Art.1 5 below. 8.8. Upon retaking possession of those goods for which payment has not been made, 5.6 Any possible waiver by the Contractor shall, within a reasonable time inspect those goods and credit the Client’s account with such sum as the Contractor in its absolute discretion considers to be a fair and reasonable value for the said goods after making due allowance for the price for which those goods were sold to the Client, the condition Seller of the goods at the time terms of repossession, and the costs incurred by the Contractor this Article must be in connection with the repossession, sorting and examination of goodswriting.

Retention of Title. 8.1. All goods supplied 5.1 Following delivery, ownership of the Products shall not pass to the Customer unless or until: (a) the Customer has paid the Seller the Price and all amounts owing to the Seller for the particular Products; and (b) the Customer has met all other obligations due by the Contractor Customer to the Client shall be at Seller in respect of these Terms and Conditions and any other agreements between the Client’s risk immediately on delivery to Seller and the Client or immediately on delivery as directed by Customer, and until such time the Client or immediately on collection by the Client’s transport contractor as the case may be. 8.2. Notwithstanding that risk or loss or damage to the goods passes to the Client in accordance with sub-clause 8.1 above, goods delivered by the Contractor Products shall remain the sole and absolute property of the Contractor until all debts owing Seller as legal and beneficial owner. 5.2 Receipt by the Client Seller of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised and until then the Seller’s ownership and rights in respect of the Products shall continue. 5.3 Until the Seller has received payment for the Price and all amounts owing to the Contractor have been paid, notwithstanding that payments may be made Seller for the purpose particular Products in full: (a) the Seller shall have the right of settlement stopping the Products in transit whether or not delivery has been made; (b) where practicable, the Customer must ensure that the Products are kept separate and identifiable; (c) the Customer must not charge the Products in any way nor grant nor otherwise give any interest in the Products; (d) the Seller may give notice in writing requiring the Customer to return the Products or any of specifically designated claims. 8.3. The Client acknowledges that until title in and them to the goods passes Seller, and if the Customer fails to return the Client in accordance with this clauseProducts within a reasonable time then the Seller or the Seller’s agent may enter upon and into land and premises owned, occupied or used by the Client holds Customer where the goods Products are situated as the invitee of the Customer to take possession and remove the Products and the Seller shall not be liable for any damage, injury or loss however caused resulting from the recovery of the Products; (e) the Customer is only a bailee of the Contractor and that a fiduciary relationship exists between the Client Products and the Contractor. 8.4. Until payment of all debts owing by Customer shall hold any proceeds from the Client to the Contractor, the Client may sell the goods sale or any part thereof in the name disposal of the Client in the ordinary course of business, but does so as a fiduciary agent of the Contractor (but the Client shall not hold itself out as such), provided that such sales shall not give rise to any obligations on the part of the Contractor and on terms which will not prejudice the Contractor’s ability to obtain the sale proceeds thereof. The Client may, for the purpose of any such sale, part with possession of the goods and shall hold the proceeds of sale Products on trust for the Contractor Seller, either in a separate account.account or clearly identified in the books and records of the Customer as being so held for the Seller; 8.5. These provisions apply (f) if the Products are converted into other products the Seller will be the owner of the end products; and (g) the Seller can issue proceedings to recover the Price of the Products sold and all amounts owing to the Seller for the particular Products notwithstanding any arrangement under which that ownership of the Contractor provides credit Products may not have passed to the Customer. To the extent there is any inconsistency, these provisions shall prevail. 8.6. 5.4 The Contractor may recover Customer acknowledges that: (a) these Terms and Conditions constitute a “security agreement” for the price purposes of the goods Personal Property Securities Act 2009 (Cth) and regulations made under that Act (“PPSA”); (b) under this security agreement, the Seller is the “secured party”, the Customer is the “grantor” and the Product supplied by legal action, and may serve a statutory demand the Seller to the Customer pursuant to these Terms and Conditions is “collateral”, including Product that is supplied to the Corporations ▇▇▇ ▇▇▇▇ Customer both before and after this security agreement is made; (Clthc) and file an application the Customer grants a “purchase money security interest” to the Seller in the Product as collateral pursuant to this security agreement for the appointment purposes of a Liquidator to the ClientPPSA; (d) the Seller has or will register its purchase money security interest in the Product as collateral in accordance with the PPSA; (e) at the Seller’s request, if the goods are not paid for within the Contractor’s usual credit terms or any separate arrangement for credit made Customer must, at its cost, do anything considered by the Contractor with the Client, notwithstanding that property in the goods has not passed to the Client. 8.7. Until payment of all debts owing to the Contractor by the Client, the Client shall store the goods separately and in such a manner that they are clearly identified as the property of the Contractor. The Contractor may, without prejudice to any of its other rights, without any notice, retake and resume possession of any goods which remain its property and, by its servants and agents, enter upon the Client’s premises or any other place where the goods may be for that purpose, upon the happening of any of the Default Events set out in clause 7 in which event the Client's implied right to sell the goods shall immediately terminate. 8.8. Upon retaking possession of those goods for which payment has not been made, the Contractor shall, within a reasonable time inspect those goods and credit the Client’s account with such sum as the Contractor Seller in its absolute discretion considers to be a fair and reasonable value necessary for the said goods after making due allowance purposes of ensuring that the Seller’s purchase money security interest is able to be registered on the Personal Property Securities Register and is enforceable, perfected and effective to give the Seller priority for the price for which those goods were sold to purchase money security interest in the Client, the condition event of insolvency of the goods at Customer or otherwise; (f) the time Seller is not required to give the Customer any notice under the PPSA (including a notice of repossession, and a verification statement) unless the costs incurred notice is required by the Contractor in connection with the repossession, sorting PPSA and examination of goodscannot be excluded.

