1.Terms
 

(1) The Seller warrants that it has good title to the Goods;
 

(2) The risk in the Goods shall pass from the Seller to the Buyer upon delivery of the Goods to the Buyer. However, title of the Goods shall not pass to the Buyer until the Seller has received cash or cleared funds in full for all Goods delivered to the Buyer under this and all other contracts between the Seller and the Buyer for which payment of the Goods has not been paid;
 

(3) Until ownership of the Goods has passed to the Buyer, the Buyer shall:

(a) hold the Goods on a fiduciary basis as the Seller’s bailee;

(b) store the Goods (at no cost to the Seller) separately from all the other goods of any third party in such a way as they remain identifiable as the Seller’s property;

(c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;

(d) maintain the Goods in satisfactory condition and keep them insured on the Seller’s behalf for their full price against all risks to the reasonable satisfaction and, on request from the Seller, produce the policy of insurance to the Seller;
 

(4) The Buyer’s right to possession of the Goods shall terminate automatically and immediately if the Buyer ceases to trade, becomes insolvent or unable to pay its debts within the meaning of the insolvency legislation applicable to that party, or shall enter into liquidation, whether voluntarily or compulsorily (other than for the purposes of a reconstruction or amalgamation), or shall make any arrangement or composition with its creditors, or shall suffer the making of an administration order in respect of all or part of its assets, or suffers any similar action in consequence of a debt. In the case of any such event, the Buyer acknowledges that the Seller shall have the right to recover the Goods or any proceeds from the sale of the Goods forthwith and pending such recovery, but notwithstanding that the terms of clause 7.2 shall continue to apply, any proceeds from the sale of the Goods (whether received before or after the relevant event) shall be placed in a separate account which is identified as for the exclusive benefit of the Seller
 

2. Conditions
 

(1) These Terms and Conditions shall apply to all Contracts for the sale of Goods by the Seller to the Buyer in any jurisdiction to the exclusion of all other terms and conditions, including any terms and conditions that the Buyer may purport to apply under the Buyer’s Purchase Order or any other purchase order, confirmation of order or similar document;
 

(2) Each Buyer’s Purchase Order shall be deemed to be an offer to buy the Goods according to the Seller’s current List Price and order form pursuant to these Terms and Conditions;
 

(3) The Buyer’s Purchase Order shall only be deemed to be accepted on the date when the Seller either issues a written acceptance of the Order, or the Seller advises the Buyer of the date of delivery, whichever is earlier, at which point the Contract shall come into existence;
 

(4) Any variations to these Terms and Conditions (including any special terms and Conditions agreed between the parties) shall be ineffective unless agreed in advance and in writing by the Seller.