4. Risk and Retention

4.1 The Products shall be at the risk of the Customer on, and from the time of, delivery. However, the Products shall remain the sole and absolute property of the Company until the Customer has paid (i) the Company for the relevant Products in full and in cleared funds and (ii) any other debts or moneys (or the balances thereof) owed to the Company by the Customer in full and in cleared funds. The Company may recover payment for the relevant Products notwithstanding that the ownership of those Products has not yet passed to the Customer.

4.2 Until payment has been made to the Company in accordance with these Terms and Conditions and title in the Products has passed to the Customer, if the Products have been delivered to the Customer hereunder, the Customer shall be in possession and control of the Products on a fiduciary basis as bailee for the Company at law and in equity and shall maintain the Products in satisfactory condition (and stored separately from all other products held by the Customer such that the Products readily identifiable as the Company’s property) and keep them insured on the Company’s behalf (with a reputable insurer) for their full price against all reasonable risks/losses from the date of delivery and refrain from removing, defacing or obscuring any identifying mark or packaging on or relating to the Products and otherwise give the Company any and all such information relating to the Products as the Company may reasonably require from time to time and (i) if the Customer sells and/or delivers the relevant Products or any part thereof to any third party in the ordinary course of its business (in which case such sale shall be a sale of the Company’s property on the Customer’s behalf and the Customer shall deal as principal in relation to such sale) or (ii) if the relevant Products (or any part thereof) are damaged, lost or destroyed then, in either case and in a strict fiduciary capacity, the Customer shall (in each and any such case) hold on trust for the Company, and not mix with any other monies (whether in a bank account or otherwise), that proportion of, as the case may be, the proceeds of sale or the proceeds of insurance against damage, loss or destruction (and any interest thereon) as is referable to the outstanding payment due from the Customer to the Company in respect of the relevant Products.

4.3 The Company hereby reserves the right, at any time and from time to time, to immediately re-possess any Products to which it has retained title under this clause 4 and which have not been sold by the Customer and, in connection therewith but without limiting any other right or remedy the Company may have, the Company may (at any time) require the Customer to deliver up the relevant Products and, if the Customer fails to do so promptly, the Customer hereby irrevocably authorises the Company, its employees and/or any of its agents to enter the Customer’s premises (or any other premises where the Products are or may be stored from time to time) at any time during normal business hours, and without further notice, in order to inspect and/or (where applicable) recover any such Products. The Company’s rights under this clause 4 shall survive any termination of the relevant Contract with the Customer for whatever reason.

4.4 The Customer’s right to possession of the Products, prior to payment being made to the Company in full, shall terminate immediately and the Company shall be entitled to terminate the relevant Contract, immediately by notice in writing to the Customer, and to stop any Products in transit and/or suspend any further deliveries of Products and/or Services to the Customer, in the event that (i) the Customer has committed or permitted any material breach of its obligations hereunder (ii) the Customer (being an individual) 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 any meeting of its creditors or enters into voluntary or compulsory liquidation or has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertaking or any part thereof or any documents are filed with the court for the appointment of an administrator in respect of the Customer or notice of intention to appoint and administrator is given by the Customer or any of its directors or by a qualifying floating charge-holder (as defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986) or a resolution is passed, or 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 otherwise commenced relating to the insolvency or possible insolvency of the Customer (iii) the Customer suffers or allows any legal or equitable distress or execution to be levied on or against any of the Products and/or his/its property or to be obtained against him/it, or he/it fails to observe or perform any of his/its obligations under the Contract or any other contract between the Company and the Customer or is unable to pay his/its debts as they fall due (within the meaning of section 123 of the Insolvency Act 1986) or the Customer ceases to trade or threatens to do so or (iv) the Customer encumbers, or in any way charges, any or all of the Products. The Customer shall notify the Company in writing immediately that he or it is subject to any of the events described in this clause 4.4.

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