Retention of Title. 8.112.1. All Ownership, property and title in and to any goods supplied by the Contractor Supplier shall only be transferred to the Client shall be at Customer when payment in full has been made by the Client’s risk immediately on delivery Customer to the Client Supplier for all sums owing to the Supplier whether under this agreement or immediately on delivery as directed by any other contract, agreement or arrangement and until such payment is made the Client or immediately on collection by Supplier has the Client’s transport contractor as right to call for and the case may beCustomer is under an obligation to deliver up the goods to the Supplier forthwith upon such demand. 8.212.2. Notwithstanding that risk No documentation affixed to or loss or damage referring to the goods passes to shall be removed from the Client in accordance with sub-clause 8.1 above, goods delivered and/or destroyed by the Contractor shall remain the property of the Contractor Customer until all debts owing by the Client to the Contractor have been paid, notwithstanding that payments may be made for the purpose of settlement of specifically designated claims. 8.3. The Client acknowledges that until such time as title in and to the goods passes has passed to the Client in accordance with this clause, the Client holds Customer under these terms and conditions. 12.3. Until the goods have been paid for in full the Customer shall store the Goods in a manner which clearly indicates the ownership of the Supplier and shall hold the goods in a fiduciary capacity as bailee of for the Contractor and that a fiduciary relationship exists between the Client and the ContractorSupplier. 8.412.4. Until payment of all debts owing by Where the Client to goods have not been paid for in full the Contractor, the Client Customer may only on sell the goods or any part thereof in the name of the Client to a third party in the ordinary course of business, but does so as a fiduciary agent business of the Contractor (but the Client shall not hold itself out as such), provided that such sales shall not give rise to any obligations Customer and on the part condition that: 12.4.1. the Customer keeps proper records of the Contractor and on terms which will sale of the goods; 12.4.2. where the purchaser does not prejudice the Contractor’s ability to obtain the sale proceeds thereof. The Client may, immediately pay for the purpose goods, the purchaser is given written notice of any such sale, part with possession of the Supplier’s interest in the goods and shall hold the existence and operation of this retention of title clause; 12.4.3. where the Customer is paid by the purchaser, the Customer holds the whole of the proceeds of sale on trust for the Contractor Supplier and such proceeds are to be held in a separate bank account; and 12.4.4. where the Customer is not paid by the purchaser, the Customer shall assign its claim against the purchaser to the Supplier upon the Supplier so requesting, which request is solely within the Supplier’s discretion. 8.512.5. These provisions apply notwithstanding For the purpose of giving effect to and perfecting the agreements specified in sub-clause 12.4 the Customer hereby irrevocably appoints the Supplier as its Attorney. 12.6. If payment of any arrangement under monies is overdue in whole or in part, the Supplier may recover and/or resell all or any of the goods. 12.7. If payment of any monies is overdue in whole or in part and the Customer has affixed the goods to any other goods or property, has mixed the goods with any other goods or property or has incorporated the goods into any other goods or property in breach of sub-clause 12.3, the Supplier may retrieve the goods provided that the retrieval does not damage other goods and/or property to which the Contractor provides credit goods have been affixed or mixed, and the Customer shall thereafter continue to be liable to the Customer. To Supplier for such part or balance of the extent there is any inconsistency, these provisions shall prevail. 8.6. The Contractor may recover indebtedness of the price Customer to the Supplier after deducting the realisable value (to be determined at the sole and absolute discretion of the Supplier) of the goods so retrieved. 12.8. For the purposes of sub-clauses 12.6 and 12.7 the Supplier is hereby authorised to enter any premises occupied by legal actionthe Customer and the Customer indemnifies the Supplier against any loss, and may serve a statutory demand pursuant to claims or damages in connection with the Corporations ▇▇▇ ▇▇▇▇ (Clth) and file an application for the appointment retaking of a Liquidator to the Client, if possession of the goods are not paid for within provided that the Contractor’s usual credit terms or any separate arrangement for credit made by the Contractor with the Client, notwithstanding that property in the goods has not passed to the Client. 8.7. Until payment of all debts owing to the Contractor by the Client, the Client shall store the goods separately and in such a manner that they are clearly identified as the property of the Contractor. The Contractor may, without prejudice to any of its other rights, without any notice, retake and resume possession of any goods which remain its property and, by Supplier (including its servants and agents, enter upon the Client’s premises ) acts with reasonable care and caution and commits no act or any other place where the goods may be for that purpose, upon the happening acts of any of the Default Events set out trespass in clause 7 in which event the Client's implied right to sell the goods shall immediately terminate. 8.8. Upon so retaking possession of those goods for which payment has not been made, the Contractor shall, within a reasonable time inspect those goods and credit does not wilfully damage any other goods or property not belonging to the Client’s account Supplier and does not willingly breach or induce any breach of any other legal rights vested in any other person associated with such sum as the Contractor in its absolute discretion considers to be a fair and reasonable value for the said premises entered upon or goods after making due allowance for the price for which those goods were sold to the Client, the condition of the goods at the time of repossession, and the costs incurred by the Contractor in connection with the repossession, sorting and examination of goodsand/or property so dealt with.

