Retention of Title Agreement

The Goods shall be at the Buyer’s risk as from deliveryIn spite oif delivery having been made Title in the goods shall not pass from Vivanco UK Ltd until;

2.1 The Buyer shall have payed the price plus VAT in full and

2.2 No other sums whatsoever shall be due from the Buyer to Vivanco UK Ltd

Until the Title in the Goods passes to the Buyer in accordance with Clause 2 the Buyer shall hold the Goods and each of them on a fiduciary basis as a bailee for Vivanco UK Ltd. The Buyer shall store the Goods (at no cost to Vivanco UK Ltd) seperately from all other goods in its possession and marked in such a way that they are clearly identified as belonging to Vivanco UK Ltd.

Vivanco UK Ltd shall be entitled to recover the price plus VAT notwithstanding that Title in the Goods has not passed from Vivanco UK Ltd.

Until such time as Title in the Goods passes from Vivanco UK Ltd the Buyer shall upon requestdeliver to Vivanco UK Ltd such of the Goods that have not either (a) ceased to be in existence or (b) been re-sold. If the Buyer fails to do so Vivanco UK Ltd may enter upon any premises owned occupied or controlled by the Buyer where the Goods are situated and repossess the Goods.

The Buyer shall insure and keep insured the Goods to the full price against all risks to the reasonablesatisfaction of Vivanco UK Ltd until the date that Title in the Goods passes from Vivanco UKLtd and shall whenever requested by Vivanco UK Ltd produce a copy of the policy ofinsurance.

If the Buyer re-sells any of the Goods before Title in those Goods has passed to the Buyer it shall do so as principal and not as agent for Vivanco UK Ltd.

If any distress or execution shall be levied upon any of the Buyer's Goods or if the Buyer offers to make any arrangement with its creditors or commits an act of bankruptcy or if any petition in bankruptcy is presented against the Buyer or the Buyer is unable to pay its debts as they fall due, or if being a limited company any resolution or petition to wind-up the Buyer (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented or if a receiver or administrator, administrative receiver or manager shall be appointed over the whole or any part of the Buyer's business or assets or if the Buyer shall suffer any analogous proceedings under foreign law all sums outstanding in respect of the Goods shall become payable immediately.