TERMS FOR THE SALE OF VEHICLES, EQUIPMENT AND FOR THE SUPPLY OF SERVICES - cont:-

6. Retention of title

6.1 Any Vehicle or Parts supplied by the Seller to the Buyer shall remain the sole and absolute property of the Seller until the Buyer has paid to the Seller in cash or cleared funds or via Confirmed Irrevocable Letter of Credit Drawn against a Major European Bank the price in full together with the full price of any other vehicle, part(s) or services agreed to be sold by the Seller to the Buyer for which payment is then due. The Buyer acknowledges that it is in possession of the Vehicle or Parts solely as a fiduciary agent and bailee of the Seller until payment.
6.2 The Buyer will store protect and maintain records of the Vehicle or Parts on its own premises in a manner which makes them readily identifiable as the property of the Seller and shall keep them insured in their full replacement value.
6.3 Until the Buyer becomes the owner of the Vehicle or Parts, the Seller shall be entitled at any time to require the Buyer to deliver up the Vehicle or Parts to the Seller and if the Buyer fails to do so forthwith the Seller shall have the right to enter upon the premises of the Buyer or any third party where such Vehicle or Parts are stored and repossess them. The Buyer shall indemnify the Seller against any liability which the Seller may incur in connection with the taking or attempting to take possession of them.
6.4 Whilst the Seller retains title to the Vehicle or Parts, the Buyer may by agreement with the Seller, sell the Vehicle or Parts as the Seller's undisclosed agent.
6.5 The Buyer may not pledge or in any way charge as security for any indebtedness any Vehicle or Parts which remain the property of the Seller.

7. Seller's warranties and liabilities

7.1 The Seller shall in no circumstances whatsoever be liable for any loss of profit, business or production or any similar loss or damage, where direct or indirect, or consequential or however caused.
7.2 If the Seller is held liable under any circumstances then the Seller's liability shall be limited to the price of the Vehicle, Parts or Services under this Contract; and no claims arising out of this Contract may be brought more than one year after the Buyer becomes aware of the claim.
7.3 Force Majeure, The Seller shall not be held liable for damages nor shall the Buyer have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond the Seller's control including, but not limited to Acts of God, Government restrictions (including the delay, denial or cancellation of any export or other necessary license), wars, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected.
7.4 The Buyer shall indemnify the Seller in respect of any costs, claims, loss or liability made or incurred by any person in connection with the Vehicle, Parts or Services.

8. Manufacturer's warranty

8.1 Where applicable or provided, each new Vehicle and any new Parts supplied by the Seller under this Contract have the benefit of a manufacturer's warranty.

9. Termination following Buyer's default

9.1 If any of the following events occur, the Seller may cancel this Contract; or suspend any further supply of any Vehicle or Parts; or discontinue the performance of any Services; or cancel any credit arrangements. The price for each Vehicle or all Parts ordered (whether or not delivered) and for all Services that have been performed shall become immediately due and payable.
9.1.1 if the Buyer fails to pay any sum due on the due date under this or any other contract made with the Seller:
9.1.2 if the Buyer breaks any other term of this Contract (other than in clause 8.1.1. above) and (if capable of remedy) fails to remedy the breach within 7 days of receipt of a notice from the Seller requiring the Buyer to do so:
9.1.3 if the Buyer dies; ceases to carry on business; or is unable to pay its debts within the meaning of the Insolvency Act 1986; or a petition is presented for bankruptcy or an interim order; or the Buyer makes any arrangement with creditor:
9.1.4 if the Buyer convenes a meeting of its creditors; or if a proposal is made for a voluntary arrangement or any scheme or arrangement for the benefit of creditors; or an administrator, receiver, or administrative receiver is appointed over any of its assets; or a petition is presented for an administration or winding up order:

10. General
10.1 Any notice shall be in writing addressed to the addressee at its registered office or principal place of business.
10.2 The Seller contracts as principal and not as agent. The Seller may appoint an independent contractor to perform all or any part of this Contract for the Seller. The Buyer shall not assign this Contract.
10.3 Any failure by the Seller to exercise any of its rights shall not be a waiver of the Seller's rights. If any of the provisions in this Contract are found to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions shall not be affected.
10.4 This Contract shall be governed in accordance with English Law and all disputes relating to it shall be decided by the English Courts.

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