Exhibit 10.5


 


STANDARD TERMS & CONDITIONS


 


These standard terms & conditions apply
to agreements for the purchase of debts provided by HSBC Invoice Finance (UK) Limited ("HIF"). They form part
of the agreement between the Client and HIF, which refers to them.


 


		1.	TERM OF THE AGREEMENT



 


The Agreement begins on the Commencement
Date and continues for the Minimum Period and afterwards until ended by either party giving written notice at any time following
expiry of the Minimum Period, of not less than the Notice Period.


 


		2.	NOTIFICATION



 


The Client will Notify all Existing
Debts on the Commencement Date and will then Notify Debts at least every 7 days or as otherwise agreed with HIF.


 


		3.	PURCHASE PRICE



 


		3.1	If the Agreement states that the Client has Finance and it has not been withdrawn, HIF will, subject
to Availability and on request from the Client, pay Prepayments for Eligible Debts and the balance of the purchase price of each
Debt (after deduction of any Prepayment) by allowing the Client to make a withdrawal from a Current Account.



 


		3.2	If the Client does not have Credit Protection, the purchase price of each Debt is the amount received
by HIF in discharge of the Debt less accrued Discounting Charge applicable to the Debt and Conversion Costs.



 


		3.3	If the Client has Credit Protection, the purchase price of each Debt is the amount received by
HIF in discharge of the Debt and/or any amount credited to the Client under Condition 11.6, less accrued Discounting Charge applicable
to the Debt and Conversion Costs.



 


		4.	FUNDING LIMITS



 


		4.1	HIF may establish Funding Limits at HIF's discretion. HIF may immediately increase, reduce or cancel
any Funding Limit by notice to the Client. The Automatic Funding Limits do not apply to any Customer which HIF deems ineligible
for a Funding Limit.



 


		4.2	HIF will provide an Automatic Funding Limit for an existing or a new Customer in the amount specified
in the Agreement, provided that neither the Client nor HIF is aware of any adverse information in respect of that Customer, reasonable
enquiries having been made by the Client.



 


		4.3	If a Funding Limit is lower than the Automatic Funding Limit, the Funding Limit will apply.



 


		4.4	Debts first due for payment will be the first Debts to be included within a Funding Limit.



 


		4.5	HIF may determine the value of the Retention from time to time.



 


		5.	COVENANTS



 


		5.1	The Client covenants that:



 


		(a)	on the Testing Day, Debt Turn will not exceed the Debt Turn Covenant;



 


		(b)	on the Testing Day, the aggregate value of Dilutions expressed as a percentage of Debts Notified
during that the immediately preceding period of 60 days will not exceed the Dilution Percentage;



 




    	HIF ST&C  09/2012	Page 1	 



    	 



    

 


		(c)	on the Testing Day, the aggregate value of Disputed Debts expressed as a percentage of outstanding
Debts will not exceed the Dispute Percentage; and



 


		(d)	Tangible Net Worth will not be less than the Tangible Net Worth Covenant.



 


		5.2	In addition to any other remedies HIF may have under the Agreement, HIF may reduce the Prepayment
Percentage on the Testing Day by the Reduction Percentage for each day that Debt Turn exceeds the Debt Turn Covenant and for each
per cent (or part thereof) the aggregate of Dilutions exceeds the Dilution Percentage.



 


		6.	NON-NOTIFIABLE DEBTS



 


Notwithstanding any other term
of the Agreement:


 


		6.1	HIF is not obliged to make any Prepayment in respect of any Non-Notifiable Debt;



 


		6.2	the provisions of Condition 13 (Trust) do not apply to Non-Notifiable Debts;



 


		6.3	HIF will only manage sales ledgers in relation to Non-Notifiable Debts if HIF wishes to do so;



 


		6.4	the Client may retain (as a payment against the purchase price of the Debt) any Remittance relating
to a Non-Notifiable Debt unless HIF had told the Client to Notify the Debt prior to receipt of the Remittance;



 


		6.5	the Client will not Notify HIF of any Non-Notifiable Debt until HIF tells the Client to do so,
at which time the Client will hold the Non-Notifiable Debts and their proceeds on trust for HIF and, upon HIF's request, collect
such Non-Notifiable Debts as HIF may specify as agent for HIF; and



 


		6.6	if HIF makes a Prepayment in relation to a Non-Notifiable Debt the Non-Notifiable Debt shall automatically
be a Debt for the purposes of the Agreement and HIF may designate it as an Ineligible Debt.



 


		7.	ACCOUNTS



 


		7.1	HIF will operate a Current Account and a Discounting Account and any other accounts HIF deems appropriate.



 


		7.2	HIF will credit a Current Account with the purchase price of Debts, which for administrative convenience
will be their Notified value, and any necessary adjustments will be made by HIF later on.



 


		7.3	HIF will credit the Discounting Allowance to a Current Account and Discounting Account and debit
the Discounting Charge to a Current Account and Discounting Account. No Discounting Allowance will be credited if the Base Rate
means that the Discounting Allowance would be zero or less. For administrative convenience, the Discounting Allowance and the Discounting
Charge will be applied to the relevant account on the last working day of the calendar month in which they accrued.



 


		7.4	Any payment made by HIF to the Client will be debited to a Current Account and Discounting Account:



 


		(a)	if the payment is made into an account held with the Bank and is not for same-day value, two working
days after the date on which HIF instructs its bankers to effect the transfer; or



 


		(b)	in respect of all other payments, on the date that HIF instructs its bankers to effect the transfer.



 


		7.5	Remittances received by HIF will be credited to a Discounting Account at the following times:



 


		(a)	cheques capable of routine collection through the Automated Clearing System, subject to being honoured
on first presentation, two working days following the date on which the Remittance is received by HIF or, if post-dated, the date
of its presentation for payment;



 




    	HIF ST&C  09/2012	Page 2	 



    	 



    

 


		(b)	cheques which are not capable of routine collection through the Automated Clearing System, within
1 working day of the date on which HIF receives notice that the Remittance has been cleared for value;



 


		(c)	payments by electronic transfer, the date on which HIF is given value by the Bank; and



 


		(d)	any other form of payment, or if HIF is prevented from carrying out HIF's normal procedures for
handling Remittances for any reason, the date on which HIF receives notice that the relevant Remittance has been cleared for value.



 


		7.6	If any cheque sent to a clearing system is returned after HIF has given value for the Remittance,
the value of the Remittance will be debited to a Discounting Account.



 


		7.7	Each calendar month, HIF will provide the Client with statements of each Current Account and Discounting
Account. Certificates signed by an official of HIF as to Liabilities are conclusive, except in the case of obvious error or on
any question of law.



