Common use of RISK AND PROPERTY Clause in Contracts

RISK AND PROPERTY. 7.1 Risk of loss or damage or deterioration to the Goods shall pass to the Customer at the Company’s premises, at the time of delivery or, if the Customer wrongfully fails to confirm the project content, the time when the Company has tendered delivery of the Goods. 7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms, the property in the Goods shall not pass to the Customer until the Company has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Company to the Customer for which payment is then due. 7.3 Until such time as the property in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold), the Company may at any time require the Customer to deliver up the Goods to the Company and, if the Customer fails to do so forthwith, enter on any premises of the Customer or any third party where the Goods are stored and repossess the Goods. 7.4 Until such time as the property in the Goods passes to the Customer, the Customer shall hold the Goods as the Company’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties, and properly stored, protected and insured and identified as the Company’s property; but the Customer may resell or use the Goods in the ordinary course of its business. 7.5 The Customer shall only be at liberty to sell the Goods purchased from the Company prior to the passing of title on the understanding that the Customer will hold on trust for the Company so much of the proceeds of sale received by the Customer under contracts which include all or any of the Goods either in their original or altered states as are necessary to discharge payment in full to the Company. 7.6 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Company, but if the Customer does so all monies owing by the Customer to the Company shall (without limiting any other right or remedy of the Company) forthwith become due and payable.

RISK AND PROPERTY. 7.1 a) Risk of damage to or loss or damage or deterioration to of the Goods shall pass to the Customer Customer: (i) in the case of Goods to be provided at ▇▇▇▇▇▇▇▇▇'s premises, at the Companytime when ▇▇▇▇▇▇▇▇▇ notifies the Customer that the Goods are available for collection; or (ii) in the case of Goods to be delivered otherwise than at Sartorius’s premises, at the time of delivery or, if the Customer wrongfully fails to confirm take delivery of the project contentGoods, the time when the Company ▇▇▇▇▇▇▇▇▇ has tendered delivery of the Goods. 7.2 b) Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these TermsGTC, the property in the Goods shall not pass to the Customer until the Company Sartorius has received in cash or cleared funds payment in full of the price Price of the Goods. c) Until such time as the property in the Goods passes to the Customer, the Customer shall hold the Goods as ▇▇▇▇▇▇▇▇▇'s fiduciary agent and bailee, and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as ▇▇▇▇▇▇▇▇▇'s property and take all reasonable care of the Goods and keep them in the condition in which they were delivered and inform ▇▇▇▇▇▇▇▇▇ immediately if it becomes subject to any insolvency type event and permit, upon reasonable notice, ▇▇▇▇▇▇▇▇▇ to inspect the Goods during the Customer’s normal business hours and provide Sartorius with such information concerning the Goods as ▇▇▇▇▇▇▇▇▇ may request from time to time. Until such time as the Customer becomes aware or ought reasonably to have become aware that an insolvency type event has occurred or is likely to occur, the Customer shall be entitled to resell or use the goods in the ordinary course of its business, but shall account to Sartorius for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all other goods agreed to be sold by such proceeds separate from any moneys or property of the Company Customer and third parties and, in the case of tangible proceeds, properly stored, protected and insured. If the Customer resells the Goods in accordance with the foregoing, title shall pass to the Customer for which payment immediately prior to the resale If, at any time before title to the Goods has passed to the Customer, the Customer informs ▇▇▇▇▇▇▇▇▇, or ▇▇▇▇▇▇▇▇▇ reasonably believes, that the Customer has or is then duelikely to become subject to an insolvency type event, Sartorius may (i) require the Customer to re-deliver the Goods to Sartorius (at the expense of the Customer if so requested by ▇▇▇▇▇▇▇▇▇); and/or (ii) if the Customer fails to do so promptly, enter any premises where the Goods are stored and repossess them. 7.3 d) Until such time as the property in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold), the Company may ▇▇▇▇▇▇▇▇▇ shall be entitled at any time to require the Customer to deliver up the Goods to the Company Sartorius and, if the Customer fails to do so forthwith, to enter on upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods. 7.4 Until such time as the property in the Goods passes to the Customer, the Customer shall hold the Goods as the Company’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties, and properly stored, protected and insured and identified as the Company’s property; but the Customer may resell or use the Goods in the ordinary course of its business. 7.5 The Customer shall only be at liberty to sell the Goods purchased from the Company prior to the passing of title on the understanding that the Customer will hold on trust for the Company so much of the proceeds of sale received by the Customer under contracts which include all or any of the Goods either in their original or altered states as are necessary to discharge payment in full to the Company. 7.6 e) The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Company▇▇▇▇▇▇▇▇▇, but if the Customer does so all monies moneys owing by the Customer to the Company Sartorius shall (without limiting prejudice to any other right or remedy of the CompanySartorius) forthwith become due and payable.

