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ARTICLE · 26 NOVEMBER 2013

Reservation Of Title Clause May Create Payment Problems

Charles Russell Speechlys LLP
Charles Russell Speechlys LLP
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Charles Russell Speechlys LLP

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Wilson manufactured and sold generator sets and spare parts worldwide.

United KingdomCorporate/Commercial Law
Mark Alsop
Mark Alsop

Wilson manufactured and sold generator sets and spare parts worldwide. Its customers included Holt which re-sold the goods to its subsidiary in Nigeria. Wilson's standard terms applied to the sales. They included the following "no set-off", retention of title and no-agency clauses (with italics showing relevant phrases considered by the court):-

  • Buyer shall not apply any set-off to the price of Seller's products......
  • Notwithstanding delivery ... title shall not pass to Buyer until Seller has received payment in full for the products and all other goods or services agreed to be sold ... Until such time as title passes the Buyer shall hold the products as Seller's fiduciary agent ... Prior to title passing the Buyer shall be entitled to re-sell or use the products in the ordinary course of business and shall account to the Seller for the proceeds of sale ...

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