 


		7.8	HIF may (a) allocate Remittances and credit notes as HIF deems appropriate (which will for the
avoidance of doubt be against Credit Protected Debts before Unprotected Debts) and (b) pay Customers credit balances on their accounts
and (c) convert any sum to a Prepayment Currency at the Spot Rate of Exchange.



 


		8.	CURRENCIES



 


		8.1	If the Client has Credit Management:



 


		(a)	Debts must be Notified in the currency for payment specified on the Invoice;



 


		(b)	payments of the purchase price of Debts will be made in the currency for payment specified on the
Invoice where such currency is also a Prepayment Currency. In all other cases those payments will be made in sterling;



 


		(c)	where Prepayments are to be made in sterling and not the currency for payment specified on the
Invoice, Debts will be converted at the Spot Rate of Exchange on the date of Notification.



 


		8.2	If the Client does not have Credit Management:



 


		(a)	Debts must be Notified in the currency for payment specified on the Invoice unless such currency
is not a Prepayment Currency, in which case the Notification must be made in sterling following conversion at the Client's Exchange
Rate;



 


		(b)	payments of the purchase price of Debts will be made in the Prepayment Currency in which Debts
are Notified.



 


		8.3	Where relevant, to calculate:



 


		(a)	a purchase price of a Debt, a Remittance or Credit Protection Payment conversion will be at the
Spot Rate of Exchange when it is credited to a Discounting Account; and



 


		(b)	a Repurchase Price, Debts will be converted at the Spot Rate of Exchange when HIF exercises Recourse.



 


		8.4	All gains and losses resulting from fluctuations in exchange rates will be for the Client's account.



 




    	HIF ST&C  09/2012	Page 3	 



    	 



    

 


		9.	IIF



 


		9.1	The Client agrees to the IIF Applicable Rules and Terms published by HIF from time to time.



 


		9.2	If the Client does not have Credit Management by the 15th day of each calendar month (or such other
day as HIF may determine) the Client will provide the following in a form approved by HIF, together with any other information
that HIF may require:



 


		(a)	an aged analysis of all unpaid Notified Debts by reference to each Customer; and



 


		(b)	the Client's sales ledger control account,



 


in each case made up
to the last day of the preceding calendar month.


 


		10.	FEES AND CHARGES



 


		10.1	The Client will pay the fees and charges detailed in the Agreement.



 


		10.2	The Arrangement Fee is payable on or around the Commencement Date and is charged to the Client
to set up the arrangements described in the Agreement.



 


		10.3	The Facility Review Fee is payable on each anniversary of the Commencement Date and is charged
to the Client for HIF undertaking an annual review of the facilities which HIF provides to the Client.



 


		10.4	The Client will pay the Service Charge in the applicable Prepayment Currency. The Service Charge
is payable for HIF providing IIF, administering the Client's Current Account and Discounting Account, calculating Availability,
establishing Funding Limits and Credit Protection Limits, managing the Clients facilities, providing Credit Management (where that
Product has been selected) and providing reports and conducting routine audits. If the Service Charge is calculated as a percentage
of the value of Notified Debts, HIF may increase the amount of Service Charge payable at any time to ensure that the minimum annual
Service Charge payment is made.



 


		10.5	Unless expressly provided to the contrary in the Agreement, the Client will pay all bank commissions
incurred by HIF for which HIF considers it to be liable in maintaining any Collection Account, collecting Remittances and any taxes
incurred, and the costs of any action taken under or in relation to the Agreement.



 


		10.6	If HIF agrees to a request from the Client to terminate the Agreement within the Minimum Period
or Notice Period (without any obligation upon HIF to do so), HIF will be entitled to the charges and/or fees that would have been
payable to HIF had the Minimum Period or Notice Period been served, and those charges and/or fees include:



 


		(a)	any Service Charge which, if expressed as a percentage of Notified Debts, shall be calculated by
reference to the average monthly turnover of Notified Debts for the 12 full calendar months before termination or, otherwise, for
each full calendar month that the Agreement has been in operation; and



 


		(b)	Discounting Margin calculated at a daily rate based on the average balance on each Discounting
Account over the 12 full calendar months before termination or, otherwise, the average balance on the Discounting Account for each
full calendar month that the Agreement has been in operation.



 


		10.7	If the Client fails to make payment of any credit insurance premium by its due date for payment
or fails to produce any premium receipt to HIF on demand, HIF may at the Client's expense make any such payment to the relevant
insurer, or effect or renew such credit insurance policy as HIF may consider necessary, and any sums paid by HIF in this regard
will be debited to a Current Account and Discounting Account until repaid promptly by the Client upon HIF's request, together with
the Discounting Charge accrued at two percentage points above the then applicable Discounting Margin.



 




    	HIF ST&C  09/2012	Page 4	 



    	 



    

 


		10.8	If in the opinion of HIF there has been a material deterioration in the Client's financial condition
or operating performance, HIF may charge the Client a monthly monitoring fee for additional work undertaken by HIF monitoring and
reviewing the Client and its ledgers.



 


		10.9	Unless HIF advises otherwise, VAT will be payable by the Client on all fees and charges payable
to HIF under or in connection with the Agreement other than the Discounting Charge.



 


		11.	CREDIT PROTECTION



 


If the Client has Credit Protection
(which is only available in conjunction with at least one other product provided by HIF):


 


		11.1	HIF will provide an Automatic Credit Protection Limit for an existing or a new Customer domiciled
in the United Kingdom, Ireland, the Isle of Man and the Channel Islands in the amount specified in the Agreement, provided that
neither the Client nor HIF is aware of any adverse information in respect of that Customer, reasonable enquiries having been made
by the Client.



 


		11.2	HIF may, at HIF's discretion, establish a Credit Protection Limit following a request by the Client.
If a Credit Protection Limit is lower than the Automatic Credit Protection Limit, the Credit Protection Limit will apply.



 


		11.3	HIF may, by notice to the Client, increase, reduce or cancel a Credit Protection Limit with immediate
effect, but the reduction or cancellation of a Credit Protection Limit will be without prejudice to existing Credit Protected Debts.



 


		11.4	A Debt will not be a Credit Protected Debt if:



 


		(a)	its Notification causes the Credit Protection Limit to be exceeded (and for the purpose of determining
the Debts which are Credit Protected, the Debts due from the relevant Customer will be taken in the order they become due for payment);
or



 


		(b)	the Client is in breach of any warranty or undertaking relating to it; or



 


		(c)	it is in respect of interest; or



 


		(d)	it is within First Loss; or



 


		(e)	it is an Existing Debt which is 60 days or more past Due Date; or



 


		(f)	payment does not arise due to Force Majeure; or



 


		(g)	the Client has failed to comply with its obligations under Condition 11.5; or



 


		(h)	it is outstanding on the Termination Date (even if previously a Credit Protected Debt and a Credit
Protection Payment has been made by HIF to the Client); or



 


		(i)	it is that part of the Debt applicable to VAT; or



 


		(j)	it has been created on payment terms not approved by HIF in writing or otherwise agreed by HIF
in writing.



