11. (1) FROM the time of delivery the Goods shall be at the Buyer's risk who shall be solely responsible for their custody and maintenance but, unless otherwise expressly agreed in writing, the Goods shall remain the Company's property until all payments to be made by the Buyer under the Contract and any other contract between the Company and the Buyer and on any other account whatsoever have been made in full and unconditionally. Whilst the Company's ownership continues the Buyer shall keep the Goods labelled as belonging to the Company and separate and identifiable from all other goods in its possession as bailee for the Company.
(2) The Buyer may only resell the Goods to the Buyer's customers in the ordinary course of the Buyer's business as a fiduciary and trustee for the Company. In the event of any resale by the Buyer of the Goods the Company's beneficial entitlement shall attach to the proceeds of sale or other disposition thereof so that such proceeds or any claim therefore shall be assigned to the Company and until such assignment shall be held on trust in a separate identified account for the Company by the Buyer and such proceeds shall not be mingled with other monies or paid into any overdrawn bank account and shall at all times be identified as the Company's monies.
(3) Without prejudice to the equitable rules as to tracing, in the event of failure to pay the price in accordance with the Contract the Company shall have power to re-sell the Goods, such power being additional to (and not in substitution for) any other power of sale arising by operation of law or implication or otherwise and for such purpose the Company and its servants and agents may forthwith enter upon any premises or land occupied or owned by the Buyer to remove the goods.
(4) Pending payment of the full purchase price of the Goods the Buyer shall at all time keep the Goods comprehensive insured against loss or damage by accident, fire, theft and other risks usually covered by insurance in the type of business carried on by the Buyer in an amount at least equal to the balance of the price for the same from time to time remaining outstanding. The policy shall bear an endorsement recording the Company's interest.
(5) The Company is hereby licensed to enter upon any premises in the ownership possession or control of the Buyer at any time to recover the Goods.
CONDITIONS AND WARRANTIES
12. (1) THE Contract shall not constitute a sale by description or sample.
(2) Any conditions or warranties (whether express or implied by common law or arising from conduct or a previous course of dealing or trade custom or usage or otherwise howsoever) as to the quality of the Goods or their fitness for any particular purpose (even if that purpose is made known expressly or by implication to the Company) or as to the correspondence of the Goods with any description of sample are hereby expressly negatived.
13. (1) IN substitution for all rights which the Buyer would or might have but for these Conditions the Company undertakes that if within six months of delivery of any item of the Goods a serious defect in materials or workmanship appears in it will at its own discretion replace it free of charge at the place of delivery of the original Goods provided that in any case they have been accepted and paid for.
(2) In order to exercise its rights under this Condition the Buyer shall inform the Company within seven days of the date when such defect appeared or ought reasonably to have been discoverable and shall at the Company's request return the defective Goods carriage paid at the Buyer's expense to the Company's Premises.
(3) Nothing herein shall impose any liability upon the Company in respect of any defect in the Goods arising out of the acts, or omissions, of the Buyer, its agents or employees including in particular (but without prejudice to the generality of the foregoing) its failure to comply with any recommendations of the Company as to storage and handling of the Goods.
(4) Where the Goods are delivered by instalment any defect in an instalment shall not be a ground for cancellation of the remainder of the instalments and the Buyer shall be bound to accept delivery thereof.
(5) Nothing herein shall have the effect of excluding or restricting the liability of the Company for death or personal injury resulting from its negligence in so far as the same is prohibited by the United Kingdom statute.
14. THE Company shall not be liable for defects caused by inaccuracies in drawings, or specifications supplied by the Buyer.
15. THE Company shall not be liable for any costs, claims, damages or expenses arising out of any tortious act or omission or any breach of contract or statutory duty calculated by reference to profits, income, production or accruals or loss of such profits, income, production or accruals or by reference to accrual of such costs, claims, damages or expenses on a time basis.
DEFAULT OR INSOLVENCY OF BUYER
16. IF the Buyer shall be in breach of any of its obligations under the Contract or if any distress or execution shall be levied on the Buyer's property or assets or if the Buyer shall make or offer to make any arrangement or composition with his creditors or if any bankruptcy petition be presented against him or (if the Buyer is a company) if any Resolution or Petition to wind up such company shall be passed or presented or if a receiver, administrative receiver or administrator of the whole or any part of such company's undertaking property or assets shall be appointed, the Company in its discretion and without prejudice to any other right or claim may by notice in writing determine wholly or in part any and every contract between the Company and the Buyer or may (without prejudice to the Company's right subsequently to determine the Contract for the same cause should it so decide) by notice in writing suspend delivery or any further deliveries (as the case may be) of Goods until default by the Buyer be remedied.
LIMITATION OF LIABILITY
17. THE aggregate liability of the Company (whether in contract or for negligence or otherwise) to the Buyer for any loss or damage of whatsoever nature and howsoever caused shall be limited to and in no circumstances shall exceed the price of the Goods.
18. NO statement, description information, warranty, or recommendation contained in any catalogue, price list, or advertisement or made verbally by any of the Company's agents or employees shall enlarge, vary or override any of these Conditions.
19. THE Company shall be entitled to delay or cancel delivery or to reduce the amount of Goods delivered if and to the extent that it is prevented from or hindered in or delayed in manufacturing, obtaining or delivering the Goods by normal route or means of delivery through any circumstances beyond its control including (but not limited to) strikes, lock-outs, accidents, war, fire, reduction in or unavailability of power at manufacturing plant, breakdown of plant or machinery or shortage or unavailability of raw materials from normal sources of supply.
20. SAVE as provided in Conditions 16 and 19 hereof contracts may not be cancelled except by agreement in writing of both parties and upon the payment to the Company of an amount which indemnifies the Company against all loss resulting therefrom.
21. THE Company may assign the Contract with the Buyer or sub-contract the whole or any part thereof to any person, firm or company.
22. THE Contract shall in all respects be governed by and construed in accordance with English Law and shall be deemed to have been made in England and the Buyer and the Company agree to submit to the non-exclusive jurisdiction of the English Courts.