RISK AND PROPERTY. 7.1 Risk of loss or damage or deterioration loss to the Goods Products shall pass to the Customer Buyer: 7.1.1 in the case of Products to be delivered at the Company’s premises, Seller's premises at the time of delivery or, if the Customer wrongfully fails to confirm the project content, the time when the Company has Seller notifies the Buyer that the Products are available for collection; or 7.1.2 in the case of Products to be delivered otherwise than at the Seller's premises at the time the Products leave the Seller's premises or if the Buyer wrongfully fails to take delivery of the Products at the time when the Seller tendered delivery of the GoodsProducts. 7.2 Notwithstanding delivery and the passing of risk in the Goods, Products or any other provision of these Terms, Conditions the property in the Goods Products shall not pass to the Customer Buyer until the Company Seller has received in cash or cleared funds payment in full of the full price of the Goods Products and all other goods Products agreed to be sold by the Company Seller to the Customer Buyer for which payment is then dueoutstanding. 7.3 Until such time as the property in the Goods Products passes to the Customer (Buyer the Buyer shall hold the Products as fiduciary agent and provided bailee and shall keep the Goods are still in existence and have not been resold), the Company may at any time require the Customer to deliver up the Goods to the Company and, if the Customer fails to do so forthwith, enter on any premises Products separate from those of the Customer or any Buyer and third party where parties and properly stored protected and insured and identified as the Goods are stored and repossess the GoodsSeller's property. 7.4 Until such time as the property in the Goods Products passes to the Customer, Buyer (and provided the Customer Products are still in existence and have not been resold) the Seller shall hold be entitled at any time to require the Goods as Buyer to deliver up the Company’s fiduciary agent Products to the Seller and bailee, and shall keep if the Goods separate from those Buyer fails to do so forthwith to enter upon any premises of the Buyer or any third party where the Products are stored and third parties, and properly stored, protected and insured and identified as repossess the Company’s property; but the Customer may resell or use the Goods in the ordinary course of its businessProducts. 7.5 The Customer shall only be at liberty to sell the Goods purchased from the Company prior to the passing of title on the understanding that the Customer will hold on trust for the Company so much of the proceeds of sale received by the Customer under contracts which include all or any of the Goods either in their original or altered states as are necessary to discharge payment in full to the Company. 7.6 The Customer Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods Products which remain the property of the Company, Seller but if the Customer Buyer does so all monies moneys owing by the Customer Buyer to the Company Seller shall (without limiting prejudice to any other right or remedy of the CompanySeller) forthwith become due and payable.

RISK AND PROPERTY. 7.1 Risk of loss or damage or deterioration to the Goods shall pass to the Customer at the Company’s premises, at the time of delivery or, if the Customer wrongfully fails to confirm the project content, the time when the Company has tendered delivery of the Goods. 7.2 8.1 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms, the property in the Goods shall not pass to the Customer until the Company has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Company to the Customer for which payment is then due; 8.1.1 However risk damage to or loss of the Goods shall pass to the Customer in the case of Goods to be delivered at the Customer’s premises, at that time; or 8.1.2 In the case of Goods where the Customer wrongly fails to take delivery of the Goods, the time when the Company has tendered delivery of the Goods. 7.3 8.2 Until such time as the property in the Goods passes to the Customer (and provided the Customer shall hold the Goods are still as the Companys fiduciary agent and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as the Company’s property. 8.3 Until such time as the property in existence and have not been resold), the Goods passes to the Customer the Company may shall be entitled at any time to require the Customer to deliver up the Goods to the Company and, if the Customer fails to so do so forthwith, to enter on upon any premises of the Customer or any third party where the Goods are stored and repossess the GoodsGoods PROVIDED THAT the goods may be removed practically from the Customer’s premises and are separately identifiable. This right shall be valid even if the Contract has for any reason been terminated and does not jeopardise any accrued rights of the Company thereafter. 7.4 Until such time as the property in the Goods passes to the Customer, the Customer shall hold the Goods as the Company’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties, and properly stored, protected and insured and identified as the Company’s property; but the Customer may resell or use the Goods in the ordinary course of its business. 7.5 The Customer shall only be at liberty to sell the Goods purchased from the Company prior to the passing of title on the understanding that the Customer will hold on trust for the Company so much of the proceeds of sale received by the Customer under contracts which include all or any of the Goods either in their original or altered states as are necessary to discharge payment in full to the Company. 7.6 8.4 The Customer shall not be entitled to sell or pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Company, but if the Customer does so all monies moneys owing by the Customer to the Company shall (without limiting prejudice to any other right or remedy of the Company) forthwith become due and payable. 8.5 The use or acquisition of the software used by the Company by the Customer shall not operate to transfer the ownership of the copyright or any other intellectual property rights in the software or any related documentation to the Customer or to any third party.

