RISK; TITLE; DEFAULT; SECURITY Sample Clauses
RISK; TITLE; DEFAULT; SECURITY. Vendor may insure the Goods for its own and Customer’s interest at Customer’s cost. The title to Goods, free and clear of all liens, hypothecs, claims and encumbrances of any kind (“Liens”), vests in Customer upon full payment of the Purchase Price thereof and all other amounts due under the Agreement. Until receipt of full payment or upon the occurrence of an Event of Default, Vendor may, in its sole discretion, at any time:
(a) require payment in advance;
(b) withhold Goods, completed Services or scheduled Services or terminate Services (without being liable to Customer for any losses so caused); and/or
(c) inspect the Goods and, if in its opinion (either before or after repossession) the Goods are not in good order and repair, Vendor may have the Goods repaired and the cost thereof will be an Additional Charge. Customer is entitled to possession of the Goods until: (i) its default in making any payment due under the Sales Agreements, (ii) its breach of the Sales Agreements, (iii) a proceeding in bankruptcy, receivership, winding-up or insolvency is instituted or threatened by or against Customer or its property, (iv) any execution, attachment or other writ is levied on any of Customer’s property, (v) any Good is or is in danger of being confiscated, misused or insecure, (each an “Event of Default”). Upon an Event of Default all amounts due and remaining unpaid under the Sales Agreements and all other agreements between Vendor and Customer, at the election of Vendor (notice of election is waived by Customer), will be immediately due and payable, subject to unearned interest rebate. In addition, Vendor has the right without waiver of its other rights and remedies and without judicial process or any notice to Customer to enter upon Customer’s premises, repossess the Goods or any part thereof wherever found, sell the same either by private sale or public auction, (without notice or advertisement to any person, firm or corporation), without becoming liable to Customer for any damages whatsoever by reason of such repossession or reselling. All costs incurred by Vendor in repossession, removal, repairing and reselling (including legal and other third party expenses) will be added to Vendor’s claim (collectively, “Repossession Costs”). The proceeds of any such sale will be applied on the amounts payable hereunder. Any surplus balance will be returned to Customer and Customer will pay any deficiency forthwith to Vendor. Vendor takes and reserves a security inter...
RISK; TITLE; DEFAULT; SECURITY. Vendor may insure the Goods for its own and Customer’s interest at Customer’s cost. The title to Goods, free and clear of all liens, hypothecs, claims and encumbrances of any kind (“Liens”), vests in Customer upon full payment of the Purchase Price thereof and all other amounts due under the Agreement. Until receipt of full payment or upon the occurrence of an Event of Default, Vendor may, in its sole discretion, at any time, without prejudice to or waiver of any of its rights or remedies under the Agreement, at law or in equity, withhold Goods, completed Services or scheduled Services or terminate orders for Goods or Services (without being liable to Customer for any losses so caused). Each of the following will constitute an “Event of Default” of Customer: (i) its default in making any payment due under the Agreement or failure to obtain credit approval, (ii) its breach of the Agreement, (iii) a proceeding in bankruptcy, receivership, winding-up or insolvency is instituted or threatened by or against Customer or its property, (iv) any execution, attachment or other writ is levied on any of Customer’s property, (v) any Good is or is in danger of being confiscated, misused or insecure. Vendor takes and reserves a security interest in the Goods and Customer grants Vendor a purchase money security interest in all of its right, title and interest in the Goods as security for the payment of the Purchase Price thereof and other amounts due hereunder. Customer will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such action as Vendor may reasonably request in order to ensure to Vendor the benefits of the security interest and/or ownership interest in the Goods intended to be created by this Agreement. Customer authorizes Vendor to register or publish such financing statements or other instruments, as Vendor may determine appropriate to perfect and maintain its interest in the Goods. The taking or renewal of any promissory note by Vendor in respect of indebtedness secured hereunder is collateral security only and will not in any way operate as a merger, payment, alteration or postponement of such indebtedness, and will not otherwise affect terms of payment hereunder. Vendor may set-off monies it owes Customer against any monies Customer owes to Vendor. Without limiting any other provisions under the Agreement and without prejudice to any of Vendor’s rights and recourses under the Agreement, at law or in equity, in auth...