A retention of title clause printed on invoices is ineffective where the parties never conducted their business in accordance with its terms — specifically where there was no separate storage of goods, no separate account for sale proceeds, and the seller never demanded return of goods. The issuing of a statutory demand, combined with escalating debt levels and failure to respond to payment requests, constitutes reasonable grounds for suspecting insolvency sufficient to defeat the good faith defence under s 588FG.
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