 


		11.5	This Condition is applicable if the Client does not have Credit Management.



 


If a Credit Protected Debt remains
unpaid on the earliest of (i) 60 days past Due Date (ii) 120 days from the date of the Invoice and (iii) such other time as HIF
may specify in writing, the Client will:


 


		(a)	within 7 days notify the relevant Customer that all its Debts have been assigned to HIF; and



 




    	HIF ST&C  09/2012	Page 5	 



    	 



    

 


		(b)	within 15 days submit to HIF instructions to collect in the form determined by HIF and provide
HIF with all records (in whatever form) relating to its attempted collection of the Debt, such evidence as is required by HIF of
the Client's performance of the Contract of Sale and any other information HIF may require,



 


			and if, for any reason, the Client fails to comply with these obligations, all Credit Protected
Debts of the relevant Customer will automatically become Unprotected Debts with immediate effect.



 


		11.6	If a Credit Protected Debt:



 


		(a)	other than an Existing Debt, remains unpaid 120 days past Due Date, or such other period as HIF
may determine and notify to the Client; or



 


		(b)	is payable by a Customer which HIF is advised is Insolvent,



 


HIF will credit the relevant
Discounting Account with a sum equal to the Credit Protected Debt less VAT if applicable, provided that the Client:


 


		(i)	is in compliance with its obligations under the Agreement; and



 


		(ii)	has kept HIF apprised of all information which HIF might reasonably be expected to require concerning
non-payment of the Credit Protected Debt.



 


		11.7	If a Credit Protected Debt is later determined by HIF to be an Unprotected Debt, any credit to
a Discounting Account will be reversed by HIF.



 


		11.8	The Client may not, without HIF's prior written consent, contract on any terms (including cash
payment or proforma terms) with a Customer (or any successor business of the Customer) if a Credit Protected Debt applicable to
that Customer remains outstanding 120 days past Due Date, until the Credit Protected Debt is fully discharged.



 


		11.9	If the VAT Bad Debt Scheme applies to a Credit Protected Debt, HIF will reassign the Debt and/or
prove in the Customer's Insolvency Proceedings in the Client's name.



 


		11.10	Any dividend received by the Client following the Customer becoming Insolvent will be allocated
between HIF and the Client pro rata to the value of Credit Protected Debts and Unprotected Debts owing by the Customer at the date
the Customer became Insolvent.



 


		11.11	The aggregate value of all costs incurred in relation to the collection of Debts which have not
been recovered from the Customer upon HIF concluding its collection activity will, in respect of those Debts, be allocated between
HIF and the Client pro rata to the value of Credit Protected Debts and Unprotected Debts.



 


		11.12	For the avoidance of doubt, any Debts that are outside the Credit Protection Limit specified for
the relevant Customer, including those within the Funding Limit (if a Funding Limit has been agreed), will be treated as Unprotected
Debts.



 


		12.	CREDIT MANAGEMENT



 


		12.1	HIF will provide Credit Management if:



 


		(a)	the Agreement confirms that this product is to be provided; or



 


		(b)	the Client's agency to collect Debts has been terminated.



 


		12.2	If the Client has Credit Management:



 


		(a)	HIF will collect Debts and manage the Client's sales ledger accounts in such manner and upon such
terms as it may in its absolute discretion think fit;



 




    	HIF ST&C  09/2012	Page 6	 



    	 



    

 


		(b)	the Client will ensure that notice of assignment of each Debt is given to each Customer in any
way HIF requests; and



 


		(c)	the Client will provide HIF with all information HIF may require to enable it to provide Credit
Management.



 


		13.	TRUST



 


		13.1	Immediately on receiving a Remittance the Client will deliver the original Remittance to HIF or
pay it to a Collection Account.



 


		13.2	Before delivery of a Remittance to HIF, the Client will hold it on trust for HIF and separately
from the Client's own monies.



 


		13.3	The Client will hold on trust for HIF any Debt and its proceeds which fails to be transferred effectively
to HIF.



 


		14.	COLLECTION OF DEBTS



 


		14.1	If the Client does not have Credit Management, the Client is appointed as HIF's agent for the collection
of Debts and it will, at the Client's expense, collect and enforce payment of all Debts.



 


		14.2	HIF may at any time give the Client notice to terminate its agency to collect all or any Debts.
After termination of the agency the Client will not claim to be or otherwise hold itself out as being HIF's agent for any purpose.



 


		14.3	HIF and not the Client has the sole right to enforce payment of and collect any Debt, so long as
HIF is the owner of it, and to compromise any Debt and to institute, defend or compromise proceedings relating to any such Debt
in such manner and on such terms as it may in its absolute discretion think fit.



 


		14.4	The Client will provide HIF with all assistance and co-operation that HIF may require to enable
HIF to collect, settle and enforce payment of Debts.



 


		15.	RETURNED GOODS



 


		15.1	All Returned Goods belong to HIF and may be dealt with as HIF deems appropriate. The proceeds arising
from such dealings will be treated as Remittances.



 


		15.2	HIF may take possession of Returned Goods at any time by (if necessary) entering premises under
the Client's control.



 


		15.3	All Returned Goods will be (a) notified to HIF, marked with HIF's name as owner and, upon request,
delivered to HIF or as HIF directs and (b) kept separate from the Client's assets.



 


		15.4	This Condition 15 does not affect HIF's rights resulting from any breach of Condition 16 (Warranties).



 


		16.	WARRANTIES



 


		16.1	The Client warrants that (a) it has disclosed and will disclose to HIF every fact which might influence
HIF's decision to enter into or continue the Agreement, purchase a Debt or to accept any person as a Guarantor and (b) all facts
and information disclosed to HIF by the Client were true and accurate at the time provided.