RISK AND PROPERTY. 7.1 Risk (a) The risk of loss or damage or deterioration to the Goods shall goods will pass to the Customer at the Company’s premises, at the time of on delivery or, if the Customer wrongfully fails or dispatch pursuant to confirm the project content, the time when the Company has tendered delivery Clause 9. (b) Property in and ownership of the Goods. 7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms, the property in the Goods shall goods will not pass from the Supplier to the Customer until the Company has received in cash or cleared funds payment in full of the purchase price of the Goods goods and all other goods agreed moneys owing to be sold the Supplier by the Company to the Customer for which payment is then dueon any account. 7.3 (c) Until such time as the property in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold), the Company may at any time require the Customer to deliver up the Goods to the Company and, if the Customer fails to do so forthwith, enter on any premises of the Customer or any third party where the Goods are stored and repossess the Goods. 7.4 Until such time as the property in the Goods ownership passes to the Customer, : (i) the Customer shall hold must insure the Goods as the Company’s fiduciary agent goods on its own behalf and bailee, and shall keep the Goods separate from those on behalf of the Buyer and third parties, and properly stored, protected and insured and identified as the Company’s property; but Supplier; (ii) the Customer may resell holds the goods as fiduciary bailee and agent for the Supplier; (iii) if the Customer alters the goods by subjecting them to any manufacturing or use other process, or mixes the Goods in the ordinary course of its business. 7.5 The Customer shall only be at liberty to sell the Goods purchased from the Company prior to the passing of title on the understanding goods with other products or items so that the goods are no longer separately identifiable, then the Customer will hold on trust for the Company so much holds such part of the proceeds of sale received by the Customer under contracts which include all such manufacturing or any of the Goods either in their original or altered states other process as are necessary to discharge payment in full relates to the Company. 7.6 The Customer goods in trust for the Supplier. Such part shall not be entitled deemed to pledge or equal in any way charge by way of security for any indebtedness any of dollar terms the Goods which remain the property of the Company, but if the Customer does so all monies amount owing by the Customer to the Company Supplier and at the time of payment of such proceeds to the Supplier the Customer’s obligation to pay the amount owed for the goods will be discharged; (iv) the goods must be stored separately from goods on the Customer’s premises not supplied by the Supplier and in a manner to enable them to be identified and cross-referenced to the Supplier’s invoices; (v) the Supplier, its employees and agents, are entitled to enter the Customer’s premises at any time upon giving written notice to inspect the goods; (vi) unless otherwise notified in writing by the Supplier and subject to paragraph (f), the Customer is authorised to sell the goods in the ordinary course of the Customer’s business; and (vii) if the goods are resold, or products using the goods are manufactured and resold by the Customer, the Customer holds all of the book debts owed in respect of such sales and proceeds of such sales in trust for the Supplier. Such part of the book debts and proceeds shall be deemed to equal in dollar terms the amount owed by the Customer to the Supplier at the time of receipt of such book debts and proceeds. (d) If payment for the goods is not made by the Customer to the Supplier within 30 days after the due date specified in the relevant invoice, the Customer must deliver the goods to the Supplier on demand. If the Customer does not comply with such a demand, the Supplier, its employees or agents, are entitled: (i) to enter the Customer’s premises at any time and to do all things necessary in order to take possession of the goods and the Customer; (a) must procure the consent of all other persons having any interest in the premises where the goods are situated to entry onto these premises by the Supplier, its employees or agents; and (b) it indemnifies the Supplier against any claim, loss, liability, cost and expense that may be incurred or sustained by the Supplier, its employees or agents, as a result of the entry of those premises where the goods are situated; and (ii) with or without limiting taking possession of the goods, to sell them or otherwise deal with them as the Supplier sees fit. The Customer must pay to the Supplier all costs and expenses incurred by the Supplier (including legal costs calculated on a Solicitor Client basis and mercantile agent’s costs) in respect of any enforcement of these Terms, or recovery or attempted recovery of either or both the money owing by the Customer to the Supplier or possession of the goods. (e) The Customer acknowledges that the goods are not intended to become affixed to any premises and must ensure that the goods may be removed from those premises without causing