TERMS & CONDITIONS OF TRADE

1. DEFINITIONS

In this Agreement, unless the content requires others, the following words, expressions & phrases have the meaning assigned to them:

1.1. “Supplier”: Means Delta Firearms. Reg. No. 2014/068075/07;
1.2. “Agreement”: Means the terms & conditions upon which the Supplier sells goods to the Purchaser, as recorded in this document including the account registration form;
1.3. “Associates”: Mean the Supplier’s employees, agents or any person to whom the Purchaser may be liable in law;
1.4. “A Delivery Note”: Means the document presented to the Purchaser or its agent on delivery of the goods;
1.5. “Invoice”: Means the document issued by the Supplier wherein the amounts owing for goods delivered to a Purchaser are set out;
1.6. “The Product Specification”: Means the documented parameters of design within which the goods supplied are manufactured by the manufacturer, as modified by the manufacturer from time to time;
1.7. “An Order”: Means any request for goods by the Purchaser when received by or communicated to the Supplier;
1.8. “The manufacturer”: Means the manufacturer of the goods;
1.9. “A Quotation”: Means any verbal order enquiry responded to by the Supplier or any document issued by the Supplier wherein an estimate of the purchase price of goods is set out;
1.10. “Client” shall mean the Client (or any person acting on behalf of and with the authority of the Client) as described on any quotation, work authorization or other form as provided by DELTA FIREARMS to the Client.
1.11. “Goods” shall mean all Goods supplied by DELTA FIREARMS to the Client (and where the context so permits shall include any supply of Services as hereinafter defined) and are as described on the invoices, quotation, work authorization or any other forms as provided by DELTA FIREARMS to the Client.
1.12. “Guarantor” means that person (or persons) who agrees to be liable for the debts of the Client on a principal debtor basis.
1.13. “DELTA FIREARMS” shall mean Delta Firearms, Inc., its successors and assigns or any person acting on behalf of and with the authority of Delta Firearms. Reg. No. 2014/068075/07.
1.14. “Price” shall mean the Price payable for the Goods as agreed between DELTA FIREARMS and the Client in accordance with clause 3 of this contract.
1.15. “Services” shall mean all Services supplied by DELTA FIREARMS to the Client (and where the context so permits shall include any supply of Goods as defined above).
1.16. “Terms” means these Terms & Conditions of Trade

2. INTERPRETATION

2.1. Headings to clauses in this Agreement are for reference purposes only & shall not affect the interpretation of any clauses to which they relate.
2.2. Words importing the singular shall include the plural, words importing one gender shall include the other genders & words importing natural persons shall include artificial entities & vice versa.

3. APPLICATION OF THIS AGREEMENT

3.1. Notwithstanding any provision to the contrary in any document of the Purchaser, the parties agree that this Agreement, together with any securities or warranties held by the Supplier in respect of the Purchaser, overrides & supersedes all other terms & conditions upon which the Purchaser purports to purchase goods from the Supplier including any terms set out on the Purchaser’s order form,
3.2. This Agreement together with the documents referred to in 3.1 constitutes the entire contract governing the relationship between the parties for each & every order of goods supplied by the Supplier to the Purchaser & no representation not expressly contained herein, amendment, novation, variation or consensual cancellation of any or all of the terms & conditions of this Agreement shall be valid or binding on the Supplier unless reduced to writing & signed by an authorized representative of the Supplier.

4. QUOTATIONS

4.1. A quotation given by the Supplier, shall constitute an offer by the Supplier to sell goods subject to the terms & conditions contained herein.

5. ORDERS

5.1. Any order received from the Purchaser by the Supplier shall constitute an acceptance of the offer in by the purchaser to purchase the goods. Accordingly, a contract in regard to any particular order of goods comes in force between the parties upon receipt by the Supplier of the order.

6. CONDITIONS PRECEDENT

6.1. Notwithstanding any other provision herein to the contrary, the Supplier’s obligation to deliver the goods shall in all cases be subject to the following conditions precedent, which until fulfilment thereof shall entitle the Supplier to suspend or refuse delivery without the Purchaser having any
recourse against the Supplier:
6.2. The availability to the Supplier of the goods from the manufacturer thereof;
6.3. The Supplier being satisfied as to the purchaser’s solvency & ability & readiness to pay
6.4. For the goods to be delivered within the time & manner prescribed in terms of this Agreement;
6.5. The Purchaser not being in breach of any terms or conditions of this Agreement.