Retention of Title. 8.19.1. All goods supplied by Ownership, title and property in the Contractor to Goods and in the Client shall be at proceeds of sale of those Goods remains with Thermogroup until payment in full for the Client’s risk immediately on delivery to the Client or immediately on delivery as directed by the Client or immediately on collection by the Client’s transport contractor as the case may be. 8.2. Notwithstanding that risk or loss or damage to the goods passes to the Client in accordance with sub-clause 8.1 above, goods delivered by the Contractor shall remain the property of the Contractor until Goods and all debts sums due and owing by the Client Customer to the Contractor have Thermogroup on any account has been paid, notwithstanding that payments may be made for the purpose of settlement of specifically designated claims. 8.3. The Client acknowledges that until title in and to the goods passes to the Client in accordance with this clause, the Client holds the goods as bailee of the Contractor and that a fiduciary relationship exists between the Client and the Contractor. 8.4made. Until payment the date of all debts owing by payment: (a) the Client Customer has the right to the Contractor, the Client may sell the goods or any part thereof in the name of the Client Goods in the ordinary course of business, but does so as a fiduciary agent ; (b) until the Goods have been sold by the Customer in the ordinary course of the Contractor Customer’s business, the Customer holds the Goods as bailee for Thermogroup; (but c) the Client shall not hold itself out as such), provided that such sales shall not give rise to any obligations on Goods are always at the part risk of the Contractor and on terms which will not prejudice the Contractor’s ability to obtain the sale proceeds thereofCustomer. 9.2. The Client may, for the purpose of any such sale, part with possession of the goods and shall hold the proceeds of sale on trust for the Contractor Customer is deemed to be in a separate account. 8.5. These provisions apply notwithstanding any arrangement under which the Contractor provides credit to the Customer. To the extent there is any inconsistency, these provisions shall prevail. 8.6. The Contractor may recover the price of the goods by legal action, and may serve a statutory demand pursuant to the Corporations ▇▇▇ ▇▇▇▇ (Clth) and file an application for the appointment of a Liquidator to the Client, if the goods are not paid for within the Contractor’s usual credit terms or any separate arrangement for credit made by the Contractor with the Client, notwithstanding that property in the goods has not passed to the Client. 8.7. Until payment of all debts owing to the Contractor by the Client, the Client shall store the goods separately and in such a manner that they are clearly identified as the property of the Contractor. The Contractor may, without prejudice to any of its other rights, without any notice, retake and resume possession of any goods which remain its property and, by its servants and agents, enter upon the Client’s premises or any other place where the goods may be for that purpose, default immediately upon the happening of any of the Default Events set out in clause 7 in following events: (a) if any payment to Thermogroup is not made promptly before the due date for payment; (b) if the Customer ceases to carry on business or stops or suspends payment or states its intention of so doing or is unable to pay its debts as they fall due or if any cheque or bill of exchange drawn by the Customer payable to Thermogroup is dishonoured; 9.3. In the event of a default by the Customer, then without prejudice to any other rights which event Thermogroup may have at law or under this agreement: (a) Thermogroup or its agents may without notice to the Client's implied right to sell Customer enter the goods shall immediately terminateCustomer’s premises or any premises under the control of the Customer for the purposes of recovering the Goods. 8.8. Upon retaking possession of those goods (b) Thermogroup may recover and resell the Goods; (c) if the Goods cannot be distinguished from similar Goods which the Customer has or claims to have paid for which payment has not been madein full, the Contractor shall, within a reasonable time inspect those goods and credit the Client’s account with such sum as the Contractor Thermogroup may in its absolute discretion considers to seize all goods matching the description of the Goods and hold same for a reasonable period so that the respective claims of Thermogroup and the Customer may be a fair and reasonable value for the said goods after making due allowance for the price for which those goods were sold ascertained. Thermogroup must promptly return to the Client, Customer any goods the condition property of the goods Customer and Thermogroup is in no way liable or responsible for any loss or damage to the Goods or for any loss, damage or destruction to the Customer’s business howsoever arising from the seizure of the Goods. (d) If the Customer uses the Goods in some manufacturing or construction process of its own or some third party, then the Customer must hold such part of the proceeds of sale of such manufacturing or construction process as relates to the Goods in trust for Thermogroup. Such part will be an amount equal in dollar terms to the amount owing by the Customer to Thermogroup at the time of repossessionthe receipt of such proceeds. The Customer will pay Thermogroup such funds held in trust upon the demand of Thermogroup. 