9.1 These Conditions shall remain in effect until otherwise notified by the Company to the Customer.
9.2 Either party may (without limiting any other remedy) at any time terminate a Contract by giving written notice to the other party if the other commits any breach of these Conditions and (if capable of remedy) fails to remedy the breach within 30 days after being required by written notice to do so, or if the other ceases to do business, goes into liquidation, becomes bankrupt, has a receiver appointed, makes a composition or voluntary arrangement with its creditors or enters into examination, administration, or suffers any other similar event under the laws of any jurisdiction.
9.3 In the event of any termination of a Contract, all amounts payable by the Customer hereunder shall become due and payable.
10.1 Until such time as title in the Goods passes to the Customer under clause 10.2, the legal and beneficial title in the Goods vests in the Company and the Customer shall: (a) hold the Goods on a fiduciary basis as the Company’s bailee; (b) keep the Goods separate from those of the Customer and of any third parties in such a way that they remain readily identifiable as the Company’s property and the Customer grants a right of entry to the Customer’s premises to verify that the Customer has discharged this obligation, (c) maintain the Goods in a satisfactory condition properly stored and protected and keep them insured on the Company’s behalf with a reputable insurance company for their full price against “all risks” to the reasonable satisfaction of the Company (and on request the Customer shall produce the policy of insurance to the Company), and (d) to the fullest extent permitted by law, hold all proceeds of any claim made upon an insurance policy as referred to in point (c) above on trust for the Company. Notwithstanding the foregoing, the Customer shall be entitled to resell or use the Goods in the ordinary course of its business provided the proceeds of any such sale shall be held by the Customer for the account of the Company, to be applied first in payment of all sums due from the Customer to the Company.
10.2 Title to the Goods shall not pass to the Customer until the Company has received payment in full in cash or cleared funds.
10.3 The Customer’s right to possession of the Goods, (and any right it has to sell or use the Goods) shall terminate immediately where the Customer is:
in default of the terms of payment for the Goods;
fails to observe or perform any of its obligations under these Conditions; or
if the Customer ceases to do business, goes into liquidation, commits an act of or files for bankruptcy, has a receiver appointed, makes a composition or voluntary arrangement with its creditors or enters into examination, administration, or suffers any other similar event (or the Company reasonably believes that any such event is about to occur).
10.4 In the event that the Customer’s right of possession ceases in accordance with clause 10.3, the Company shall be entitled to require the Customer to deliver up the Goods to the Company immediately and, if the Customer fails to do so, the Customer hereby grants to the Company (and its agents and employees) an irrevocable licence at any time to enter the place of storage of the Goods with such transport as may be necessary for the purpose of repossessing the Goods, and to repossess the Goods.
10.5 The Customer shall not encumber, pledge or charge by way of security any Goods where legal title remains vested in the Company, but if the Customer does so all monies owing by the Customer to the Company shall (without prejudice to any other remedy of the Company) immediately become due and payable.
If the Customer shall sell or use, or otherwise dispose of the Goods or make any insurance claim in respect of the Goods prior to acquiring Title to the Goods, the Customer shall do so as principal and not as agent of the Company and the Company shall not incur any liability arising out of or in connection with any such sale, use, disposal or insurance claim by the Customer.
Any Goods repossessed by the Company under the Contract may be resold by the Company at its sole discretion and the Customer shall remain liable to the Company for: (a) the difference (if any) between the net proceeds of such resale and all outstanding sums due from the Customer to the Company and (b) all costs and expenses incurred by the Company in repossessing, storing, reselling or otherwise dealing with the Goods.
10.6 On termination of a Contract, the Company’s rights contained in this clause 8 shall remain in full force and effect.
11. CONSUMER PROTECTION
11.1 Where the Customer deals as a consumer within the meaning of section 3 of the Sale of Goods and Supply of Services Act, 1980, the following clauses of these Conditions shall not apply to the extent that they are inconsistent with those provisions of consumer law which cannot be excluded or restricted by the laws of Ireland/Northern Ireland: clauses 6.1, 6.2, 6.4, 6.5, 6.6, 6.8, 6.9, 6.10, 7 and 8 .
12.1 Each of the Company’s rights is without prejudice to any other right that the Company may have. No delay or omission by any party to a Contract in exercising any right, power or remedy provided by law or under these Conditions shall:
affect that right, power or remedy; or
operate as a waiver of it or the exercise of any other right, power or remedy
12.2 These Conditions, a Specification or an Order shall not be amended, modified, varied or supplemented except in writing signed by duly authorised representatives of the Parties.
12.3 Nothing in these Conditions and no action taken by the Parties under these Conditions shall constitute a partnership, association, joint venture or other co-operative entity between the Parties.
12.4 The Company may assign, transfer, sub-contract or otherwise deal with its rights and obligations in whole or in part under these Conditions without consent. [The Customer may not assign, transfer, sub-contract or otherwise deal with its rights and obligations in whole or in part under these Conditions without the prior written consent of the Company].
12.5 These Conditions embody and set forth the entire agreement and understanding of the Parties and supersede, replace and extinguish all prior oral or written agreements understandings or arrangements relating to the subject matter of a Contract. The Parties each acknowledge that they have not relied on any agreement, understanding or arrangement which is not expressly set forth in these Conditions. All other terms, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
12.6 If any invalid, unenforceable or illegal provision of these Conditions would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable and the remaining provisions of such provision and these Conditions shall continue in full force and effect.
12.7 These Conditions shall be governed by, construed, interpreted and enforced in accordance with the laws of the Republic of Ireland
12.8 Clauses which expressly or by implication survive termination of a Contract, or delivery of the Goods, shall continue in full force and effect.