9. Risk and Ownership
9.1 : The risk in the Goods shall pass to the Buyer at the time of delivery or deemed delivery under Condition 8.
9.2 : Notwithstanding delivery, the legal and beneficial ownership of the Goods shall remain vested in the Seller until the Seller has received in full in cleared funds :
9.2.1 : All sums due to it in respect of the Goods; and
9.2.2 : All other sums which are or which become due to the Seller from the Buyer on any account whatsoever.
9.3 : Until ownership of the Goods has passed to the Buyer, the Buyer holds the Goods in trust for the Seller as the Seller’s bailee and undertakes to :
9.3.1 : Store the Goods (at no cost to the Seller) separately from all other goods of the Buyer or any third party in such a way as they are clearly identified as the property of the Seller; and
9.3.2 : Not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
9.3.3 : Maintain the Goods in satisfactory condition; and
9.3.4 : Have the Goods insured for their full Price against all risks to the reasonable satisfaction of the Seller, whenever requested by the Seller produce a copy of the policy of insurance to the Seller and procure that any insurance proceeds received in respect of lost or damaged Goods are paid to the Seller, to the extent required to satisfy the indebtedness of the Buyer to the Seller.
9.4 : The Buyer is entitled to use the Goods in its manufacturing process notwithstanding that ownership in such Goods has not passed to it.
9.5 : The Buyer’s right to possession and use of the Goods shall terminate immediately:
9.5.1 : If payment of any invoice under the Contract by the Buyer becomes overdue; or
9.5.2 : If the Buyer becomes Insolvent; or
9.5.3 : On the Seller giving the Buyer written notice that it has any concerns regarding the financial standing of the Buyer; or
9.5.4 : If the Buyer is in breach of any of its obligations under the Contract or any other contract between the Seller and the Buyer; or
9.5.5 : If the Buyer encumbers or in any way charges any of the Goods; or
9.5.6 : If the Contract terminates for any reason.
9.6 : The Seller shall be entitled to recover payment for the Goods (including by way of court action) notwithstanding that ownership of any of the Goods has not passed from the Seller.
9.7 : The Buyer grants the Seller, its agents, employees and sub-contractors an irrevocable license at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession and use has terminated, to recover them.
9.8 : If the Buyer’s right to possession and use of the Goods terminates in accordance with Condition 9.5, the Seller will be entitled to issue the Buyer with a credit note for all or any part of the Prices together with taxes thereon.
9.9 : In this Condition 9, “Insolvent” has the following meaning in relation to the Buyer:
9.9.1 : It passes a resolution for its winding-up or a winding up order is made against it by a court or it has an administrator or an administrative receiver or a receiver or provisional liquidator appointed over its assets, income or any part thereof, or it is subject to a notice of intention to appoint an administrator or it enters into an arrangement with its creditors or is unable to pay its debts; or
9.9.2 : It has any distraint, execution or other process levied or enforced on any of its property; or
9.9.3 : It ceases to trade or appears in the reasonable opinion of the Seller likely or is threatening to cease to trade; or
9.9.4 : It has a change in its management and/or control; or
9.9.5 : The equivalent of any of the above occurs to the Buyer in another jurisdiction to which the Buyer is subject.
9.10 : The Seller’s rights contained in this Condition 9 will survive termination of the Contract however arising.