9. PATENT NAME
Goods which are the subject of patent protection both in Great Britain and elsewhere and the sale of such Goods pursuant to this contract carry a limited licence under such of the Seller’s patents as relate to the Goods. Where the Goods are sold by reference to a trade name or mark of the Seller, the Buyer and its successors in Title shall have the right to describe such of its products as incorporate a substantial quantity or proportion of the Goods by reference to the trade name or mark in question. This right shall be subject to the Seller’s prior approval of the quality and standards of workmanship and design of the Buyer’s products provided that such approval shall not be unreasonably withheld.
10. INSOLVENCY OF BUYER
- This clause applies if;
- the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or
- an incumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer, or
- he Buyer ceases, or threatens to cease, to carry on business or
- the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
- If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
11. EXPORT TERMS
- Where the Goods are supplied for export from the United Kingdom, the provisions of this clause 11 shall (subject to any special terms agreed in writing between the Buyer and the Seller) apply notwithstanding any other provision of these Conditions.
- The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon and if the Buyer fails to comply with such requirements the Buyer shall (in addition to any other liability it may have to the Seller) be liable to indemnify the Seller in respect of any costs and expenses incurred by the Seller in pursuance of the contract.
- Unless otherwise agreed in Writing between the Buyer and Seller, the Goods shall be delivered F.O.B to the air or sea port of shipment and the Buyer undertakes to adequately insure Goods against loss when risk passes to the Buyer. When a contract is expressed to be either C and F or C.I.F to an overseas territory the price of the Goods will include the cost of freight by air or sea to principal ports only in the territory named and C.I.F prices will include insurance protection against breakage risk or total loss for the amount of the C.I.F price plus 10%.
- Payment of all amounts due to the Seller shall be made by irrevocable letter of credit opened by the Buyer in favour of the Seller and confirmed by a United Kingdom Bank acceptable to the Seller and enable the Seller to present the contract documents through Barclays Bank plc, King’s Lynn, Norfolk or such other bank as the Seller may from time to time designate.
- The Buyer undertakes not to offer the Goods for resale at a price lower or terms more favourable than the published prices or terms of the Seller applicable at the relevant time without the Sellers written consent.