Common use of RISK; TITLE; DEFAULT; SECURITY Clause in Contracts

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 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. In addition to securing payment of the purchase price of Goods and Services and all Additional Charges (hereinafter defined), any Deposit is a guarantee by Customer of the full and complete performance of all of Customer’s obligations hereunder and in the event of any breach by Customer thereof, the Deposit will be entirely forfeited and non-refundable without proof of damages and may be credited against the price of Goods and Services and/or Additional Charges without prejudice to or waiver of any of Vendor’s other rights or remedies. 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 authorizing services to be performed and/or Goods to be supplied pursuant to the Agreement, whether under a Sales Agreement, work order, purchase order, estimate, invoice or other document, including by way of authorization given electronically, Customer authorizes Vendor to perform services (including the Services) and/or supply such Goods and acknowledges itself indebted to Vendor in the amount indicated therein pursuant to the Manitoba Garage Keepers Act, the Ontario Repair and Storage Liens Act, the British Columbia Personal Property Security Act, the Nunavut Garage Keepers Lien Act or similar legislation in the applicable province including any amendment and successor legislation thereto, as applicable.

RISK; TITLE; DEFAULT; SECURITY. Risk transfers to Buyer upon shipment of the Goods from Vendor’s facility. 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 Buyer upon full payment of the Purchase Price 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) revoke credit; (b) modify terms and conditions of credit; (c) require payment in advance; ; (bd) withhold Goods, Goods or completed Services or suspend scheduled Services or terminate performance of Services or the Agreement, in whole or in part, including, without limitation any CVA (without being liable to Customer Buyer for any losses so caused); and/or and/or (ce) 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 Buyer is entitled to possession of the Goods until: (i) its default in making any payment due under the Sales AgreementsAgreement, (ii) its breach of the Sales AgreementsAgreement, (iii) a proceeding in bankruptcy, receivership, winding-up or insolvency is instituted or threatened by or against Customer Buyer or its property, (iv) any execution, attachment or other writ is levied on any of CustomerBuyer’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 Agreement and all other agreements between Vendor and CustomerBuyer, 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 Buyer to enter upon CustomerBuyer’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 Buyer 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 Buyer and Customer ▇▇▇▇▇ will pay any deficiency forthwith to Vendor. Buyer initi ▇▇▇ ▇▇▇▇▇ al Digitally signed by ▇▇▇ ▇▇▇▇▇ Date: 2023.05.30 15:57:33 -05'00' Vendor takes and reserves a security interest in the Goods and Customer Buyer 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 Buyer 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 Buyer 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. In addition to securing payment of the purchase price of Goods and Services and all Additional Charges (hereinafter defined), any Deposit advance payment, deposit or down payment (“Deposit”) is a guarantee by Customer Buyer of the full and complete performance of all of CustomerBuyer’s obligations hereunder and in the event of any breach by Customer Buyer thereof, the Deposit will be entirely forfeited and non-refundable without proof of damages and may be credited against the price of Goods and Services and/or Additional Charges without prejudice to or waiver of any of Vendor’s other rights or remedies. The taking or renewal of any promissory note by Vendor in respect of indebtedness secured hereunder is collateral security only 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 Buyer against any monies Customer Buyer 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 authorizing services (including the Services) to be performed and/or Goods to be supplied pursuant to the Agreement, whether under a Sales Agreement, work order, purchase order, estimate, invoice or other document, including by way of authorization given electronically, Customer Buyer authorizes Vendor to perform services (including the Services) and/or supply such Goods and acknowledges itself indebted to Vendor in the amount indicated therein pursuant to the Manitoba Garage Keepers Act, the Ontario Repair and Storage Liens Act, the British Columbia Personal Property Security Act, Act and/or the Nunavut Garage Keepers Lien Act or similar legislation in the applicable province Act, including any amendment and successor legislation thereto, as applicable.