7. DELIVERY

7.1. The Purchaser shall have no claims against the Supplier on account of delays in effecting delivery, partial delivery or non-delivery, for any damages suffered, whether consequential or not, & the Purchaser shall not be entitled to resell from this Agreement nor to withhold or defer any payment due in terms hereof.
7.2. Should the Supplier, at the Purchaser’s request, agree to engage a carrier to transport the to engage a carrier to transport the goods for the Purchaser then the Supplier is authorized to engage a carrier on such terms & conditions as it deems fit & the Purchases shall indemnify the Supplier against all claims which may be made against the Supplier or its associates by the carrier so engaged & all liability which the Supplier may incur arising out of the transportation of goods.
7.3. Delivery of the goods by the Supplier to the Purchaser shall be effected when;
7.3.1. Goods are off-loaded at the delivery destination, if the goods are transported by the
Supplier; or
7.3.2. Goods are loaded onto the transporting vehicle at the Supplier’s premises, if the goods are,
7.3.3. Transported by the purchaser or the carrier, whether engaged by the Supplier or the Purchaser.

8. CLAIMS

8.1. Without prejudice to the Purchasers’ rights in point 18 below, the Purchaser shall be obliged to inspect goods upon delivery & shall immediately endorse the delivery note as to any missing, damaged or defective goods. The endorsement of any employee or agent of the Purchaser, or of
any person found at the premises to which the goods are delivered which appears on the delivery note irrespective of its wording, will constitute sufficient evidence of the delivery of the goods purchased, which shall be deemed to be complete, in good condition & without defects unless proved to the contrary by the Purchaser.

9. RETURN OF GOODS

9.1. If in the exercise of its discretion the Supplier shall agree, at the request of the Purchaser, to accept the return of any goods for credit which goods were correctly supplied by Supplier & are not faulty or subject to any claim, then the Supplier shall be entitled without the necessity of any further agreement to claim from the Purchaser a handling charge, as stipulated by the Supplier, based on the invoice price of the goods so returned.

10. RISK

10.1. Irrespective of when ownership in & to the goods passes to the Purchaser all risk in & to the goods shall transfer to the Purchaser, who will thereafter be responsible for all loss or damage to the goods however arising:
10.2. Where the Supplier transports the goods to the delivery destination or arranges the transport of the goods to the delivery destination otherwise then at the Purchaser’s request; upon off-loading of the goods from the supplier’s vehicles at the delivery destination; request, upon off-loading of the goods from the supplier’s vehicles at the delivery destination;
10.3. Where the Supplier arranges the transport of the goods to the delivery destination at the purchaser’s request, upon dispatch of the goods from the premises of the Supplier.

11. OWNERSHIP

11.1. Ownership in & to the goods shall pass to the Purchaser on payment in full of the purchase price for the goods to the Supplier.

12. PRICES AND PAYMENT

12.1. Unless otherwise specified or quoted in writing by the Supplier:
12.2. Orders are accepted by the Supplier subject to the Supplier’s current price ruling on the date upon which the goods are delivered to the Purchaser, less any discounts authorized by the Supplier in writing
12.3. At DELTA FIREARMS’s sole discretion the Price shall be either: (a) as indicated on invoices provided by DELTA FIREARMS to the Client in respect of Goods supplied; or (b) DELTA FIREARMS’s Price at the date of delivery of the Goods according to DELTA FIREARMS’s current pricelist; or (c) DELTA FIREARMS’s quoted Price (subject to clause 12.3) which shall be binding upon DELTA FIREARMS provided that the Client shall accept DELTA FIREARMS’s quotation in writing within thirty (30) days.
12.4. DELTA FIREARMS reserves the right to change the Price in the event of a variation to DELTA FIREARMS’s quotation (including, but not limited to, any variation as a result of fluctuations in currency exchange rates). All variations will be charged for on the basis of DELTA FIREARMS’s quotation and will be shown as variations on the invoice.

