10. RETENTION OF TITLE
(1) Until the Company has received payment In full of all sums owed to it on any account by the Buyer, whether arising out of this or any other contract, legal and beneficial title to the goods shall remain in the Company: such goods are referred to in this condition as “retained goods”.
(1) Retained Goods :-
(a) Shall be at the Buyer’s risk, insured by the Buyer from the date of delivery at its own expense for their full replacement value against all usual risks, and kept safe in good condition and stored separately and clearly identifiable as the Company’s property and with all identifying marks intact and legible: and
(b) may, subject to (2) below be used or sold by the Buyer in the ordinary course of its business on the basis that the proceeds of sale shall be held in trust by the Buyer for the Company absolutely.
(2) The Buyer’s powers of use and sale of retained goods shall terminate:-
(a) forthwith on notice from the Company if the Buyer is in default of any of its obligations under this or any other contract with the Company or if the Company has reasonable doubts as to the ability or willingness of the Buyer to pay any sum to it on the due date.
(b) automatically upon the occurrence of any of the following :-
(i) if the Buyer causes a meeting of or makes any arrangement or composition with its creditors
(ii) If the Buyer becomes insolvent or appears to be unable to pay a debt or to have no reasonable prospect of paying a debit (within the meaning of Section 268 of the Insolvency Act 1986), or being a company, appears unable to pay its debts (within the meaning of Section 123 of that Act):
(iii) if there is presented a petition for the winding up of the Buyer or for the appointment of an Administrator of its undertaking or
(iv) if the Buyer has an Administrator or Administrative Receiver appointed over any of its assets or undertaking or a winding up order made against it or it goes into voluntary liquidation (otherwise than for the purposes of bona fide reconstruction or amalgamation of a solvent company)
(3) The Company may, at any time on giving prior notice; enter the Buyer’s premises for the purpose of inspecting retained goods and identifying them as the Company’s property and the Buyer irrevocably authorises the Company to enter upon its premises for that purpose, and
(4) Upon suspension and revocation or determination of the Buyer’s power of sale and use under this Condition the Buyer shall place all the retained goods in its possession or under its control at the Company’s disposal and shall be deemed irrevocably to authorise the Company to enter upon any of the Buyer’s Premises, with or without vehicles, for the purpose of removing such goods.
(5) The repossession of retained goods by the Company in accordance with this Condition shall be without prejudice to all or any of the Company’s other rights against the Buyer under the contract