Retention of Title
Possession of the goods shall pass to the Customer at the time of delivery. Not with standing the above, title and ownership of the goods shall only pass to the Customer when the Customer has paid the Company all that is owing to the Company in respect of the goods. Until such payment is made, the Customer holds the goods as bailee for and on behalf of the Company.
If the Customer fails to pay for the goods on time, such event shall entitle the Company, its servants or agents to retake possession of the goods and for that purpose the Company shall be entitled to enter upon the Customer’s premises without being liable for trespass. The Customer shall nevertheless be liable for any and all amounts still due to the Company by the Customer less the value of the goods that the Company attributes to the goods at the time of such repossession. The Company’s determination of the value of the goods at that time shall be prima facie evidence of the fair market value of the goods at that time.
- Until the goods are paid for in full, the Customer shall;
- keep the goods on behalf of the Company fully insured against loss; damage and destruction;
- keep the goods clearly identifiable; and
- not grant any charge or mortgage over the goods or otherwise encumber the goods.
If the Customer sells the goods for which it has not made payment, it does so as the Company’s agent and the proceeds of sale are held by the Customer on trust for the Company and the Customer will hold them in a separate account pending its accounting to the Company.
The Customer must notify any financier or third party in favour of whom it grants a charge over the assets of its business that all of the Company’s goods which have not been paid for by it do not constitute the Customer’s property. Such financier or third party will be deemed to be subject to the Company’s retention of title until the Company’s goods are paid for in full.