13. PAYMENT

13.1. The full purchase price for the goods stated on the Supplier’s invoice shall be paid by the purchaser without any deduction, exchange or set-off, save for the discounts allowed in terms of clause 16 below, within the due date for payment specified in the quote, or if no date is specified within 30 (thirty) days of date of issue of the Supplier’s statement, at such place as may be specified by the Supplier from time to time.
13.2. Under no circumstances shall any payments be deemed to have been received by the Supplier, until the Supplier is actually in possession thereof, if in cash, or cleared to the credit of the supplier on the Supplier’s account, if by other means.
13.3. The purchaser agrees that in the event of any portion of an invoiced indebtedness being disputed then, in that event, the purchaser will nevertheless forthwith pay the undisputed amount of such indebtedness according to the agreed terms of credit allowed to the Purchaser failing which any discount permitted in respect of the invoiced indebtedness will be forfeited without prejudice to the Supplier’s remedies in law.
13.4. In the event of the Supplier or any holding or subsidiary company of the supplier or associated company of the holding or subsidiary company becoming indebted to the purchaser, the Supplier may set-off such indebtedness against any monies which may be or become owing by the Purchaser to the Supplier.
13.5. The Supplier shall be entitled to apportion any payment received from the Purchaser to any indebtedness which the Purchaser may owe to the Supplier or realise any security held by the Supplier & use the proceeds towards payment of any amount due by the Purchaser.
13.6. Where the Purchaser orders goods which exceed the value of the credit which the Supplier has approved, the Supplier shall in its sole discretion & without notice to the purchaser be entitled to increase its approved credit limit & the terms & conditions hereof shall automatically apply to the additional goods supplied.
13.7. At DELTA FIREARMS’s sole discretion payment for approved Clients shall be due per the agreed upon terms. Statements will be delivered monthly by email or mail.

14. INTEREST

14.1. The Purchaser shall pay to the Supplier on demand interest compounded monthly in arrears on any amount not paid on due date in terms of this Agreement at 24% (Twenty Four Percent) reckoned from the due date of payment until date of actual payment thereof.

15. DISCOUNTS

15.1. Unless otherwise specified by the Supplier in writing, prices are not subject to any discounts, whether for prompt settlement, loyalty, quantity purchasing or otherwise.
15.2. If any discounts have been agreed to in writing, such discounts shall be irrevocably forfeited if payment of the purchase price is not received by the Supplier on due date thereof. Discounts shall only be applicable to the net price of the goods, exclusive of value added tax
15.3. All goods are sold “voetstoots” subject only to the manufacturer’s warranty, a copy of which available on request.

16. BREACH

16.1. If the purchaser:
16.1.1 Commits a breach of any of the terms or conditions of this Agreement or has failed to remedy the branch within 7 (seven) days of receipt of a written notice from the supplier requesting the purchaser to do so; or
16.1.2. Being an individual, dies or is provisionally or finally sequestrated or surrenders or makes application to surrender his estate; or being a partnership, the partnership is terminated or sequestrated; or being a company or close corporation is placed under provisional or final order of liquidation or judicial management; or
16.1.3. Has a judgment recorded against it which remains unsatisfied for a period of 7 (seven) days; or compromises or attempts to compromise generally with any of the Purchaser’s creditors;
16.1.4. Or fails to provide guarantees or security to the reasonable satisfaction of the Supplier when called upon to do so, the Supplier shall have the right, without prejudice to any other right which it may have against the Purchaser, to elect to;
16.1.5. Treat as immediately due & payable all outstanding amounts which would otherwise become due & payable under of this Agreement & to claim such amounts as well as any other amounts in arrear including interest & to cease performance of its obligations hereunder until the Purchaser has remedied.
16.1.6. Cancel this Agreement & retake possession of any of the goods sold in which event all amounts owed by the Purchaser to the Supplier in terms of this Agreement shall become immediately due & payable.

17. LAW, JURISDICTION & COSTS

17.1. The agreement is governed by the laws of the RSA & is deemed to be entered into at the place where the Supplier signs acceptance of the Purchaser’s application credit.
17.2. The Supplier shall be entitled but not obliged to institute any proceedings against the Purchaser arising out of this Agreement in any Magistrates Court having jurisdiction over the Purchaser notwithstanding that the claim or value of the matter in dispute may exceed the jurisdiction of the Magistrate’s Court.
17.3. The Purchaser shall be liable for any costs incurred by the Supplier in the recovery of any amounts or the enforcement of any rights which it has hereunder, including collection charges, tracing fees & costs on an attorney & client scale including the costs of counsel as on brief, `incurred prior to or during the institution of legal proceedings or if judgment has been granted, in connection with the satisfaction or enforcement of such judgment.