9.4. Separately, Customer hereby charges all its right, title and interest to and in the costs incurred by proceeds of sale of the Contractor Collateral as original collateral, or any of it, in connection with the repossession, sorting and examination favour of goods.Thermogroup

Retention of Title. 8.1. 9.1 All goods supplied by the Contractor Products delivered to the Client Customer shall remain PACTON's property, but shall be at for the Client’s account and risk immediately on delivery to of the Client Customer, for as long as there are any payment obligations of the Customer vis-à-vis PACTON, whether or immediately on delivery as directed by the Client or immediately on collection by the Client’s transport contractor as the case may benot due and payable. 8.2. Notwithstanding 9.2 A Customer acting as a reseller may sell and re-deliver a Product subject to PACTON's retention of title insofar as that risk or loss or damage to is common practice in its normal business operations. 9.3 If the goods passes to Customer creates a new object from the Client in accordance with sub-clause 8.1 above, goods Products delivered by PACTON, PACTON shall be the Contractor shall remain the property owner of the Contractor newly-created object and the Customer shall hold such object for PACTON until the Customer has paid all debts owing by amounts owed to PACTON, even if the Client to the Contractor have been paid, notwithstanding that payments may be made for the purpose of settlement of specifically designated claims. 8.3. The Client acknowledges that until title in and to the goods passes to the Client in accordance with this clause, the Client holds the goods as bailee value of the Contractor and that a fiduciary relationship exists between newly-created object is substantially higher than the Client and the Contractor. 8.4. Until payment of all debts owing by the Client to the Contractor, the Client may sell the goods or any part thereof in the name value of the Client in the ordinary course of businessProduct 9.4 Notwithstanding any delivery obligation, but does so as a fiduciary agent of the Contractor (but the Client shall not hold itself out as such), provided that such sales shall not give rise to any obligations on the part of the Contractor and on terms which will not prejudice the Contractor’s ability to obtain the sale proceeds thereof. The Client may, for the purpose of any such sale, part with PACTON may maintain possession of the goods and shall hold the proceeds of sale on trust for the Contractor in a separate account. 8.5. These provisions apply notwithstanding any arrangement under which the Contractor provides credit to the Customer. To the extent there is any inconsistencyProducts, these provisions shall prevail. 8.6. The Contractor may recover the price of the goods by legal actionobjects, and may serve a statutory demand pursuant to the Corporations ▇▇▇ ▇▇▇▇ (Clth) and file an application for the appointment of a Liquidator to the Client, if the goods are not paid for within the Contractor’s usual credit terms or any separate arrangement for credit made by the Contractor with the Client, notwithstanding that property in the goods has not passed to the Client. 8.7. Until payment of all debts owing to the Contractor by the Client, the Client shall store the goods separately and in such a manner that they are clearly identified as the property of the Contractor. The Contractor may, without prejudice to any of its other proprietary rights, without any notice, retake information and resume possession of any goods documents which remain its property and, by its servants and agents, enter upon the Client’s premises have been produced or any other place where the goods may be for that purpose, upon the happening of any of the Default Events set out in clause 7 in which event the Client's implied right to sell the goods shall immediately terminate. 8.8. Upon retaking possession of those goods for which payment has not been made, the Contractor shall, within a reasonable time inspect those goods and credit the Client’s account with such sum as the Contractor in its absolute discretion considers to be a fair and reasonable value for the said goods after making due allowance for the price for which those goods were sold to the Client, the condition of the goods at the time of repossession, and the costs incurred by the Contractor generated in connection with the repossessionAgreement until the Customer has paid all amounts owed to PACTON. 9.5 In the event PACTON has delivered Products to the Customer that are subject to PACTON's retention of title, sorting the Customer shall: a) insure such Products against fire, theft, explosion and examination water damage, third-party liability and own risk, and to maintain such insurance, and to provide the insurance policies for inspection; the insured amount shall be at least equal to the Price; any of goods.the Customer’s rights from the insurance policy are hereby assigned to PACTON, until the Customer has fulfilled all of its obligations vis-à-vis PACTON; b) pledge to PACTON in the manner prescribed in Article 3.239 of the Civil Code, any claim which the Customer may have against its customers through the sale in the course of the normal operation of its business of such Products;

