4. RISK AND TITLE IN THE PRODUCTS
4.1 Risk in the Products supplied by Finlays to Mitsui shall transfer to Mitsui upon Delivery.
4.2 Title (legal and beneficial) in each Product supplied shall be retained by Finlays until Finlays has received in cleared funds all sums due in respect of such Product.
5. MINIMUM VOLUME COMMITMENTS
5.1 In each Year, Mitsui shall purchase no less than the Minimum Purchase Volumes.
5.2 In each Year following the New Products Commencement Date and provided always that Mitsui places Orders for such amounts (but not otherwise), Finlays shall supply no less than the Minimum Supply Volume.
Minimum Purchase Volumes
5.3 Mitsui shall purchase up to 140 tonnes of Products in the First Year, consisting of at least 100 tonnes of Existing Products and up to 40 tonnes of New Products, and at least 300 tonnes of Products in each subsequent Year. Without prejudice to the foregoing, the Parties acknowledge and agree that:
5.3.1 Finlays may require that Mitsui purchases up to 40 tonnes of New Products produced by Finlays prior to or after the New Products Commencement Date in the First Year;
5.3.2 Minimum Purchase Volume of Existing Products in the First Year remains at 100 tonnes irrespective of Actual Purchase Volume of New Products in the First Year;
5.3.3 Minimum Purchase Volume of the Products in the Second Year remains at 300 tonnes irrespective of Actual Purchase Volume of New Products in the First Year; and
5.3.4 Within such Minimum Purchase Volume of the Products in the Second Year, Mitsui shall purchase New Products for at least 40 tonnes less Actual Purchase Volume of the First Year.
5.4 In the event of a Purchase Shortfall, Mitsui shall pay the Purchase Shortfall Payment to Finlays within thirty (30) days of the end of the Year in which the Purchase Shortfall occurred in the manner set out in clause 7.
5.5 Mitsui agrees to use its best endeavours to maximise sales of New Products.
Minimum Supply Volume
5.6 In each Year following the New Products Commencement Date, Finlays shall supply up to 250 tonnes of New Products provided always that Mitsui places Orders for such amounts in the relevant Year (but not otherwise). For the avoidance of doubt, Finlays shall be permitted to supply to Mitsui more than 250 tonnes of New Products ordered by Mitsui in any Year but it shall have no obligation to do so.
5.7 Subject always to clause 5.9, in the event of a Supply Shortfall, Finlays shall pay the Supply Shortfall Payment to Mitsui within thirty (30) days of the end of the Year in which the Supply Shortfall occurred.
5.8 The Parties acknowledge and agree that the payment of the Supply Shortfall Payment shall be Mitsui's sole remedy in the event of a Supply Shortfall.
5.9 Notwithstanding any other provision of this Agreement, Finlays' aggregate liability to Mitsui under this Agreement in respect of any and all Supply Shortfalls shall be limited to US$ 2,750,000.