damage of any kind to the premises. (f) The Customer’s right to hold and sell the goods immediately ceases if any of the events described in Clause 18 occur. In any such case, and without the need for notice or demand by the Supplier, the Customer acknowledges that any sale or purported sale of the goods is not in the ordinary course of the Customer’s business and the proceeds of any goods sold in such circumstances are, to the extent of the money owing, be held on trust for the Supplier by the administrator, controller, liquidator, trustee or similar officer, as the case may be or if there is no such officer, by the Customer (g) Any provision of this Clause 14, which is prohibited or unenforceable in any jurisdiction, is ineffective as to that jurisdiction to the extent of the prohibition or unenforceability. That does not invalidate the remaining provisions of this Clause14 nor affect the validity or enforceability of that provision in any other right or remedy of the Company) forthwith become due and payablejurisdiction.

RISK AND PROPERTY. 7.1 Risk of loss or damage or deterioration to in the Goods shall pass to you upon delivery, which shall be: 7.1.1 after the Customer expiration of 3 Calendar Days after we inform you that the Goods are ready for collection from our premises; and/or 7.1.2 when we at your request deliver the Company’s premises, at the time of delivery or, if the Customer wrongfully fails Goods to confirm the project content, the time when the Company has tendered delivery of the Goodsan alternative address (even where you fail to take receipt). 7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms, the property in You are responsible for the Goods once delivery has occurred under clause 7.1. 7.3 You shall not pass to own the Customer Goods even though we have given you physical possession of the Goods if we have not been paid in full for the Goods by the Due Date in accordance with clause 6. 7.4 If you have ordered Goods and receive them in instalments, you shall not own any of the Goods until the Company has received you have paid us in full in accordance with clause 6 either by receipt of cash or cleared funds by us for each instalment of the goods. 7.5 Until payment in full of the price for all Goods has been received by us, the Goods shall be stored separately from any products or goods belonging to You or any third party and must be clearly marked and identified as being our property. You agree that Our employees and/or agents shall be entitled to enter your premises to check compliance with this clause. 7.6 You shall return the Goods to us if we ask you to return them where you or a third party has possession of the Goods Goods, and all other goods agreed to we have not be sold by the Company to the Customer for which payment is then due. 7.3 Until such time as the property paid in the Goods passes to the Customer (full, and provided the Goods are still in existence and you have not been resold), the Company may at any time require the Customer to deliver up yet sold the Goods to another person who does not know about us. 7.7 If you fail to return the Company andGoods to us, if the Customer fails you authorise us to do so forthwith, enter on any premises of the Customer whether yours or any third party where the Goods are stored and repossess someone else’s to recover the Goods. 7.4 Until such time as 7.8 Where we have given you possession of the property in Goods, but we are still the Goods passes to owners of the CustomerGoods, the Customer you shall hold not use the Goods as any form of security or for any indebtedness. You shall not use the Company’s fiduciary agent Goods to raise money for yourself or another person. If you do, all money owed by you to us including unbilled amounts becomes immediately due and baileepayable. You agree to immediately pay to us all money owed by you under this Agreement or any other agreement with you. 7.9 Until legal ownership of the Goods has passed to you, and you shall keep the Goods separate from those insured for the price at which the Goods were sold to you against all normal risks and shall account to us for any proceeds of such policy of insurance upon respect of the Buyer and third parties, and properly stored, protected and insured and identified as same. Any monies received from you by us in accordance with this clause shall not discharge your liability to pay the Company’s property; but the Customer may resell or use the Goods in the ordinary course of its business. 7.5 The Customer shall only be at liberty to sell the Goods purchased from the Company prior to the passing of title on the understanding that the Customer will hold on trust price for the Company so much of the proceeds of sale received by the Customer under contracts which include all or goods plus interest accrued in accordance with clause 6 but shall be set off against any of the Goods either in their original or altered states as are necessary to discharge payment in full to the Companysuch liability. 7.6 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Company, but if the Customer does so all monies owing by the Customer to the Company shall (without limiting any other right or remedy of the Company) forthwith become due and payable.

