Terms and Conditions - Product Sales

Rev 2021.07.7
- 8 -
C. Failure to Pay. If Buyer fails to perform strictly in accordance with the Credit Terms, PHI may
suspend or cancel performance including delay or cancellation of shipment on any open orders. PHI will not
be liable for, and Buyer will hold PHI harmless from, any costs or losses resulting from suspension or
cancellation on account of Buyer’s failure to make payment.
D. PHI’s Right to Withhold Performance. No matter whether or not Credit Terms have been
offered by PHI to Buyer, PHI shall have the right to withhold performance under any Contract with Buyer
if PHI has reasonable concerns about changes in Buyer’s creditworthiness occurring after Acceptance. If
changes in Buyer’s creditworthiness have occurred after Acceptance, PHI may require Buyer to make
prepayments or other payment or security arrangement for the benefit of PHI as a condition for PHI to
resume performance.
E. PHI’s Right to Terminate Contracts. If Buyer is unwilling or unable to provide payment or
security arrangements as may be required by PHI due to changes in Buyer’s creditworthiness, PHI may
terminate existing Contracts for cause and Buyer shall bear any damages incurred by PHI as a result of such
termination.
10. Retention of Title; Security Interests
A. Retention of Title: PHI retains title to all Products delivered to Customer until Payment of PHI’s
Final Invoice and all other invoices associated with the Product delivered. Irrespective of whether title to a
Product remains vested in PHI, risk of loss for that Product shall pass to Buyer as provided in Section 8.B.
B. Security Interest. Buyer hereby grants PHI a security interest in (i) all present and future
Products sold or delivered by PHI to Buyer and (ii) all proceeds received by Buyer with respect to such
Products, whether now owned and existing or hereafter acquired or arising. Buyer
agrees, upon request
by PHI, to execute promptly any documents and perform any other acts at Buyer’s sole expense that PHI
deems necessary or advisable to confirm, continue, and/or perfect the security interest granted in this
Section 9.B. In addition to and not in limitation or derogation of the foregoing, Buyer
hereby irrevocably
authorizes
PHI to execute and file any one or more financing statements covering all the property the
subject of the security interests granted in this Section 9.B.
C. Until Title Passes. Until title to a Product delivered by PHI passes to Buyer, (a) PHI shall have
authority to make any and all filings with governmental agencies against Buyer or otherwise as PHI deems
necessary or appropriate; (b) PHI shall have authority to retake, sell or otherwise deal with and/or dispose
of the Product; (c) PHI shall be entitled, at any time and without the need to give notice, to enter upon any
property upon which the Product is stored, or upon which PHI reasonably believes it to be kept; (d) Buyer
shall store or mark the Product in a manner reasonably satisfactory to PHI indicating that title to the
Product remains vested in PHI; and, (e) Buyer shall insure the Product for its full replacement value , and
arrange for PHI to be included under the policy of insurance as a loss payee.
11. Use of Information and Software.
A. Use of Information. All devices, equipment, designs, (including drawings and plans and
specifications), estimates, prices, notes, electronic data and other documents or information prepared or
disclosed by PHI in connection with the Products delivered or Services performed shall remain PHI’s