Retention of Title. 8.1. All goods supplied by the Contractor to the Client shall be at the Client’s risk immediately on delivery to the Client or immediately on delivery as directed by the Client or immediately on collection by the Client’s transport contractor as the case may be. 8.2. Notwithstanding that risk or loss or damage to the goods passes to the Client in accordance with sub-clause 8.1 above, goods delivered by the Contractor shall remain the property of the Contractor until all debts owing by the Client to the Contractor have been paid, notwithstanding that payments may be made for the purpose of settlement of specifically designated claims. 8.3. The Client acknowledges that until title in and to the goods passes to the Client in accordance with this clause, the Client holds the goods as bailee of the Contractor and that a fiduciary relationship exists between the Client and the Contractor. 8.4. Until payment of all debts owing by the Client to the Contractor, the Client may sell the goods or any part thereof in the name of the Client in the ordinary course of business, but does so as a fiduciary agent of the Contractor (but the Client shall not hold itself out as such), provided that such sales shall not give rise to any obligations on the part of the Contractor and on terms which will not prejudice the Contractor’s ability to obtain the sale proceeds thereof. The Client may, for the purpose of any such sale, part with possession of the goods and shall hold the proceeds of sale on trust for the Contractor in a separate account. 8.5. These provisions apply notwithstanding any arrangement under which the Contractor provides credit to the Customer. 7.1 To the extent there is any inconsistencypermitted by the applicable law, these provisions the ownership of the Goods shall prevail. 8.6. The Contractor may recover remain to MIB unless and until the price of the goods by legal actionGoods is fully settled and paid (in cash or cleared funds) and all sums due in respect of the Goods as well as all other sums due to MIB from the Customer on any account, and may serve shall be paid for in full. The Customer shall, at MIB’s 7.2 Until the property has been transferred, the Customer shall: (i) hold all Goods on a statutory demand pursuant to the Corporations ▇▇▇ fiduciary basis as ▇▇▇▇ ’s bailee; (Clthii) store, at its own cost, the Goods safely and file an application securely, separately from any other goods on the Customer’s premises whether such other goods are owned by the customer or not ensuring that they remain readily identifiable as MIB’s property, and shall not destroy, deface or obscure any identifying mark or packaging related to the Goods; (iii) insure the Goods to their full replacement value against all normal commercial risks, and produce a copy of the insurance certificate to MIB, if requested to do so. 7.3 The Customer’s right to possession of the Goods prior to title passing shall terminate immediately if the Customer encumbers or in any way alters the Goods, breaches the terms of his contract or of any contract with MIB. Said right to possession shall also terminate if the Customer takes or suffers any action in consequence of debt, including (but not limited to) taking, suffering, convening or making (i) any composition or arrangement with creditors, (ii) any resolution (voluntary or compulsory) for winding up the company, (iii) any petition, notice or court order in relation to liquidation or administration, (iv) the appointment of a Liquidator any administrative receiver or manager or other receiver, or (v) any legal or equitable execution levied on or against the Customer’s property. 7.4 In the event that the Customer’s right to the ClientGoods ceases, if MIB may repossess the goods are not paid for within the Contractor’s usual credit terms or any separate arrangement for credit made by the Contractor with the Client, notwithstanding that property in the goods has not passed to the Client. 8.7. Until payment of all debts owing to the Contractor by the Client, the Client shall store the goods separately Goods and in such a manner that they are clearly identified as the property of the Contractor. The Contractor may, without prejudice to any of its other rights, without any notice, retake and resume possession of any goods which remain its property and, by its servants and agents, enter upon the ClientCustomer’s premises or to do so and ask Customer for any other place where the goods may be compensation for that purpose, upon the happening of any of the Default Events set out in clause 7 in which event the Client's implied right to sell the goods shall immediately terminate. 8.8. Upon retaking possession of those goods for which payment has not been made, the Contractor shall, within a reasonable time inspect those goods and credit the Client’s account with such sum as the Contractor in its absolute discretion considers to be a fair and reasonable value for the said goods after making due allowance for the price for which those goods were sold to the Client, the condition of the goods at the time of repossession, and the all costs incurred by in repossessing the Contractor in connection with the repossession, sorting and examination of goodsGoods.