18. DOMICILIUM

18.1. The purchaser nominates its business address as reflected in the application for credit as its “domicitium citandi et executandi” for all purposes in connection with this agreement.
18.2. Any notice to any party shall be addressed to it at its “domicilium” & either sent by pre-registered post, delivered by hand or sent by facsimile transmission. In the case of any notice sent pre-paid registered post, it shall be deemed to have been received on the 7th (seventh) business day after posting; or delivered by hand it shall be deemed to have been received on the date of delivery, unless such date us not a business day, in which event it shall be deemed to have been received on the next following business day; or sent by facsimile transmission, it shall be deemed to have been received on due transmission, unless the contrary is proved.
18.3. Any party’ shall be entitled, by notice in writing to the other to change its “domicilium” to any other physical address within the Republic of South Africa, provided that the change shall effective only 10 (ten) days after service of the notice in question.

19. GENERAL

19.1. The Purchaser shall not be entitled to cede its rights or delegate any of its obligations under this Agreement without prior consent of the Supplier having been obtained.
19.2. No indulgence, extension of time, relaxation or latitude which one of the parties may show, grant or allow to the other party shall constitute a waiver by the former party of its rights and the form former party shall not be prejudiced or stopped from exercising any of its rights against the other party which may have then already arisen or which may thereafter arise.
19.3. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
19.4. These Terms and any Agreement to which they apply shall be governed by the laws of the South Africa and are subject to the jurisdiction of the courts of the South Africa.
19.5. DELTA FIREARMS shall be under no liability whatsoever to the Client for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by DELTA FIREARMS of the Terms.
19.6. In the event of any breach of this contract by DELTA FIREARMS the remedies of the Client shall be limited to damages which under no circumstances shall exceed the Price of the Goods.
19.7. The Client shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Client by DELTA FIREARMS nor to withhold payment of any invoice because part of that invoice is in dispute.
19.8. DELTA FIREARMS may license or sub-contract all or any part of its rights and obligations without the Client’s consent.
19.9. The Client agrees that DELTA FIREARMS may review the Terms at any time. If, following any such review, there is to be any change to the Terms, then that change will take effect from the date on which DELTA FIREARMS notifies the Client of such change. Except where DELTA FIREARMS supplies further Goods to the Client and the Client accepts such Goods, the Client shall be under no obligation to accept such changes.
19.10. Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.
19.11. The failure by DELTA FIREARMS to enforce any provision of the Terms shall not be treated as a waiver of that provision, nor shall it affect DELTA FIREARMS’s right to subsequently enforce that provision.

20. ACCEPTANCE

20.1 The Terms apply exclusively to every Agreement.
20.2 Any instructions received by DELTA FIREARMS from the Client for the supply of Goods and/or the Client’s acceptance of Goods supplied by DELTA FIREARMS shall constitute acceptance of the Agreement.
20.3 Where there is more than one Client, the Clients shall be jointly and severally liable for all payments of the Price.
20.4 Upon acceptance of the Agreement by the Client the Terms are binding and can only be amended with the prior written consent of DELTA FIREARMS.
20.5 The Client shall give DELTA FIREARMS no less than fourteen (14) days prior written notice of any proposed change of ownership of the Client or any change in the Client’s name and/or any other change in the Client’s details (including but not limited to, changes in the Client’s address, facsimile number, or business practice). The Client shall be liable for any loss incurred by DELTA FIREARMS as a result of the Client’s failure to comply with this clause.
20.6 Goods are supplied by DELTA FIREARMS only on the Terms to the exclusion of anything to the contrary in the terms of the Client’s order notwithstanding that any such order is placed on terms that purport to override these Terms.