RISK AND PROPERTY. 7.1 6.7.1 Risk of damage to or loss or damage or deterioration to of the Goods shall pass to the Customer at on delivery to the CompanyCustomer’s premises, at the time designated point of delivery or, if the Customer wrongfully fails to confirm take delivery of the project contentGoods, the time when the Company Seller has tendered delivery of the Goods. 7.2 6.7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these TermsTerms and Conditions of Sale, the property in the Goods shall not pass to the Customer until the Company Seller has received in cash or cleared funds payment in full of the price of CTI/ Movianto Nederland the Goods and all other goods Goods agreed to be sold by the Company Seller to the Customer for which payment is then due. 7.3 6.7.3 Until such time as the property in the Goods passes to the Customer, the Customer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as the Seller’s property. Until that time the Customer shall be entitled to resell or use the Goods in the ordinary course of its business but shall account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any monies or property of the Customer and third parties and, in the case of tangible proceeds, properly stored, protected and insured. 6.7.4 Until such time as the property in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold), the Company may Seller shall be entitled at any time to require the Customer to deliver up the Goods to the Company Seller and, if the Customer fails to do so forthwith, to enter on upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods. 7.4 Until such time as the property in the Goods passes to the Customer, the Customer shall hold the Goods as the Company’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties, and properly stored, protected and insured and identified as the Company’s property; but the Customer may resell or use the Goods in the ordinary course of its business. 7.5 The Customer shall only be at liberty to sell the Goods purchased from the Company prior to the passing of title on the understanding that the Customer will hold on trust for the Company so much of the proceeds of sale received by the Customer under contracts which include all or any of the Goods either in their original or altered states as are necessary to discharge payment in full to the Company. 7.6 6.7.5 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the CompanySeller, but if the Customer does so all monies owing by the Customer to the Company Seller shall (without limiting prejudice to any other right or remedy of the CompanySeller) forthwith become due and payable.

RISK AND PROPERTY. 7.1 Risk of loss or damage or deterioration to 8.1 The risk in the Goods shall pass to the Customer at upon delivery of the Company’s premises, at the time of delivery or, if Goods to the Customer wrongfully or any carrier acting on the Customer’s behalf. If the Seller is unable to despatch the Goods because of the Customer’s acts or omissions or the Customer fails to confirm take delivery of the project contentGoods or fails to collect the Goods from the Seller’s premises on the date specified (as applicable), the risk in the Goods shall still pass to the Customer at the time when the Company has tendered delivery of Customer should have collected the GoodsGoods or taken delivery. 7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms, the 8.2 The property in the Goods shall not pass to the Customer until the Company has received in cash or cleared funds payment in full of the total price of of: 8.2.1 the Goods and all (if applicable) the Services; and 8.2.2 any other goods agreed and/or services supplied under any contract with the Customer to be sold by which these Conditions apply or any other contract between the Company to Seller and the Customer for which payment to the Seller remains due, is then duepaid in full and cleared funds. 7.3 8.3 Until such time as the property Price for any Goods has been paid in full and cleared funds: 8.3.1 those Goods shall be held by the Customer in fiduciary capacity and stored by the Customer at its premises in such a manner that they are clearly identifiable as the Goods passes to of the Seller and shall be kept separate from other goods whether or not supplied by the Seller; 8.3.2 the Customer (and provided the Goods are still in existence and have not been resold), the Company may at any time require the Customer to deliver up the shall insure those Goods to the Company full replacement value of the Goods and shall note the Seller’s interest on the policy; 8.3.3 the Customer shall not pledge or charge in any other way any of those Goods and, if the Customer fails breaches this clause 8.3.3, the Price for those Goods shall become immediately due and payable; and 8.3.4 those Goods shall be handed over to do so forthwith, the Seller on demand and the Seller: (i) shall be entitled to re-take possession of them without prejudice to any of its other rights against the Customer; and (ii) is hereby granted a licence to enter on any into the Customer’s premises of for such purposes. 8.4 If the Customer or sells any third party where Goods prior to paying the Goods are stored Price due in respect thereof in full and repossess the Goods. 7.4 Until such time as the property in the Goods passes to the Customer, cleared funds: (i) the Customer shall hold the Goods as the Company’s fiduciary agent and bailee, and shall keep the Goods separate from those proceeds of the Buyer and third parties, and properly stored, protected and insured and identified as the Company’s property; but the Customer may resell or use the Goods in the ordinary course of its business. 