Shipping and Delivery
(a) The Goods supplied by the Supplier to the Applicant shall be at the Applicant's risk immediately on delivery to the Applicant or into the Applicant’s custody or immediately upon delivery as directed by the Applicant.
(b) Not withstanding that the risk of loss or damage to the Goods passes to the Applicant in accordance with sub-paragraph (a) property in and ownership of the Goods shall not pass to the Applicant until payment in full tor the Goods shall have been received by the Supplier. Until payment in full for the Goods shall have been received by the Supplier, the Applicant shall hold the Goods on a fiduciary basis as a bailee only for the Supplier and the Applicant shall at its own expense keep the Goods properly and safely stored separately from any other goods and stock of the Applicant and any other third party and in such a way as the Goods shall be readily identified as the Goods of the Supplier and the Applicant shall not, subject to sub-clause dii), pledge, mortgage, charge or part with the goods or attempt to do so without the prior written consent of the Supplier.
(d) (l) Not withstanding that the property in the Goods has not passed to the Applicant, the Applicant may resell the Goods or any part thereof in the name or the Applicant but only as agent for the Supplier and may deliver any such goods to the buyer of them but only on terms which will not prejudice the Supplier's ability to obtain the sale proceeds thereof.
(il) Any amount paid by the buyer of such goods from time to time to the Applicant (hereinafter referred to as “the sale proceeds") shall be held by the Applicant in trust tor the Vendor, banked in a separate bank account relating only to the sale proceeds of the Goods of the Supplier under this and or other contracts between the Supplier and Applicant and shall be forwarded as soon as possible after receipt to the Supplier.
(lil) lf and when the full amount of the price of the Goods has been received by the Supplier, any further part of the price received by the Applicant upon any resale by it of the Goods may be retained by the Applicant as its commission for effecting such sale as agent tor the Supplier.
(e) An act of default of this contract shall be deemed to occur in the event of any of the following:-
(I) The Applicant failing to make payment in full for the Goods within 30 days from the date hereof,
(ii) The Applicant, required herein, failing to insure the Goods from the date of delivery thereof by the Supplier and to provide evidence of such insurance to the Supplier,
(ili) Any distress or execution being levied upon the Applicant: goods or property,
(iv) The Applicant. being a company, becoming unable to pay its debts as they fall due, offering to enter into any scheme of arrangement with its creditors, the passing by the Board of Directors of the Applicant of any resolution to wind up the Applicant, the filling of any petition to wind up the Applicant or the appointment of an administrator or receiver manager in respect of the Applicant's affair,
(v) The Applicant, in the case of a natural person, being declared bankrupt (any such acts collectively hereinafter referred to as an Act of Default), immediately upon the Applicant committing any Act of Default any right to sell the Goods in which the title to property remains vested in the Supplier shall cease forthwith and the Applicant shall upon the happening of any Act of Default immediately place any of the Goods then remaining in its possession or under its control at the disposal of the Supplier and the Supplier is hereby irrevocably authorised by the Applicant to nominate a person to enter the Applicant's premises during normal business hours for the purpose of repossessing such of the Goods still in the possession or under the control of the Applicant and where necessary to use no more than reasonable force to liberate and take possession of the Goods. Where the Goods are stored in a warehouse conducted by a person other than the Applicant immediately upon committing any Act of Default the Applicant shall be deemed to have irrevocably appointed the Supplier the attorney of the Applicant with the authority in the name of the Applicant to direct the warehouseman to release any of the Supplier's Goods in the possession or under the control of the warehouseman whether or not the Payment Period has expired and the Supplier shall be at liberty to resell the Goods alter repossession of the same pursuant to this clause - (i) Until the full amount of the price of he Goods is received by the Supplier the Applicant - (I) Shall maintain and keep full and up to date records of the Goods supplied by the Supplier including those Goods on-sold by the Applicant (ll) Hereby irrevocably authorises the Supplier to enter its premises during normal business hours from time to time to inspect the residue of the Goods remaining unsold by the Applicant, the Applicant: records relating to the Goods and also to inspect the accounts including bank accounts Into which the proceeds of sale of that part of the Goods already sold are by this clause required to be deposited pending payment to the Supplier.