Retention of Title. 8.1. All goods supplied by the Contractor to the Client shall be at the Client’s risk immediately on delivery to the Client or immediately on delivery as directed by the Client or immediately on collection by the Client’s transport contractor as the case may be. 8.2. Notwithstanding that risk or loss or damage to the goods passes to the Client in accordance with sub-clause 8.1 above(1) Ownership, goods delivered by the Contractor shall remain the title and property of the Contractor Goods remains with TIMG until payment in full for the Goods and all debts sums due and owing by the Client to the Contractor TIMG on any account have been paid, notwithstanding that payments may be made for made. Until the purpose date of settlement of specifically designated claims.payment: 8.3. The Client acknowledges that until title in and to the goods passes to (a) the Client has the right to sell the Goods in accordance with this clause, the Client holds the goods as bailee ordinary course of the Contractor and that a fiduciary relationship exists between Client’s business; (b) until the Client and the Contractor. 8.4. Until payment of all debts owing Goods have been sold by the Client to the Contractor, the Client may sell the goods or any part thereof in the name of the Client in the ordinary course of the Client’s business, but does so as a fiduciary agent of the Contractor (but the Client shall not hold itself out holds the Goods as such), provided that such sales shall not give rise to any obligations on Bailee for TIMG; (c) the part Goods are always at the risk of the Contractor and on terms which will not prejudice the Contractor’s ability to obtain the sale proceeds thereof. The Client may, for the purpose of any such sale, part with possession of the goods and shall hold the proceeds of sale on trust for the Contractor in a separate account. 8.5. These provisions apply notwithstanding any arrangement under which the Contractor provides credit to the Customer. To the extent there is any inconsistency, these provisions shall prevail. 8.6. The Contractor may recover the price of the goods by legal action, and may serve a statutory demand pursuant to the Corporations ▇▇▇ ▇▇▇▇ (Clth) and file an application for the appointment of a Liquidator to the Client, if the goods are not paid for within the Contractor’s usual credit terms or any separate arrangement for credit made by the Contractor with the Client, notwithstanding that property in the goods has not passed to the Client. 8.7. Until payment of all debts owing (2) The Client is deemed to the Contractor by the Client, the Client shall store the goods separately and be in such a manner that they are clearly identified as the property of the Contractor. The Contractor may, without prejudice to any of its other rights, without any notice, retake and resume possession of any goods which remain its property and, by its servants and agents, enter upon the Client’s premises or any other place where the goods may be for that purpose, default immediately upon the happening of any of the Default Events set out in clause 7 in which following events: (a) if any payment to TIMG is not made promptly by the due date for payment; (b) if the Client ceases to carry on business, or stops or suspends payment, or states its intention of so doing, or is unable to pay its debts as they fall due, or if any cheque or bill of exchange drawn by the Client payable to TIMG is dishonoured. (3) In the event of a default by the Client's implied right , then without prejudice to sell any other rights which TIMG may have at law or under this contract: (a) TIMG or its agents may without notice to the goods shall immediately terminate. 8.8. Upon retaking possession of those goods for which payment has not been made, the Contractor shall, within a reasonable time inspect those goods and credit Client enter the Client’s account with such sum as premises or any premises under the Contractor control of the Client for the purposes of recovering the Goods; (b) TIMG may recover and resell the Goods; (c) If the Goods cannot be distinguished from similar Goods which the Client has or claims to have paid for in full, TIMG may in its absolute discretion considers seize all Goods matching the description of the Goods and hold same for a reasonable period so that the respective claims of TIMG and the Client may be ascertained. TIMG must promptly return to the Client any Goods that are ascertained to be a fair the property of the Client, and reasonable value TIMG is in no way liable or responsible for any Loss to the said goods after making due allowance Goods or for the price for which those goods were sold any loss, damage or destruction to the Client, ’s business howsoever arising from the condition seizure of the goods Goods. (d) In the event that the Client uses the Goods in some manufacturing or construction process of its own or some third party, then the Client must hold such part of the proceeds of sale of such manufacturing or construction process as relates to the Goods in trust for TIMG. Such part will be an amount equal in dollar terms to the amount owing by the Client to TIMG, at the time of repossession, and the costs incurred by receipt of such proceeds. The Client will pay TIMG such funds held in trust upon the Contractor in connection with the repossession, sorting and examination demand of goodsTIMG.