7.5 The Customer shall only be at liberty to sell the Goods purchased from the Company prior to the passing of title on the understanding that the Customer will hold sale on trust for the Company so much of Seller and shall immediately pay the proceeds of sale received into a separate bank account for such purposes; and (ii) the Seller shall be entitled to call upon the Customer to assign all claims that the Customer may have against the purchaser(s) of those Goods. 8.5 The Customer's right to possession of the Goods shall terminate immediately if: 8.5.1 the Customer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Customer or notice of intention to appoint an administrator is given by the Customer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding- up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer; or 8.5.2 the Customer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under contracts which include all the Contract or any other contract between the Seller and the Customer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Customer ceases to trade; or 8.5.3 the Customer encumbers or in any way charges any of the Goods. 8.6 The Seller shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods either has not passed from the Seller. 8.7 Where the Seller is unable to determine whether any Goods are the goods in their original or altered states as are necessary respect of which the Customer's right to discharge payment in full possession has terminated, the Customer shall be deemed to have sold all goods of the kind sold by the Seller to the CompanyCustomer in the order in which they were invoiced to the Customer. 7.6 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any 8.8 On termination of the Goods which Contract, howsoever caused, the Seller's (but not the Customer's) rights contained in this Condition 8 shall remain the property of the Company, but if the Customer does so all monies owing by the Customer to the Company shall (without limiting any other right or remedy of the Company) forthwith become due and payablein effect.

RISK AND PROPERTY. 7.1 8.1 Risk of damage to or loss or damage or deterioration to of the Goods Products shall pass to the Customer Buyer: 8.1.1 in the case of Products to be delivered at the CompanySupplier’s premises, at the time when the Supplier notifies the Buyer that the Products are available for collection; or 8.1.2 in the case of Products to be delivered otherwise than at the Supplier’s premises, at the time of delivery or, if the Customer Buyer wrongfully fails to confirm take delivery of the project contentProducts, the time when the Company Supplier has tendered delivery of the Goods.Products; 7.2 8.2 Notwithstanding delivery and the passing of risk in the GoodsProducts, or any other provision of these TermsConditions, the property in the Goods Products shall not pass to the Customer Buyer until the Company Supplier has received in cash or cleared funds payment in full of the price of the Goods Products and payment in full of all other goods agreed to be sold by sums due from the Company Buyer to the Customer for which payment is then dueSupplier whether under the Contract or by virtue of any other liability of the Buyer to the Supplier. 7.3 8.3 Until such time as the property in the Goods Products passes to the Customer Buyer, the Buyer shall hold the Products as the Supplier’s fiduciary agent and bailee and shall keep the Products separate from those of the Buyer and third parties and properly stored protected and insured and identified as the Supplier’s property. Until that time the Buyer shall be entitled to resell or use the Products in the ordinary course of its business, but shall account to the Supplier for such part of the proceeds of sale or otherwise of the Products, whether tangible or intangible, including insurance proceeds, as is equivalent to the invoice value of the Products and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured 8.4 Until such time as the property in the Products passes to the Buyer (and provided the Goods Products are still in existence and have not been resold), ) the Company may Supplier shall be entitled at any time to require the Customer Buyer to deliver up the Goods Products to the Company Supplier and, if the Customer Buyer fails to do so forthwith, to enter on upon any premises of the Customer Buyer or any third party where the Goods Products are stored and repossess the GoodsProducts. 7.4 Until such time as the property in the Goods passes to the Customer, the Customer shall hold the Goods as the Company’s fiduciary agent and bailee, and shall keep the Goods separate from those of the 8.5 The Buyer and third parties, and properly stored, protected and insured and identified as the Company’s property; but the Customer may resell or use the Goods in the ordinary course of its business. 7.5 The Customer shall only be at liberty to sell the Goods purchased from the Company prior to the passing of title on the understanding that the Customer will hold on trust for the Company so much of the proceeds of sale received by the Customer under contracts which include all or any of the Goods either in their original or altered states as are necessary to discharge payment in full to the Company. 7.6 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods Products which remain the property of the Company, Supplier but if the Customer Buyer does so all monies moneys owing by the Customer Buyer to the Company Supplier shall (without limiting prejudice to any other right or remedy of the CompanySupplier) forthwith become due and payable. 8.6 For the avoidance of doubt, nothing contained in this Clause 8 shall entitle the Buyer to return any of the Products to the Supplier save as expressly provided in these terms and conditions or as expressly agreed in writing between the Supplier and the Buyer.

