PASSING OF PROPERTY/TITLE AND RISK

6.1 The Goods are at the risk of the Buyer from the time of Delivery or Collection.

6.2 Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:

1. the Goods; and

2. all other sums which are or which become due to the Company from the Buyer on any account.

6.3 The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:

1. any sale shall be effected in the ordinary course of the Buyer's business at full market value and the Buyer shall hold such part of the proceeds of sale as represents the amount owed by the Buyer to the Company on behalf of the Company and the Buyer shall account to the Company accordingly; and

2. any such sale shall be a sale of the Company's property on the Buyer's own behalf and the Buyer shall deal as principal when making such a sale.

6.4 Until ownership of the Goods has passed to the Buyer, the Buyer shall:

1. hold the Goods on a fiduciary basis as the Company's bailee;

2. store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company's property;

3. not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and

4. maintain the Goods in satisfactory condition and keep them insured on the Company's behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Buyer shall produce the policy of insurance to the Company.

5. shall keep and retain the delivered Goods free from any charge lieu or other encumbrance thereon.

6.5 The Buyer's right to possession of the Goods shall terminate immediately if:

1. the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding‐up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or

2. the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Company and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or

3. the Buyer encumbers or in any way charges any of the Goods.

6.6 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.

6.7 The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer's right to possession has terminated, to recover them.

6.8 Where the Company is unable to determine whether any Goods are the goods in respect of which the Buyer's right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by the Company to the Buyer in the order in which they were invoiced to the Buyer.

6.9 On termination of the Contract, howsoever caused, the Company's (but not the Buyer's) rights contained in this condition 6 shall remain in effect.

6.10 Upon any resale of any of the Goods by the Company pursuant of clause 6.7 above, if the proceeds of sale exceed the price or the balance of the price of the Goods due to the Company from the Buyer the Company shall pay the excess to the Buyer having deducted the cost and expense of the repossession and the sale of the Goods and any damage which the Company has suffered as a result of any repudiation of the Contract by the Buyer.

6.11 The Company shall be entitled to exercise lien or right of retention on all Goods or any part thereof in the Company’s possession which are the Buyer’s property for any sums whatsoever due to the Company and pursuant to such lien or right the Company shall be entitled without notice to the Buyers to sell all or any part of such goods or part thereof privately or by auction or otherwise and to keep the proceeds of sale in diminution of such sums and of all costs and expenses incurred by the Company in effecting the said sales. Any balance remaining thereafter shall be remitted to the Buyer by the Company. Upon any such sale title in the goods shall pass to the buyer thereof.

These Conditions shall apply for the sale of goods by Willowbrook Education Limited to the buyer to the exclusion of all other terms and conditions including any terms and conditions which the buyer may purport to apply under any purchase order, confirmation of order or similar document.