 


		16.2	The inclusion of a Debt in a Notification is a warranty by the Client to HIF that:



 


		(a)	the goods or services have been Delivered and the Contract of Sale has been performed so that the
Debt is an undisputed and enforceable payment obligation of the relevant Customer;



 




    	HIF ST&C  09/2012	Page 7	 



    	 



    

 


		(b)	the Debt is payable within the Standard Payment Terms or such other terms as agreed by HIF in writing;



 


		(c)	the Debt is owned by the Client and not subject to any Security Interest in favour of a third party;



 


		(d)	the Debt has not been previously Notified to HIF;



 


		(e)	the Debt is not a Non-Notifiable Debt (unless HIF has told the Client to Notify the relevant Debt
under Condition 6.5);



 


		(f)	the relevant Customer is not Insolvent;



 


		(g)	the Debt is payable in a Debtor Currency and without retention, set-off, deduction or counterclaim
except for any prompt settlement discount not exceeding five per cent of the Notified value of the Debt or
such other percentage confirmed by HIF in writing;



 


		(h)	the Debt is freely assignable and is payable under a Contract of Sale governed by (i) English,
Scots or Northern Irish law, provided that either the Client or the Customer is located in the jurisdiction whose law governs the
contract or (ii) any other law approved by HIF in writing;



 


		(i)	if a Customer is located outside the United Kingdom, Ireland, the Isle of Man and the Channel Islands,
the relevant Contract of Sale includes the relevant Incoterms and is in writing;



 


		(j)	the correct details of the Customer appear on documents evidencing the Debt;



 


		(k)	all details contained in the Notification are correct and complete; and



 


		(l)	the person signing or delivering the Notification has the authority to do so.



 


		17.	UNDERTAKINGS



 


		17.1	The Client undertakes to:



 


		(a)	pay to HIF immediately on demand:



 


		(i)	any debit balance on all or any of the Current Accounts plus all other Liabilities;



 


		(ii)	any amount by which a Retention exceeds a Current Account credit balance at any time;



 


		(iii)	any payment made to the Client in error;



 


		(b)	immediately inform HIF of:



 


		(i)	a change in the management, ownership or control of the Client or a Guarantor;



 


		(ii)	a change to the Client's trading style or the Client adopting a new trading style;



 


		(iii)	the Client, its Associate, a Guarantor or a Customer becoming Insolvent;



 


		(iv)	any information it knows about a Customer which might adversely impact the recovery of a Debt,
including but not limited to a dispute with a Customer or any change in a Customer's status, address or creditworthiness; and



 


		(v)	a Customer claiming or being entitled to exercise any retention, set-off, deduction or counterclaim;



 




    	HIF ST&C  09/2012	Page 8	 



    	 



    

 


		(c)	immediately upon HIF's request (or such other time limit as HIF may specify):



 


		(i)	provide the Debt Records, evidence of the performance of a Contract of Sale and any information
(certified if required) relating to a Customer, the Client or their operations;



 


		(ii)	procure that the Client's auditors report directly to HIF;



 


		(iii)	do anything HIF requires to carry out the purposes of the Agreement;



 


		(iv)	exercise any retention of title rights under a Contract of Sale;



 


		(v)	not issue any credit note without HIF's prior approval;



 


		(d)	maintain full accounting records consistently and in accordance with generally accepted accounting
standards, and deliver them to HIF on request;



 


		(e)	provide HIF with details (in a form acceptable to HIF) of all credit notes issued to Customers
in the immediately following Notification and in any event within 7 days of the credit note being issued;



 


		(f)	ensure that all Invoices and similar documents contain payment terms and, if applicable, the relevant
Incoterm;



 


		(g)	protect the Associated Rights and deliver them to HIF on request;



 


		(h)	hold insurances appropriate to the Client's business;



 


		(i)	pay all and any credit insurance premiums and provide evidence to HIF of any such payment immediately
upon HIF's request;



 


		(j)	comply with the User Guides, HIF's procedures relating to the Agreement and any request of HIF
intended to preserve HIF's interest in Debts and/or mitigate any Liabilities, including signing additional documents, and allow
any employee or agent of HIF to enter the Client's premises, to check Debt Records and to copy them, at the Client's expense;



 


		(k)	comply with the Data Protection Act and allow HIF to fulfil its obligations set out in the Data
Protection Statement;



 


		(l)	at all times comply with all laws, regulations and practices relating to the protection of the
environment from pollution relevant to the Client or its business, and notify HIF of any circumstances which may prevent full compliance
in the future; and



 


		(m)	endeavour to immediately resolve any dispute.



 


		17.2	The Client undertakes that it will not, without HIF's prior written consent:



 


		(a)	raise Invoices which state that payment must be made in any currency other than a Debtor Currency;



 


		(b)	other than to HIF, grant any Security Interest which could affect the Debts or enter into any agreement
for the financing of Debts or any other debt or allow any Associate of the Client to do the same;



 


		(c)	subcontract to another person the performance of any of the Client's obligations to HIF;



 


		(d)	disclose any information from HIF relating to Customers or the Agreement;



 


		(e)	cancel or vary any terms of a Contract of Sale which have been approved by HIF;



 




    	HIF ST&C  09/2012	Page 9	 



    	 



    

 


		(f)	change the nature of the Client's business; or



 


		(g)	create Debts in relation to goods or services which are Delivered over a period which exceeds 60
days or where payment is due or an Invoice is issued 6 Months or more after delivery or over a period longer than permitted by
any currency exchange control or other applicable regulations.



 


		17.3	Following a notice from HIF, the Client undertakes that it will not, without HIF's prior written
consent, appoint any person as the Client's agent for the delivery of goods.



 


		18.	TERMINATION EVENTS



 


HIF may immediately terminate
the Agreement at any time after the happening of any of the following events:


 


		18.1	a breach of a Finance Document or an agreement between HSBC and either the Client or an Associate
of the Client;



 


		18.2	a breach of any agreement, representation or undertaking, given by a third party, in reliance upon
which HIF has entered into the Agreement or made any payment under it;



 


		18.3	the Client's or a Guarantor's repayment obligation to a third party being declared due prior to
its stated maturity date or if the Client or Guarantor does not pay it when due;



 


		18.4	in the opinion of HIF a material deterioration in the Client's financial condition or operating
performance;



 


		18.5	a change, whether direct or indirect, in the Client's ownership, control or constitution without
HIF's prior written consent and which HIF considers significant;



 


		18.6	the Client, an Associate of the Client or a Guarantor becoming Insolvent;



 


		18.7	the service of a notice to discontinue a Guarantee or the death of a Guarantor;



 


		18.8	the termination of any waiver, consent or priority arrangement given in favour of HIF;



 


		18.9	a change of the Client's or Guarantor's domicile to a country outside the country in which it was
incorporated on the date of the Agreement;



 


		18.10	any criminal conviction (other than for motoring offences) of the Client or any of its Senior Management
or any Guarantor.



 


		18.11	a Participating Member State which is a Client Jurisdiction ceases to be a Participating Member
State and/or otherwise takes steps to redenominate payments in Euro into another substitute currency.