RISK AND PROPERTY. 7.1 Risk The Equipment shall be at the risk of loss or damage or deterioration the Company until delivery to the Goods Customer at the place of delivery specified in the Agreement. 7.2 Ownership of the Equipment shall pass to the Customer at on the Company’s premises, at the time later of delivery or, if the Customer wrongfully fails to confirm the project content, the time when the Company has tendered delivery completion of the Goods. 7.2 Notwithstanding delivery and the passing of risk in the Goodsdelivery, or any other provision of these Terms, the property in the Goods shall not pass to the Customer until when the Company has received in cash or full in cleared funds payment all sums due to it in full respect of the price of the Goods and all other goods agreed to be sold by the Company to the Customer for which payment is then dueEquipment. 7.3 Until such time as ownership of the property in the Goods passes Equipment has passed to the Customer (and provided the Goods are still in existence and have not been resold)under condition 7.2, the Customer shall: (a) hold the Equipment on a fiduciary basis as the Company's bailee; (b) store the Equipment (at no cost to the Company) in satisfactory conditions and separately from all the Customer's other equipment or that of a third party, so that it remains readily identifiable as the Company's property; (c) not destroy, deface or obscure any identifying ▇▇▇▇ or packaging on or relating to the Equipment; and (d) keep the Equipment insured on the Company's behalf for its full price against all risks with a reputable insurer to the reasonable satisfaction of the Company, ensure that the Company's interest in the Equipment is noted on the policy, and hold the proceeds of such insurance on trust for the Company may at and not mix them with any time require other money, nor pay the proceeds into an overdrawn bank account. 7.4 The Customer's right to possession of the Equipment before ownership has passed to it shall terminate immediately if any of the circumstances set out in condition 12.1 arise or if the Customer to deliver up encumbers or in any way charges the Goods to the Company andEquipment, or if the Customer fails to do so forthwith, enter on make any premises of the Customer or any third party where the Goods are stored and repossess the Goods. 7.4 Until such time as the property in the Goods passes payment to the Customer, Company on the Customer shall hold the Goods as the Company’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties, and properly stored, protected and insured and identified as the Company’s property; but the Customer may resell or use the Goods in the ordinary course of its businessdue date. 7.5 The Customer shall only grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Equipment is or may be at liberty stored in order to sell inspect it, or where the Goods purchased from Customer's right to possession has terminated, to remove it. All costs incurred by the Company prior to in repossessing the passing of title on the understanding that the Customer will hold on trust for the Company so much of the proceeds of sale received Equipment shall be borne by the Customer under contracts which include all or any of the Goods either in their original or altered states as are necessary to discharge payment in full to the CompanyCustomer. 7.6 The Customer shall not be entitled to pledge or in any way charge by way On termination of security the Agreement for any indebtedness any of the Goods which remain the property of reason, the Company, 's (but if not the Customer does so all monies owing by the Customer to the Company Customer's) rights in this condition 7 shall (without limiting any other right or remedy of the Company) forthwith become due and payableremain in effect.