Rayware Ltd - Terms and Conditions

12.5.3

loss of sales or business;

12.5.4

loss of agreements or contracts;

12.5.5

loss of anticipated savings;

12.5.6

loss of use or corruption of software, data or information;

12.5.7

loss of or damage to goodwill; and

12.5.8

indirect or consequential losses.

12.6 The Customer will indemnify and keep indemnified the Company against all claims, proceedings, losses, liabilities, damages, costs (including but not limited to legal fees) and expenses in connection with any third party claim based upon any allegation of a defect (including in relation to its safety or condition) in relation to the Goods (or materials or components comprised within the Goods or any goods in which the Goods are incorporated), save where such defect is covered by the Company’s warranty under Clause Error! Reference source not found. .

12.7 The Customer shall indemnify and keep indemnified the Company against any claims, proceedings, losses, liabilities, damages, costs (including but not limited to legal fees) and expenses incurred by, or awarded against, the Company as a result of any breach of the Contract.

12.8

This Clause 12 shall survive termination of the Contract.

13

Retention of Title

13.1 In respect of Goods which are the subject of the Contract, legal and beneficial title therein shall be retained by the Company until the earlier of: -

13.1.1 the resale of such Goods by the Customer in the ordinary course of its business, in which case title to the Goods shall pass to the Customer at the time specified in Clause 13.4; and

13.1.2 the payment in full for such Goods (in cleared funds) and all other monies owing by the Customer to the Company on any account whatsoever by the Company. Notwithstanding any purported appropriation by the Customer, the Company shall be entitled at its sole discretion to appropriate any payment made by the Customer to any account, and to any goods, of its choice.

13.2 The Customer and the Company hereby agree that the Goods shall (notwithstanding and without prejudice to the retention of title therein) be at the Customer's risk from the time the Goods are despatched to the Customer or its agents by the Company or its agents or at the time the Goods are made available to the Customer for collection.

13.3 The Customer, as the Company's gratuitous bailee, shall ensure that until title to the Goods has passed to the Customer, the Customer shall:

13.3.1 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Company's property;

13.3.2

not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

13.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

13.3.4 notify the Company immediately if it becomes subject to any of the events listed in Clauses 10.1.3 to 10.1.6 (inclusive); and

13.3.5 give the Company such information as the Company may reasonably require from time to time relating to the Goods; and the ongoing financial position of the Customer.

13.4 Subject to Clause 13.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Company receives payment for the Goods. However, if the Customer resells the Goods before that time:

13.4.1

it does so as principal and not as the Company ’s agent; and

13.4.2 title to the Goods shall pass from the Company to the Customer immediately before the time at which resale by the Customer occurs.

13.5

At any time before title to the Goods passes to the Customer, the Company may:

13.5.1 by notice in writing, terminate the Customer's right under Clause 13.4 to resell the Goods or use them in the ordinary course of its business; and

13.5.2 require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party (and the Customer will grant or procure the right for the Company to enter such premises) where the Goods are stored in order to recover them.

13.6 In addition to the provisions of clause 13.5, the Company reserves the right to suspend the Customer from reselling any Goods in the Customer’s possession that have not been resold in the event that the Company becomes aware of any potential claim against the Customer, or brings any claim against the

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