 


		19.	RIGHTS FOLLOWING A TERMINATION EVENT



 


		19.1	Following a Termination Event or HIF's reasonable belief that a Termination Event may have occurred
or may occur, HIF may:



 


		(a)	without notice reduce the Prepayment Percentage (including to zero) or increase the Retention on
all or any Current Accounts;



 


		(b)	withdraw all or any of the products selected in the Agreement;



 


		(c)	demand repayment of any Prepayments made in respect of unpaid Debts;



 


		(d)	withdraw or reduce any Limit (including to zero);



 




    	HIF ST&C  09/2012	Page 10	 



    	 



    

 


		(e)	designate all or any Debts as Ineligible Debts;



 


		(f)	increase the Discounting Margin by 2 per cent;



 


		(g)	to the extent not already debited to a Current Account, net off Liabilities against sums due by
HIF to the Client and/or demand payment of any debit balance on all or any Discounting Accounts from the Client;



 


		(h)	designate all Credit Protected Debts as Unprotected Debts;



 


		(i)	terminate the Agreement;



 


		(j)	withdraw the Clients' ability to use IIF; and



 


		(k)	without notice apply Additional Retentions on all or any Current Accounts.



 


		19.2	The Client's right to draw from any Current Account will be treated as ceasing immediately prior
to any attachment or third party debt order against monies due by HIF to the Client.



 


		19.3	At any time after the occurrence of a Termination Event other than a breach of the Agreement, or
if the Client has been HIF's agent to collect Debts and that agency has terminated, the Client will pay to HIF an additional service
charge to cover HIF's costs of managing the sales ledger and collecting Debts, of up to 10 per cent of (i) the value of unpaid
Debts at the date of the occurrence of the Termination Event or termination of the agency (giving credit for any Service Charge
previously charged on the unpaid Debts) and (ii) all Debts subsequently Notified to HIF.



 


		19.4	At any time after a breach of the Agreement which HIF considers to be material, the Client will
indemnify HIF for all additional costs incurred by HIF in consequence of the breach, including the additional costs of collecting
Debts. HIF may estimate the amount of its claim and debit the relevant sum to a Current Account and Discounting Account at any
time on or after the date of the occurrence of the breach of the Agreement. The Client agrees that a reasonable estimate of the
anticipated costs will be equivalent to 10 per cent of the Notified value of unpaid Debts on the date HIF becomes aware that the
material breach has occurred. If HIF's estimate exceeds the amount to which HIF is entitled under this indemnity, HIF will credit
the excess to a Current Account and Discounting Account when the collection of all Debts has been completed.



 


		20.	TERMINATION RIGHTS



 


The termination of the Agreement
will not affect rights and obligations in respect of any Debts which were created before the Termination Date, including the accrual
of the Discounting Charge and HIF's rights to set off monies or consolidate accounts. These rights and obligations will continue
until all monies due under the Agreement have been paid.


 


		21.	RECOURSE AND REASSIGNMENT



 


		21.1	HIF may exercise Recourse in respect of (i) an Ineligible Debt or (ii) (save for any amount due
to the Client under Condition 11.6) the balance of an unpaid Debt at any time, and in respect of all Debts on or following the
occurrence of a Termination Event or the Termination Date.



 


		21.2	When the Client has paid the Repurchase Price for any unpaid Debt, the relevant Debt will become
the property of the Client.



 


		21.3	When a Customer becomes an Excluded Customer, any Debts which become Excluded Debts are automatically
reassigned to the Client by HIF. The Repurchase Price for those Excluded Debts will be debited to a Current Account.



 


		22.	PAYMENTS AND SET-OFF



 


		22.1	All payments to HIF must be made without set-off and without any deduction on account of any tax,
duty or other charge, unless a deduction is required by law. If a deduction is required by law, the Client will increase the payment
so that HIF receives the amount due to it before the deduction.



 




    	HIF ST&C  09/2012	Page 11	 



    	 



    

 


		22.2	HIF may set off any Liabilities against any amount owing by HIF to the Client or combine any accounts
relating to the Client. HIF may exercise these rights, without prior notice, both before and after demand, and to do so may convert
any amount in a different currency to sterling at the Spot Rate of Exchange.



 


		23.	INDEMNITY



 


			Unless expressly provided to the contrary in the Agreement, the Client indemnifies HIF against
Liabilities incurred in relation to any Finance Document, including the costs of establishing title to and collecting Debts.



 


		24.	COMMUNICATION WITH CUSTOMERS AND THIRD PARTIES



 


		24.1	The Client authorises HIF to communicate with HSBC and the Client's Customers, Guarantors, credit
insurers, bank, auditors, accountants and other professional advisers in relation to any Finance Document as HIF considers necessary.



 


		24.2	While the Client is HIF's agent to collect Debts, any communication by HIF with Customers will
be for the purpose of confirming that Notified Debts comply with the warranties and undertakings given by the Client in relation
to those Debts or any other purpose authorised by the Client.



 


		25.	PARTNERSHIPS AND SOLE TRADERS



 


Conditions 25.1 to 25.4 will
apply if the Client is a partnership other than an LLP.


 


		25.1	Under the Finance Documents, all undertakings and warranties to HIF are given by each partner,
and the obligations of each partner to HIF are joint and several.



 


		25.2	The Client represents that all of its partners signed the Agreement.



 


		25.3	The Client will notify HIF in writing if any partner ceases to be a partner (Former Partner)
or a new partner joins the partnership, and will sign additional documentation required by HIF and permit HIF, at the Client's
expense, to effect, renew or vary any registration in the Register of Assignment of Book Debts. A Former Partner will have no obligation
to HIF for matters occurring after the later of the date of retirement or the date HIF receives notice of retirement but will remain
fully liable to HIF for all matters occurring prior to that date.



 


		25.4	HIF may:



 


		(a)	release or conclude an agreement with any partner(s), without affecting its rights against the
others;



 


		(b)	treat a notice or demand by (i) HIF, as a notice or demand given to all partners, and (ii) any
partner, as a notice or demand given by all partners;



 


		(c)	treat the Agreement as binding upon any executor, administrator or personal representative of any
partner and upon any committee, receiver, trustee or other persons acting on behalf of any partner; and



 


		(d)	account to the Client and/or exercise all rights of set-off against the Client, despite any change
in the partnership.



 


		25.5	If the Client is a sole trader it will seek HIF's consent before becoming a partnership and then
permit HIF to effect, renew or vary any registration in the Register of Assignment of Book Debts, at the Client's expense.



