4.1 Ownership of Product shall not pass to the Buyer until GLS has received in full (in cash or cleared funds) all sums due to it in respect of:
4.1.1 Product; and
4.1.2 all other sums which are or which become due to GLS from the Buyer on any account.
4.2 Until ownership of Product has passed to the Buyer, the Buyer shall:
4.2.1 hold Product on a fiduciary basis as GLS’s bailee;
4.2.2 store Product (at no cost to GLS) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as GLS’s property;
4.2.3 not destroy, deface or obscure any identifying mark or packaging on or relating to Product; and
4.2.4 maintain Product in satisfactory condition and keep them insured on GLS’s behalf for their full price against all risks to the reasonable satisfaction of GLS. On request, the Buyer shall produce the policy of insurance to GLS.
4.3 The Buyer may resell Product before ownership has passed to it solely on the following conditions:
4.3.1 any sale shall be effected in the ordinary course of the Buyer’s business at full market value; and
4.3.2 any such sale shall be a sale of GLS’s property on the Buyer’s own behalf and the Buyer shall deal as principal when making such a sale.
4.4 The Buyer’s right to possession of Product shall terminate immediately if:
4.4.1 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
4.4.2 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 GLS 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
4.4.3 the Buyer encumbers or in any way charges any of Product.
4.5 GLS shall be entitled to recover payment for Product notwithstanding that ownership of any of Product has not passed from GLS.
4.6 The Buyer grants GLS, its agents and employees an irrevocable licence at any time to enter any premises where Product is or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.
4.7 Where GLS is unable to determine whether any Product 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 GLS to the Buyer in the order in which they were invoiced to the Buyer.
4.8 On termination of the Contract, howsoever caused, GLS’s (but not the Buyer’s) rights contained in this condition 4 shall remain in effect.