6.1 Risk of damage to or loss of the Goods will pass to you on Delivery.
6.2 Subject to Conditions 6.3 and 6.4, legal and beneficial ownership of the Goods will not pass to you until we have received in full in cleared funds:
6.2.1 all sums due to us in respect of the Goods; and
6.2.2 all other sums which are or which become due to us from you on any account whatsoever.
6.3 You may resell the Goods in the ordinary course of your business and, if you do so, legal and beneficial ownership of Goods will pass to you immediately prior to you entering into a binding contract for the sale of those Goods.
6.4 We may, by giving written notice to you, pass legal and beneficial ownership of the Goods (or any of them) to you at any time before such ownership would otherwise have passed to you.
6.5 Until ownership of the Goods has passed to you, you will:
6.5.1 hold the Goods on a fiduciary basis as our bailee;
6.5.2 store the Goods (at no cost to us) separately from all other goods in such a way that they remain readily identifiable as our property;
6.5.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
6.5.4 maintain the Goods in satisfactory condition; and
6.5.5 keep the Goods insured for their full price against damage or loss on an “all risks” basis with insurers approved by us, (acting reasonably), ensure that our interest in them is noted on the relevant insurance policy and that we are named as loss payee in respect of the Goods, whenever requested by us produce a copy of the policy of insurance in respect of the Goods to us, do nothing and not omit to do anything which in consequence permits any insurer to refuse to indemnify you in full in accordance with the terms of any insurance policy maintained in respect of the Goods in respect of any claim made under any such insurance policy and procure that any insurance proceeds received in respect of lost or damaged Goods are paid to us, to the extent required to satisfy your indebtedness to us.
6.6 You may use the Goods in the ordinary course of your business before ownership has passed to you.
6.7 If you resell any Goods, you will hold such part of the proceeds of sale as represents the amount owed by you to us in trust for us and will account to us accordingly.
6.8 Your right to possession, use and resale of the Goods will terminate immediately if, before ownership of the Goods passes to you in accordance with Conditions 6.2, 6.3 or 6.4,:
6.8.1 you have a receiver, administrator or provisional liquidator appointed; you are subject to a notice of intention to appoint an administrator; any person takes any step or action to appoint an administrator in respect of you; you pass a resolution to appoint an administrator in respect of yourself or for your winding-up (save, in the case of a resolution for winding up, for the purpose of a solvent restructuring previously approved in writing by us); have a winding up order made by a court in respect of you; you or any other person proposes or you enter into any composition or arrangement with creditors (other than relating to a solvent restructuring previously approved in writing by us); or cease to carry on business; or have any steps or actions taken in connection with any of these procedures; or are the subject of anything analogous to the foregoing under the laws of any applicable jurisdiction or are the subject of any proceeding in any Member State of the European Union which is capable of recognition under the EC Regulation on Insolvency Proceedings (EC 1346/2000) or the EU Regulation on Insolvency Proceedings (Recast) (EU 2015/848) or are the subject of an application for the recognition of a foreign insolvency proceeding under the Cross-Border Insolvency Regulations 2006 (SI 2006/1030);
6.8.2 we give you written notice that we have any concerns regarding your financial standing;
6.8.3 you fail to pay any sum due to us under the Contract on or before the due date/are in breach of any of your obligations under the Contract or any other contract between us and you;
6.8.4 you encumber or in any way charge any of the Goods; or
6.8.5 the Contract expires or terminates for any reason.
6.9 Once we have delivered the Goods to you, we will be entitled to recover payment for the Goods (including by way of an action for the price) notwithstanding that ownership of any of the Goods has not passed from us.
6.10 You grant, and will procure that the owner of any relevant third party premises grants, us, our agents, employees and sub-contractors an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where your right to possession, use and resale has terminated, to recover them.
6.11 Where we are unable to determine whether any goods are the Goods in respect of which your right to possession, use and resale has terminated, we will be deemed to have sold all goods of the kind sold by us to you in the order in which they were invoiced to you.
6.12 If your right to possession, use and resale of the Goods terminates in accordance with Condition 6.8, we will be entitled to issue you with a credit note for all or any part of the price of the Goods together with value added tax thereon.
6.13 Our rights contained in this Condition 6 will survive expiry or termination of the Contract however arising.