 




    	HIF ST&C  09/2012	Page 12	 



    	 



    

 


		26.	CONNECTED CLIENTS



 


		26.1	If the Agreement refers to Connected Clients the provisions
of this Condition 26 shall apply.



 


		26.2	The following definitions replace those in Condition 34:



 


Concentration Limit
at any time, the maximum value of all outstanding Debts payable by a single Customer to all Connected Clients that HIF will consider
to be Eligible Debts calculated by applying the Concentration Percentage to the aggregate value of all outstanding Eligible Debts
of all Connected Clients


 


Facility Limit: the
maximum aggregate value of Prepayments that the Connected Clients may take from HIF at any time, being the amount specified as
such in each Connected Agreement.


 


		26.3	After the Commencement Date HIF may in its discretion:



 


		(a)	agree to enter into an agreement for the purchase of debts with a person and add that Associate
as a Connected Client; and



 


		(b)	agree to terminate an agreement for the purchase of debts with a Connected Client.



 


		26.4	An Associate will become or cease to be a Connected Client on the date that HIF confirms the names
of the Connected Clients to the Client and the other Connected Clients.



 


		26.5	HIF may, at its discretion treat the occurrence of a Termination Event under a Connected Agreement
as a Termination Event under the Agreement.



 


		27.	SCOTTISH DEBTS



 


		27.1	If the Client assigns Scottish Debts to HIF, the provisions of this Condition 27 shall apply.



 


		27.2	The Client is constituted a trustee for HIF to hold all Scottish Debts in trust for HIF until:



 


		(a)	HIF receives payment in full for the Scottish Debts or HIF completes its title to the Scottish
Debts; or



 


		(b)	HIF receives payment of other money or property relating to the Scottish Debts or completes title
to that property.



 


		27.3	HIF acknowledges intimation of the creation of the trust described above. If requested by HIF the
Client will at its own expense give notice to any person of the trust and that any payment is to be made to HIF.



 


		27.4	HIF may at any time require the Client, as trustee, or any other person who may have become trustee,
to transfer to HIF absolutely the whole or any part of the property of the trust and to perform any other acts as HIF considers
necessary to protect HIF's interests.



 


		28.	SERVICE OF NOTICE



 


		28.1	HIF may deliver a notice, in writing, in person or by post, fax or email, to the Client at:



 


		(a)	the contact details last known to HIF; or



 


		(b)	the Client's registered office,



 


or through IIF.


 




    	HIF ST&C  09/2012	Page 13	 



    	 



    

 


		28.2	A notice by HIF will be deemed given:



 


		(a)	if delivered in person, at the time of delivery; or



 


		(b)	if by post, on the day after posting; or



 


		(c)	if by IIF or by fax or email, at the time of sending.



 


		28.3	The Client must serve notice in writing to HIF's address which is detailed with its execution at
the end of the Agreement or the address subsequently notified to the Client for this purpose.



 


		29.	VARIATIONS



 


		29.1	HIF may change any term of the Agreement. HIF will tell the Client when the change comes into effect.



 


		29.2	Without affecting HIF's rights under Condition 20 (Termination rights), if any change under
Condition 29.1 to the terms of the Schedule to the Agreement is to the Client's detriment, then HIF will give at least 30 days’
notice of the changes. At any time before the effective date of such change, the Client may give notice to terminate the Agreement
of not less than the Notice Period and:



 


		(a)	the proposed change to the Schedule will not take effect; and



 


		(b)	if termination is within the Minimum Period, HIF will be entitled to the charges and/or fees described
in Condition 10.6 that would have been payable had the Minimum Period been served.



 


		29.3	If the Debtor Currencies and/or Prepayment Currencies include Euro, HIF may change any term of
the Agreement that HIF considers to be necessary if at any time:



 


		(a)	any currently Participating Member State ceases to be
a Participating Member State; or



 


		(b)	any currently Participating Member State takes steps to redenominate all or any monetary obligations
in Euro into another substituted currency; or



 


		(c)	the Euro ceases to exist as a currency.



 


			HIF will tell the Client when such changes take effect but may make such changes immediately effective
without any requirement for notice to be given under Condition 29.2 or otherwise. Such changes may include HIF’s right to
substitute sterling or any other currency HIF deems necessary for the Euro.



 


		30.	NOVATION AND ASSIGNMENT



 


		30.1	The Client must not assign or delegate all or any of its rights, benefits or duties under the Agreement
without HIF's prior written consent.



 


		30.2	Subject to HIF agreeing an appropriate confidentiality undertaking with anyone outside HSBC, HIF
may give to anyone any information about the Client or any Finance Document in connection with any proposed transfer of, or financial
arrangement relating to, any Finance Document. HIF may allow another person to take over any of its rights and duties under any
Finance Document. The Client will execute any documents HIF may require in this regard.



 


		31.	PARTIAL INVALIDITY



 


If, at any time, any provision
of the Agreement is or becomes illegal, invalid or unenforceable in any respect, the legality, validity or enforceability of the
remaining provisions will not in any way be affected or impaired.


 




    	HIF ST&C  09/2012	Page 14	 



    	 



    

 


		32.	OTHER



 


		32.1	A reference to a person will be construed as a reference to any person, firm, company, state body
or organisation (whether or not having separate legal personality).



 


		32.2	A reference to a document is to the document as varied, restated, replaced or novated.



 


		32.3	The singular includes the plural and vice versa.



 


		32.4	A reference to a statute is to it as re-enacted, amended or replaced from time to time.



 


		32.5	A reference to HIF or HSBC includes its successors.



 


		32.6	HIF may rely on any signature, act or communication sent by a person purporting to be authorised
to act on behalf of the Client even if that person lacked the relevant authority.



 


		32.7	The definition of:



 


		(a)	Agreed Customer is not used in the Agreement. It is a defined term because it may be cross referred
to in ancillary documentation relating to the Client; and



 


		(b)	Prepayment Currency is used for the purpose of effecting currency conversions only, where the Client
does not draw Prepayments.



 


		33.	LAW



 


		33.1	The Agreement is governed by the law of the country referred to in the Schedule and the courts
of that country will have exclusive jurisdiction to determine any dispute or claims relating to the Agreement or its formation
(including non-contractual disputes or claims).



 


		33.2	For the benefit of HIF, the Client irrevocably submits to the jurisdiction of the relevant courts
and irrevocably agrees that a judgment in any proceedings in connection with the Agreement by those courts will be conclusive and
binding on the Client and may be enforced against the Client in the courts of any other jurisdiction.



 


		33.3	Where the Agreement is governed by Scots law the Client consents to registration of the Agreement
and of any certificate issued under Condition 7.7 for execution.



 


		34.	DEFINITIONS



 


Terms defined in the Agreement will have
the meanings ascribed to those terms in the Agreement, its Schedule and these Standard Terms & Conditions.