Retention of Title. 8.1. All goods supplied by the Contractor to the Client shall be at the Client’s risk immediately on delivery to the Client or immediately on delivery as directed by the Client or immediately on collection by the Client’s transport contractor as the case may be. 8.2. Notwithstanding that risk or loss or damage to the goods passes to the Client in accordance with sub-clause 8.1 above(1) Ownership, goods delivered by the Contractor shall remain the title and property of the Contractor Goods remains with TIMG until payment in full for the Goods and all debts sums due and owing by the Client to the Contractor TIMG on any account have been paid, notwithstanding that payments may be made for made. Until the purpose date of settlement of specifically designated claims.payment: 8.3. The Client acknowledges that until title in and to the goods passes to (a) the Client has the right to sell the Goods in accordance with this clause, the Client holds the goods as bailee ordinary course of the Contractor and that a fiduciary relationship exists between Client’s business; (b) until the Client and the Contractor. 8.4. Until payment of all debts owing Goods have been sold by the Client to the Contractor, the Client may sell the goods or any part thereof in the name of the Client in the ordinary course of the Client’s business, but does so as a fiduciary agent of the Contractor (but the Client shall not hold itself out holds the Goods as such), provided that such sales shall not give rise to any obligations on Bailee for TIMG; (c) the part Goods are always at the risk of the Contractor and on terms which will not prejudice the Contractor’s ability to obtain the sale proceeds thereof. The Client may, for the purpose of any such sale, part with possession of the goods and shall hold the proceeds of sale on trust for the Contractor in a separate account. 8.5. These provisions apply notwithstanding any arrangement under which the Contractor provides credit to the Customer. To the extent there is any inconsistency, these provisions shall prevail. 8.6. The Contractor may recover the price of the goods by legal action, and may serve a statutory demand pursuant to the Corporations ▇▇▇ ▇▇▇▇ (Clth) and file an application for the appointment of a Liquidator to the Client, if the goods are not paid for within the Contractor’s usual credit terms or any separate arrangement for credit made by the Contractor with the Client, notwithstanding that property in the goods has not passed to the Client. 8.7. Until payment of all debts owing (2) The Client is deemed to the Contractor by the Client, the Client shall store the goods separately and be in such a manner that they are clearly identified as the property of the Contractor. The Contractor may, without prejudice to any of its other rights, without any notice, retake and resume possession of any goods which remain its property and, by its servants and agents, enter upon the Client’s premises or any other place where the goods may be for that purpose, default immediately upon the happening of any of the Default Events set out in clause 7 in which following events: (a) if any payment to TIMG is not made promptly by the due date for payment; (b) if the Client ceases to carry on business, or stops or suspends payment, or states its intention of so doing, or is unable to pay its debts as they fall due, or if any cheque or ▇▇▇▇ of exchange drawn by the Client payable to TIMG is dishonoured. (3) In the event of a default by the Client's implied right , then without prejudice to sell any other rights which TIMG may have at law or under this contract: (a) TIMG or its agents may without notice to the goods shall immediately terminate. 8.8. Upon retaking possession of those goods for which payment has not been made, the Contractor shall, within a reasonable time inspect those goods and credit Client enter the Client’s account with such sum as premises or any premises under the Contractor control of the Client for the purposes of recovering the Goods; (b) TIMG may recover and resell the Goods; (c) If the Goods cannot be distinguished from similar Goods which the Client has or claims to have paid for in full, TIMG may in its absolute discretion considers seize all Goods matching the description of the Goods and hold same for a reasonable period so that the respective claims of TIMG and the Client may be ascertained. TIMG must promptly return to the Client any Goods that are ascertained to be a fair the property of the Client, and reasonable value TIMG is in no way liable or responsible for any Loss to the said goods after making due allowance Goods or for the price for which those goods were sold any loss, damage or destruction to the Client, ’s business howsoever arising from the condition seizure of the goods Goods. (d) In the event that the Client uses the Goods in some manufacturing or construction process of its own or some third party, then the Client must hold such part of the proceeds of sale of such manufacturing or construction process as relates to the Goods in trust for TIMG. Such part will be an amount equal in dollar terms to the amount owing by the Client to TIMG, at the time of repossession, and the costs incurred by receipt of such proceeds. The Client will pay TIMG such funds held in trust upon the Contractor in connection with demand of TIMG. 10. Offsite Data Management This clause applies where TIMG provides offsite data management services to the repossession, sorting and examination of goodsClient.

