TERMS & CONDITIONS

ALDGATE WAREHOUSE (WHOLESALE) LTD

RETENTION OF TITLE CLAUSE

1. In spite of delivery having been made full legal and beneficial ownership in all goods sold to the Buyer shall remain with Aldgate Warehouse (wholesale) Limited (“the seller”) until:

(a) The buyer has made payment in full to the Seller for the goods sold in accordance with the agreed terms of sale;

(b) All other sums due and owing from the Buyer to the Seller on any account whatsoever have been paid in full.

 

2. Risk in respect of all goods sold shall pass to the Buyer on delivery in accordance with the agreed terms of sale notwithstanding that property does not then pass from the Seller

 

3. The Buyer shall at his expense insure and keep insured all goods sold to at least the full sale price thereof against all risks to the reasonable satisfaction of the Seller so long as the goods remain the property of the Seller. The Buyer shall    on request produce to the Seller a copy of the relevant policy or certificate of insurance.

 

4. The price of all goods shall be payable on delivery or on such other date as may be agreed between the Seller and the Buyer notwithstanding that by reason of this clause property has not  then been passed to the Buyer.

 

5. Until ownership of the goods sold has passed to the Buyer the Buyer shall hold all of them on a Fiduciary basis as bailee for the Seller. The Buyer shall ensure that all such goods are at all times clearly identifiable as the goods of the Seller. The Buyer shall not charge,pledge or create any form of security over any of the goods.

 

6. Notwithstanding the previous provisions of this clause the Buyer may offer for sale and sell all goods sold  to him by the Seller in accordance with the terms of this  paragraph. Such sales shall only be made in the ordinary   course of the Buyer’s business and shall be made by the Buyer as principal on his own account (not as agent for the Seller).

 

7. The right to sell the goods sold given by paragraph 6 shall determine forthwith an automatically  upon the happening of any of the following events (“A Determining Event”).
 
(a) The presentation of a winding-up petition or bankruptcy petition in respect of the Buyer; 

(b) The summing of a meeting of creditors of the Buyer to consider a resolution for the winding-up of the Buyer;

(c) The summing of meeting of creditors of the Buyer to consider a proposed company or individual voluntary arrangement in respect of the Buyer;

(d) The presentation of petition for an administration order in respect of the Buyer;

(e) The appointment of a receiver over the whole or substantially the whole of the Buyer’s property and assets;

(f) The Buyer failing to make payment of any sum due to the Seller on any account whatsoever for the period of fourteen days after the same has fallen due;

(g) Any breach by the Buyer of paragrapg 3 or 5 of this clause.

 

8.  Upon the happening of a Determining Event:

(a) All sums outstanding from the Buyer to the Seller on any account whatsoever shall become immediately due and payable notwithstanding any terms of credit previously agreed;

 

(b) The Seller may require the Buyer by notice in writing to deliver up all goods sold to the Buyer that at the date of such notice remain in existence and have not been resold by the Buyer. The Buyer shall comply with such notice forthwith;

 

(c) If the Seller shall not comply with any such notice the Seller may enter on any premises where any such goods are or where the Seller reasonably believes that any such goods may be and may repossess the same.