 


Additional Retentions an amount
equal to the aggregate value of (a) all and any payments that have fallen due and not been paid in respect of any Finance Document
or any agreement between HSBC and the Client and (b) in respect of any Finance Document or any agreement between HSBC and the Client
requiring periodic loan, hiring, leasing or other payments an amount equal to the next payment instalment falling due.


 


Agreed Customer has the same meaning
as Customer


 


Agreement has the meaning given
in the agreement for the purchase of debts which refers to these Standard Terms and Conditions


 


Associate has the meaning given
to it in section 1152 Companies Act 2006 and section 184 Consumer Credit Act 1974


 


Associated Rights all rights relating
to a Debt or Contract of Sale including (a) the Client's rights as an unpaid seller (b) title to Returned Goods (c) the benefit
of insurances (d) all Remittances, Security Interests, bonds, guarantees and indemnities (e) accounting records (f) any Debt Records
and (g) interest


 




    	HIF ST&C  09/2012	Page 15	 



    	 



    

 


Availability the maximum aggregate
amount available to be paid by HIF to the Client at any time, being any credit balance on a Current Account less the Retention,
which does not exceed the Facility Limit


 


Bank HSBC Bank plc (company number
00014259)


 


Base Rate for sterling, the Bank's
base rate, and for each other Prepayment Currency, the rate quoted to HIF, from time to time, by the Bank


 


Client's Exchange Rate on the date
that a Debt is Notified, the rate quoted to the Client by its bankers for the exchange of the currency in which the Debt is Notified
to another currency


 


Client Jurisdiction (i) the jurisdiction
of incorporation of the Client, (ii) the jurisdiction of the centre of main interest of the Client, or (iii) a jurisdiction where
a substantial proportion of the Client’s assets are located


 


Collection Account any bank account
to which HIF agrees the proceeds of Debts may be paid


 


Concentration Limit at any time,
the maximum value of outstanding Debts of a single Customer that HIF will consider to be Eligible Debts calculated by applying
the Concentration Percentage to the aggregate value of all outstanding Eligible Debts


 


Connected Agreement any agreement
for the purchase of debts entered into between HIF and a Connected Client


 


Contract of Sale a contract between
the Client and a Customer for the hiring and/or supply of goods and/or the provision of services


 


Conversion Costs bank charges incurred
by HIF in collecting and/or converting into a Prepayment Currency any Debt or Remittance payable in another Prepayment Currency
or a currency other than a Prepayment Currency


 


Covenant the covenants described
at Condition 5 (Covenants)


 


Credit Management HIF's management
of sales ledgers relating to Debts and providing related information to the Client


 


Credit Protected Debt a Debt designated
by HIF as being subject to Credit Protection, which is not subject to any of the features detailed in Condition 11.4


 


Credit Protection the purchase of
a Debt without Recourse subject to the Credit Protection Limit and Credit Protection Percentage


 


Credit Protection Limit the monetary
limit set by HIF which, in relation to a Customer (being the legal person named by HIF), is the maximum aggregate value of its
unpaid Debts which may be Credit Protected Debts, the value of which is the Automatic Credit Protection Limit unless otherwise
changed by HIF


 


Credit Protection Payment a payment
made pursuant to Condition 11.6


 


Credit Protection Percentage the
percentage used by HIF to calculate a Credit Protection Payment, being the percentage specified as such in the Agreement


 


Current Account an account maintained
by HIF in the Client's name to record dealings between the parties


 


Customer a person carrying on business
to whom goods and/or services are or may be supplied under a Contract of Sale


 


Data Protection Act the Data Protection
Act 1998, any Act of Parliament which comes into effect after the date of the Agreement in relation to data protection or any related
subordinate legislation


 




    	HIF ST&C  09/2012	Page 16	 



    	 



    

 


Data Protection Statement the data
protection statement published by HIF from time to time


 


Debt any monetary claim or other
obligation (including any tax, duty or interest), present, future or contingent, of any Customer under a Contract of Sale and all
Associated Rights other than an Excluded Debt


 


Debt Records any document evidencing
a Contract of Sale including (without limitation) any quotation, purchase order, invoice, sales acknowledgement, delivery note,
completion certificate, books, accounts, computer and other records, any correspondence and any other documents relating to Debts
that HIF may designate a Debt Record


 


Debt Turn is the number of days
between the Relevant Day and the End Day inclusive, where:


 


		(a)	Relevant Day is the last day of each calendar month



 


		(b)	End Day is the day on which OD is equal to ND



 


		(c)	OD is the aggregate value of all Notified Debts outstanding on the Relevant Day



 


		(d)	ND is the aggregate value of Notified Debts net of Dilutions Notified on days which immediately
precede the Relevant Day



 


Delivered (a) in relation to goods,
unless otherwise specified by HIF in writing, either (i) dispatched in the United Kingdom, Ireland, the Isle of Man or the Channel
Islands (Local Territory) to the order of a Customer located in a Local Territory, or (ii) received by the Customer, and
(b) in relation to services, the provision of the services has completed


 


Dilutions (a) the value of any credit
note or debit note issued to or by Customers (b) the amount of any other deduction, discount or allowance taken or claimed by Customers,
and (c) the value of all claims from or defences by Customers which have arisen or may arise


 


Discounting Account a memorandum
account for the purpose of calculating Discounting Allowances and Discounting Charges


 


Discounting Allowance an allowance
paid by HIF to the Client which is calculated daily by applying the Base Rate less the Allowance Margin to the credit balance on
a Discounting Account


 


Discounting Charge the charge for
HIF making Prepayments to the Client which is deducted from the purchase price of Debts, and calculated daily by applying the Discounting
Margin plus the Base Rate to the debit balance on a Discounting Account


 


Disputed Debt a Debt which is disputed
by the Customer, where the dispute could affect HIF's ability to collect the Debt


 


Due Date the date that a Debt is
due for payment as stated in an Invoice


 


Eligible Debt any Debt which is
not a Non-Notifiable Debt or an Ineligible Debt


 


Euro the single currency unit of
the Participating Member States


 


Excluded Customer a Customer (or
an Associate of such Customer) listed, or whose registered office is located in a country listed, as subject to sanction by HM
Treasury or the US Treasury's Office from time to time.