Retention of Title. 8.11. All Until full payment of all claims to which we are entitled against the Customer, including any and all ancillary claims (interest, reminder expenses, lawyer‘s fees and other char- ges), all goods supplied delivered by the Contractor to the Client us shall remain in our ownership (extended retention of title). 2. In any case of default of payment, we may, after previous reminder, collect all goods delivered by us. 3. The Customer shall be at the Client’s risk immediately on delivery obliged to the Client or immediately on delivery as directed notify us without undue delay of any access by the Client or immediately on collection by the Client’s transport contractor as the case may be. 8.2. Notwithstanding that risk or loss or damage third parties to the goods passes subject to our ownership, even in the Client case that such access will only take place in accordance with sub-clause 8.1 abovethe future. Moreover, the Customer shall also point out to those third parties who actually access or intend to access our goods that said goods are in our ownership. Any costs of interventions shall be borne by the Customer. 4. As long as any claim on our part exists, we shall be ent- itled to request information from the Customer at all times to know what goods subject to retention of title are still in the Customer‘s possession, where they are located and to what customers the remaining goods delivered by us have been sold according to quantity, nature and number, etc. We shall be entitled to inspect the Contractor shall remain goods subject to reten- tion of title on the property Customer‘s premises at any time at the place where they are located and, in the case of any risk to our rights, to take said goods back into our possession wit- hout further ado and then to resell them or use them for any other purpose while maintaining any and all of our rights to compensation for damages including claims based on non- fulfilment, default and costs of the Contractor until all debts owing by return transport. The as- sertion of the Client claim for surrender shall not be deemed to be any withdrawal from the Contractor have been paid, notwithstanding that payments may be made for the purpose of settlement of specifically designated claimscontract. 8.35. The Client acknowledges that until title in and to Customer may resell the delivered goods passes to within the Client in accordance with this clause, the Client holds the goods as bailee of the Contractor and that a fiduciary relationship exists between the Client and the Contractor. 8.4. Until payment of all debts owing by the Client to the Contractor, the Client may sell the goods or any part thereof in the name of the Client in the ordinary regular course of business, but does so as a fiduciary agent of the Contractor (but the Client shall not hold itself out as such), provided that such sales shall not give rise to any obligations on the part of the Contractor and on terms which will not prejudice the Contractor’s ability to obtain the sale proceeds thereof. The Client mayCustomer shall hereby as- sign to us, for the purpose by way of any such salesecurity, part with possession of the goods and shall hold the proceeds of sale on trust for the Contractor in a separate account. 8.5. These provisions apply notwithstanding any arrangement under all claims to which the Contractor provides credit to Cus- tomer is entitled now or will be entitled in the Customer. To the extent there is any inconsistency, these provisions shall prevail. 8.6future in this respect. The Contractor may recover Customer shall hereby already accept the price assi- gnment of the goods by legal action, and may serve a statutory demand pursuant to the Corporations ▇▇▇ ▇▇▇▇ (Clth) and file an application for the appointment of a Liquidator to the Client, if the goods are not paid for within the Contractor’s usual credit terms all claims existing now or any separate arrangement for credit made by the Contractor with the Client, notwithstanding that property arising in the goods has not passed to the Client. 8.7. Until payment of all debts owing to the Contractor by the Client, the Client shall store the goods separately and in such a manner that they are clearly identified as the property of the Contractorfuture. The Contractor may, without prejudice Customer shall be obliged to any of its other rights, without any notice, retake record such assignment in the Customer‘s books and resume possession of any goods which remain its property and, by its servants and agents, enter upon the Client’s premises or any other place where the goods may be for that purpose, upon the happening of any of the Default Events set out in clause 7 in which event the Client's implied right to sell the goods shall immediately terminatenotify us accordingly. 8.8. Upon retaking possession of those goods for which payment has not been made, the Contractor shall, within a reasonable time inspect those goods and credit the Client’s account with such sum as the Contractor in its absolute discretion considers to be a fair and reasonable value for the said goods after making due allowance for the price for which those goods were sold to the Client, the condition of the goods at the time of repossession, and the costs incurred by the Contractor in connection with the repossession, sorting and examination of goods.