DELIVERY OF GOODS AND RETENTION OF TITLE
(a) Goods are delivered to you and at your risk at the earliest of when we physically deliver them to you or make them available to you for collection at a location agreed by us.
(b) Time of delivery will not be of the essence and any delivery date is an estimate only. You will have the right to cancel any order without liability to us if delivery has not taken place more than 30 days late after the time specified by us.
(c) Any claim that any goods have been delivered damaged or do not materially comply with their description will be notified by you to us and (where appropriate, to the carrier) within 7 days of their delivery. Provided that you return such goods to us within a further 14 days after notification, we will at our sole discretion replace such goods, issue you with a credit note for the price of such goods or refund the price paid for such goods. The provisions of this clause 8(d) set out your sole remedy in such circumstances.
(d) Any claim that goods have not been delivered to you by us must be notified by you to us within 7 days of their expected delivery.
(e) If you fail to take delivery of any goods at the time agreed for delivery then we will be entitled to cancel or suspend such delivery and all other outstanding deliveries and to charge you for the loss suffered. It is your responsibility to provide the means for unloading goods from our vehicles on delivery.
(f) Notwithstanding delivery, title in the goods shall remain ours until we have received payment of the full price of (a) all goods the subject of this contract and (b) all goods supplied by us to you under any other contract whatsoever.
(g) You shall nevertheless be entitled to deal with goods in which we retain title in the ordinary course of business provided that:
(i) any such sale will be a sale of our property on your behalf;
(ii) you shall first dispose of the goods that you have paid for and any payments received by us from you shall first be appropriated to goods disposed of by you;
(h) Until property in the goods passes to you, you shall hold the goods as bailee for us and shall store the goods in such a way that they are readily identifiable as our property. You shall also maintain the goods in satisfactory condition and keep them insured on our behalf.
(i) In the event of an Insolvency Event (as defined herein):
(i) all sums payable by you to us under this or any other contract shall become immediately due and payable;
you shall cease to be entitled to sell, use in manufacture or otherwise deal with any goods
(i) we shall be entitled to recover and resell any goods that we retain title in (without prejudice to our right to damages) and for that purpose you hereby irrevocably grant us our servants or agents the right to enter your premises for the purpose of removing the goods;
(ii) we shall be entitled to stop all further deliveries of goods to you under this or any other contract;
(b) For the purposes of this clause 8, an Insolvency Event occurs if:
(i) you (being an individual) have a bankruptcy order made against you or make an arrangement or composition with your creditors, or otherwise take the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convene a meeting of creditors (whether formal or informal), or enter into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or have a receiver and/or manager, administrator or administrative receiver appointed of your undertaking or any part thereof, or a resolution is passed or a petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency in any jurisdiction; or
(ii) you suffer or allow any execution, whether legal or equitable, to be levied on your property or obtained against you, or fail to observe/perform any of your obligations under this contract or any other contract between us and you, or are unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 or you cease to trade; or
(iii) you encumber or in any way charge any goods to which we retain title; or
(iv) anything analogous to the foregoing occurs in any jurisdiction.