4.1 The Goods shall be at the risk of the Customer from the time of delivery. However, the Goods shall remain the sole and absolute property of the Company until the Customer has paid (i) the Company for the Goods 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 Goods notwithstanding that the ownership of the Goods has not 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 Goods has passed to the Customer, if the Goods have been delivered to the Customer hereunder, the Customer shall be in possession and control of the Goods as bailee for the Company at law and in equity and shall maintain the Goods in satisfactory condition and keep them insured on the Company’s behalf for their full price against all reasonable risks and (i) if the Customer sells and/or delivers the Goods or any part thereof to any third party (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 Goods (or any part thereof) shall be damaged, lost or destroyed then, in either case and in a strict fiduciary capacity, the Customer shall 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 Goods.
4.3 The Company hereby reserves the right to immediately re-possess any Goods to which it has retained title as aforesaid and, in connection therewith, 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 Goods are or may be stored) at any time during normal business hours, and without further notice, in order to inspect and/or (where applicable) recover any such Goods. The Company’s rights under this clause 4 shall survive any termination of its Contract with the Customer for whatever reason.
4.4 The Customer’s right to possession of the Goods, prior to payment being made to the Company in full, shall terminate immediately and the Company shall be entitled to terminate the Contract, immediately by notice in writing to the Customer, and to stop any Goods in transit and/or suspend further deliveries of Goods to the Customer, in the event that (i) the Customer shall have committed or permitted any material breach of its obligations hereunder (ii) the Customer 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 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 the Goods 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 Goods.
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