21. Title

21.1 DELTA FIREARMS and the Client agree that ownership of the Goods shall not pass until:
(a) the Client has paid DELTA FIREARMS all amounts owing for the particular Goods; and
(b) the Client has met all other obligations due by the Client to DELTA FIREARMS in respect of the Agreement between DELTA FIREARMS and the Client.
21.2 Receipt by DELTA FIREARMS of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised and until then DELTA FIREARMS’s ownership or rights in respect of the Goods shall continue.
21.3 It is further agreed that:
(a) where practicable the Goods shall be kept separate and identifiable until DELTA FIREARMS shall have received payment and all other obligations of the Client are met; and
(b) until such time as ownership of the Goods shall pass from DELTA FIREARMS to the Client DELTA FIREARMS may give notice in writing to the Client to return the Goods or any of them to DELTA FIREARMS. Upon such notice the rights of the Client to obtain ownership or any other interest in the Goods shall cease; and
(c) DELTA FIREARMS shall have the right of stopping the Goods in transit whether or not delivery has been made; and
(d) if the Client fails to return the Goods to DELTA FIREARMS then DELTA FIREARMS or DELTA FIREARMS’s agent may (as the invitee of the Client) enter upon and into land and premises owned, occupied or used by the Client, or any premises where the Goods are situated and take possession of the Goods; and
(e) the Client is only a bailee of the Goods and until such time as DELTA FIREARMS has received payment in full for the Goods then the Client shall hold any proceeds from the
sale or disposal of the Goods, up to and including the amount the Client owes to DELTA FIREARMS for the Goods, on trust for DELTA FIREARMS; and
(f) the Client shall not deal with the money of DELTA FIREARMS in any way which may be adverse to DELTA FIREARMS; and
(g) the Client shall not charge the Goods in any way nor grant nor otherwise give any interest in the Goods while they remain the property of DELTA FIREARMS; and
(h) DELTA FIREARMS can issue proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods may not have passed to the Client; and
(i) until such time that ownership in the Goods passes to the Client, if the Goods are converted into other products, the parties agree that DELTA FIREARMS will be the owner of the end products.

22. Liability

22.1 Except as the Terms specifically state, or as contained in any express warranty provided in relation to the Goods or Services, the Agreement does not include by implication any other term, condition or warranty in respect of the quality, merchantability, acceptability, fitness for purpose, condition, description, assembly, manufacture, design or performance of the Goods or Services or any contractual remedy for their failure.
22.2 If the Client is a consumer nothing in these Terms restricts, limits or modifies the Client’s rights or remedies against DELTA FIREARMS for failure of a statutory guarantee. Howsoever arising under or in connection with the sale, installation, use of, storage or any other dealings with the Goods or Services by the Client or any third party.
22.3 Other than as stated in the Terms or any written warranty statement DELTA FIREARMS is not liable to the Client in any way arising under or in connection with the sale, installation, use of, storage or any other dealings with the Goods or Services by the Client or any third party.
22.4 DELTA FIREARMS is not liable for any indirect or consequential losses or expenses suffered by the Client or any third party, howsoever caused, including but not limited to loss of turnover, profits, business or goodwill or any liability to any other party, except to the extent of any liability imposed by the ACL.
22.5 The Client acknowledges that:
(a) it has not relied on any service involving skill and judgement, or on any advice, recommendation, information or assistance provided by DELTA FIREARMS in relation to the goods or services or their use or application.
(b) it has not made known, either expressly or by implication, to DELTA FIREARMS any purpose for which it requires the goods or services, and it has the sole responsibility of satisfying itself that the goods or services are suitable for the use of the Client.

23. SECURITY AND CHARGE

23.1 Despite anything to the contrary contained herein or any other rights which DELTA FIREARMS may have howsoever: (a) where the Client and/or the Guarantor (if any) is the owner of land, realty or any other asset capable of being charged, both the Client and/or the Guarantor agree to mortgage and/or charge all of their joint and/or several interest in the said land, realty or any other asset to DELTA FIREARMS or DELTA FIREARMS’s nominee to secure all amounts and other monetary obligations payable under these terms and conditions. The Client and/or the Guarantor acknowledge and agree that DELTA FIREARMS (or DELTA FIREARMS’s nominee) shall be entitled to lodge where appropriate a caveat, which caveat shall be withdrawn once all payments and other monetary obligations payable hereunder have been met.
(b) should DELTA FIREARMS elect to proceed in any manner in accordance with this clause and/or its sub-clauses, the Client and/or Guarantor shall indemnify DELTA FIREARMS from and against all DELTA FIREARMS’s costs and disbursements including legal costs on a solicitor and own client basis.
(c) the Client and/or the Guarantor (if any) agree to irrevocably nominate constitute and appoint DELTA FIREARMS or DELTA FIREARMS’s nominee as the Client’s and/or Guarantor’s true and lawful attorney to perform all necessary acts to give effect to the provisions of this clause 23.1.

