51 www.dlsmedical.co.uk Terms & Conditions the Seller in respect thereof but no responsibility will be accepted for imperfect work or damage to those Goods caused by any reason whatsoever. 12. PASSING OF PROPERTY 12.1. The ownership and property in and Goods delivered by the Seller to the Buyer shall remain in the Seller until the Seller has received cleared funds from the Buyer payment in full of all sums due and interest thereon on any account. 12.2. Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, but shall be entitled to resell or use the Goods in the ordinary course of its business. The Buyer shall account to the Seller for the proceeds of the sale of the Goods. 12.3. If the Buyer; 12.3.1. Has any distress or execution levied against the Goods or any of the Buyer’s assets; or 12.3.2. Has a bankruptcy order made against the Buyer; or 12.3.3. Goes into liquidation whether voluntary or compulsory; or 12.3.4. Makes an arrangement with the Buyer’s creditors; or 12.3.5. Has an administrator, administrative receiver or any other receiver or manager appointed over any of the Buyer’s assets; or 12.3.6. Pledges or in any way charges by way of security for any indebtedness any of the Goods which remain the property of the Seller; or 12.3.7. Receives a written demand from the Seller to pay overdue sums owed to the Seller; or 12.3.8. Has, whether intentionally or otherwise, any bill of exchange, cheque or other negotiable instrument drawn or accepted by the Buyer in favour of the Seller dishonoured on presentation for payment; Then the Buyer’s consent from the Seller to do the acts referred to in sub-paragraph 12.2 shall determine and be deemed to have determined forthwith and the Buyer shall not thereafter sell or use Goods belonging to the Seller, save with the consent in writing of the Seller, until the Seller has been paid in full in accordance with sub-paragraph 12.1 12.4. The Buyer shall ensure that, in the event of any resale of the Goods in accordance with sub-paragraph 12.2, the contract of sale between the Buyer and his purchaser shall contain retention of ownership clause, which will have the same effect for the Buyer as paragraph 12 of these conditions has for the Seller. 12.5. The Seller may at any time recover and dispose of any Goods in which the Seller has retained the property under sub-paragraph 12.1 and for this purpose has the Buyer’s consent to enter any premises in which the Goods may be lying. 12.6. The Buyer agrees to store or move all Goods that are the property of the Seller in such a way that they are readily identifiable as such, to insure the same for their full value and to make a note in its accounting records that the Goods are the property of the Seller. 12.7. Notwithstanding the provisions in sub-paragraph 12.1, the Goods shall be at the risk of the Buyer from the time when they are delivered in accordance with paragraphs 5.1- 5.6. 12.8. Where the property in the Goods has not passed, the Seller may nevertheless maintain an action against the Buyer for the Purchase price and all other monies owing to the Seller in relation to the Goods notwithstanding Section 49 of the Sale of Goods Act 1979. 12.9. Where at any time prior to the property in the Goods passing to the Buyer, the Seller exercises or attempts to exercise its rights to recover and dispose of the Goods, the Buyer shall be liable to reimburse the Seller for all costs associated with and ancillary to any such recovery and repossession including without limitation the legal and other cost of collection, the cost of re-examining the Goods to determine their suitability for onward sale to a third party, the cost of storage of those Goods pending onward sale and any reduction in the value of the Goods. 12.10. No warranty or representation is given by the Seller that the Goods do not infringe any patents, trade marks, registered designs, design rights or other industrial or intellectual property rights. 13. TOOLS 13.1. Where the agreement includes the design, manufacture and development of custom tooling together with any concomitant consultation by the Company, all aspects of this process are deemed to be part of The Product and subject to the Terms and Conditions of Sale including the passing of the Property clause above. Where the Purchaser has not been debited with and has not paid the full cost of the Tool, then the Tool remains the property of the Company. The Purchaser shall be liable for routine maintenance and repair costs of Custom Tooling. Any tool not used for a period of time of more than one year may have storage costs charged at the then current annual rate. The Company also reserves the right to destroy tooling held for a period of over three years without use, on giving three months notice by recorded delivery to the address of the Purchaser as given in the Agreement. 14. GENERAL 14.1. Any notice to be given under these conditions shall be in writing. 14.2. No failure or delay by the Seller in exercising any of its rights under the contract shall operate as a waiver of that or any other right under the contract. 14.3. The Buyer may not assign any of its rights or obligations under the contract. 14.4. The parties to the contract do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of third Parties) Act 1999 by any person not a party to it. 14.5. If any of these conditions shall become or shall be declared by any court of competent jurisdiction to be illegal, invalid or unenforceable in any way, such provision shall be ineffective without, as far as possible, modifying any other clause or part of this Agreement and shall not affect any other provisions of this Agreement which shall remain in full force and effect. 14.6. The paragraph headings are for convenience only and shall not affect the interpretation or construction of the contract. 15. LAW 15.1. These conditions and all other expressed terms of the contract between the Seller and the Buyer shall be governed and construed in accordance with the laws of England and the Buyer and the Seller will submit to the jurisdiction of the High Court of Justice in England.
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