24. Defects

24.1 The Client shall inspect the Goods on delivery and shall within 14 days of delivery (time being of the essence) notify DELTA FIREARMS of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Client shall afford DELTA FIREARMS an opportunity to inspect the Goods within a reasonable time following delivery if the Client believes the Goods are defective in any way. If the Client shall fail to comply with these provisions the Goods shall be presumed to be free from any defect or damage. For defective Goods, which DELTA FIREARMS has agreed in writing that the Client is entitled to reject, DELTA FIREARMS’s liability is limited to either (at DELTA FIREARMS’s discretion) replacing the Goods or repairing the Goods except where the Client has acquired Goods as a consumer and is therefore also entitled to, at the consumer’s discretion either a refund of the purchase price of the Goods, or repair of the Goods, or replacement of the Goods.

25. Warranty

25.1 For Goods not manufactured by DELTA FIREARMS, the warranty shall be the current warranty provided by the manufacturer of the Goods.
25.2 DELTA FIREARMS shall not be bound by nor be responsible for any term, condition, representation or warranty other than that which is given by DELTA FIREARMS or the manufacturer of the Goods.

26. Intellectual Property

26.1 Where DELTA FIREARMS has designed, drawn or written Goods for the Client, then the copyright in those designs and drawings and documents shall remain vested in DELTA FIREARMS, and shall only be used by the Client at DELTA FIREARMS’s discretion.
26.2 The Client warrants that all designs or instructions to DELTA FIREARMS will not cause DELTA FIREARMS to infringe any patent, registered design or trademark in the execution of the Client’s order and the Client agrees to indemnify DELTA FIREARMS against any action taken by a third party against DELTA FIREARMS in respect of any such infringement.
26.3 The Client agrees that DELTA FIREARMS may use any documents, designs, drawings or Goods created by DELTA FIREARMS for the purposes of advertising, marketing, or entry into any competition.

27. Default and Consequences of Default

27.1 If the Client defaults in payment by the due date of any amount payable to DELTA FIREARMS, then all money which would become payable by the Client to DELTA FIREARMS at a later date on any account becomes immediately due and payable without the requirement of any notice to the Client.
27.2 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at DELTA FIREARMS’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
27.3 In the event that the Client’s payment is dishonoured for any reason the Client shall be liable for any dishonour fees incurred by DELTA FIREARMS.
27.4 If the Client defaults in payment of any invoice when due, the Client shall indemnify DELTA FIREARMS from and against all costs and disbursements incurred by DELTA FIREARMS in pursuing the debt including legal costs on a solicitor and own client basis and DELTA FIREARMS’s collection agency costs.
27.5 Without prejudice to any other remedies DELTA FIREARMS may have, if at any time the Client is in breach of any obligation (including those relating to payment) DELTA FIREARMS may suspend or terminate the supply of Goods to the Client and any of its other obligations under the terms and conditions. DELTA FIREARMS will not be liable to the Client for any loss or damage the Client suffers because DELTA FIREARMS has exercised its rights under this clause.
27.6 Without prejudice to DELTA FIREARMS’s other remedies at law DELTA FIREARMS shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to DELTA FIREARMS shall, whether or not due for payment, become immediately payable in the event that:
(a) any money payable to DELTA FIREARMS becomes overdue, or in DELTA FIREARMS’s opinion the Client will be unable to meet its payments as they fall due; or
(b) the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
(c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.

28. Cancellation

28.1 DELTA FIREARMS may cancel any Agreement to which these Terms apply or cancel delivery of Goods at any time before the Goods are delivered by giving reasonable written notice to the Client. On giving such notice DELTA FIREARMS shall repay to the Client any sums paid in respect of the Price. DELTA FIREARMS shall not be liable for any loss or damage whatsoever arising from such cancellation.
28.2 In the event that the Client cancels delivery of Goods the Client shall be liable for any loss incurred by DELTA FIREARMS (including, but not limited to, any loss of profits) up to the time of cancellation.
28.3 Cancellation of orders for Goods made to the Client’s specifications or non-stocklist items will not be accepted once the order has been processed.

29. Unpaid DELTA FIREARMS’s Rights

29.1 Where the Client has left any item with DELTA FIREARMS for repair, modification, exchange or for DELTA FIREARMS to perform any other Service in relation to the item and DELTA FIREARMS has not received or been tendered the whole of the Price, or the payment has been dishonoured, DELTA FIREARMS shall have:
(a) a lien on the item;
(b) the right to retain the item for the Price while DELTA FIREARMS is in possession of the item;
(c) a right to sell the item.
29.2 The lien of DELTA FIREARMS shall continue despite the commencement of proceedings, or judgment for the Price having been obtained.