 


Excluded Debt any monetary claim
or other obligation of any Excluded Customer


 


Existing Debt a Debt which is not
a Non-Notifiable Debt and is wholly or partly unpaid at the Commencement Date


 


Facility Limit the maximum aggregate
value of Prepayments that the Client may take from HIF at any time, being the amount specified as such in the Agreement


 




    	HIF ST&C  09/2012	Page 17	 



    	 



    

 


Finance Document the Agreement,
the Security Documents and any other agreement or ancillary documentation entered into between the Client and HIF


 


Finance the arrangements for the
sale and purchase of debts at a discount provided under the terms of the Agreement and entitling the Client to receive Prepayments


 


First Loss the fixed amount of a
Credit Protected Debt which is not subject to Credit Protection despite being within the Credit Protection Limit, being the amount
set out in the Schedule to the Agreement


 


Force Majeure any event or circumstance,
whether arising from natural causes, human intervention or otherwise that is beyond HIF’s control or the control of the Customer
including: (a) strikes, lockouts, labour disputes, riot, civil commotion, war, fire, flood or act of god and (b) laws, acts or
direction of any government, government agency or other legislative authority (including, but not limited to, any such law, act
or direction prohibiting or limiting the Customer’s ability to make payment of a Debt or redenominating a Debt into another
currency)


 


Funding Limit the monetary limit
set by HIF which, in relation to a Customer (being the legal person named by HIF), is the maximum aggregate value of its unpaid
Debts which may be Eligible Debts, the value of which is the Automatic Funding Limit unless otherwise specified by HIF


 


Future Debt a Debt which is not
a Non-Notifiable Debt and is created after the Commencement Date


 


Guarantor any person who has given
a guarantee and/or indemnity of the Liabilities and Guarantee means either of these


 


HSBC HSBC Holdings plc and/or its
subsidiaries and/or associated companies and/or any of its or their agents


 


IIF Internet Invoice Finance or
any other internet platform through which HIF and the Client exchange information relating to operation of facilities provided
by HIF under the Agreement


 


Incoterms the international rules
for the interpretation of trade terms of the International Chamber of Commerce in force when the relevant Contract of Sale was
made


 


Ineligible Debt a Debt which (a)
is subject to breach of any warranty or undertaking given to HIF (b) following calculation of the Concentration Limit, is in excess
of the Concentration Limit (c) is in excess of a Funding Limit (d) HIF considers to be materially overdue for payment (unless a
Credit Protected Debt) (e) cannot be paid by the Customer due to Force Majeure or (f) HIF deems to be ineligible for a Prepayment
until HIF has received sufficient evidence that it is not subject to breach of any warranty or undertaking given to HIF, and HIF
may also (i) designate any Debt in respect of interest an Ineligible Debt and (ii) save for any Debts which are Credit Protected
Debts, designate all Debts of a particular customer as Ineligible Debts if HIF considers that a material proportion of that Customer's
unpaid Debts are overdue for payment


 


Insolvency Proceedings in relation
to any person (a) the exercise of any distress, execution, injunction, sequestration, attachment or other legal process against
assets (b) any proposal or convening of a meeting with a view to a composition, assignment or arrangement with or the granting
of a trust deed for creditors (c) the convening of a meeting for the purpose of considering or passing of any resolution for winding-up
or administration (d) the service of a notice of intention to appoint or the appointment of an administrator or a receiver or manager
over any assets (e) the service of a statutory demand (f) the presentation of a petition for or application for administration,
winding-up or bankruptcy (g) the making of an order for winding-up or administration or the appointment of a provisional liquidator
or court appointed receiver or judicial factor, or (h) the taking of steps towards or the coming into force of a statutory moratorium


 


Insolvent in relation to any person
(a) the inability to pay debts as they fall due (b) intending or actually ceasing to trade or (c) if there are any Insolvency Proceedings


 


Invoice an invoice issued by the
Client


 




    	HIF ST&C  09/2012	Page 18	 



    	 



    

 


Liabilities any sum (present, contingent
or future) payable by the Client in any capacity (including as a Client and as a guarantor) to HIF whether or not under the Agreement
and any losses, damages, costs and expenses (including legal expenses on a full indemnity basis) incurred by HIF


 


Limit any limit, percentage, value
or threshold referred to in a Finance Document


 


LLP a limited liability partnership
under the Limited Liability Partnership Act 2000


 


Month a period starting on one day
in a calendar month and ending on the day before the numerically corresponding day in the next calendar month, except that (a)
if the day before the numerically corresponding day is not a working day, that period will end on the next working day in that
calendar month in which that period is to end if there is one or, if there is not, on the immediately preceding working day; and
(b) if there is no numerically corresponding day in the calendar month in which that period is to end, that period will end on
the last working day in that calendar month


 


Non-Notifiable Debt any Debt existing
at the Commencement Date and which is more than 12 Months old, or payable by an Insolvent Customer or disputed in any way and any
other Debt which (a) is payable by an Associate (b) is due by a Customer to whom the Client is or may be indebted (c) relates to
tooling which remains under the Client's control (d) is payable in cash or relates to a proforma sale (e) is payable by a Customer
located in or operating from a country which is not an Approved Country or (f) relates to goods supplied direct to a customer of
a Customer where the Customer is located other than in a Local Territory (excluding Ireland) or (g) relates to goods supplied on
(i) approval or (ii) sale or return or (iii) constructive delivery or (iv) consignment or, in each case, similar terms, or any
other Debt HIF may specify


 


Notification, Notified and
Notify the method by which the Client advises HIF of the creation of Debts and Dilutions, being in the form and by the method
as HIF may from time to time require


 


Participating Member State any member
state of the European Union that adopts or has adopted the Euro as its lawful currency in accordance with legislation of the European
Union relating to Economic and Monetary Union as at the date of this Agreement


 


Prepayment an advance payment by
HIF to the Client on account of the purchase price of a Debt not exceeding the Prepayment Percentage of its Notified value


 


Recourse HIF's right to require
the Client to repurchase a Debt or Debts


 


Remittance cash, cheques, bills
of exchange, negotiable and non-negotiable instruments, letters of credit, orders, drafts, promissory notes, electronic payments
and any other form of payment received by HIF, the Client or any agent or representative of a Client in payment of a Debt, including
monies recovered under any credit insurance policy, a refund of the VAT element of the Debt or a dividend payable in respect of
the Debt


 


Repurchase Price in relation to
an unpaid Debt, the value of the Debt remaining unpaid when HIF exercises Recourse and, in relation to all unpaid Debts, the debit
balance on all Discounting Accounts plus Liabilities


 


Retention an amount equal to the
aggregate value of (a) outstanding Notified Debts which exceed the Prepayment Percentage of the Notified value of the Debts (b)
the Notified value of outstanding Ineligible Debts (c) Liabilities and (d) the value of all claims from or defences by Customers
which have arisen or may arise


 


Returned Goods goods which relate
to an outstanding Notified Debt and which have been returned to the Client's possession


 


Scottish Debts (a) a Debt arising
under a Contract of Sale governed by Scots law and/or (b) an Invoice addressed to a Customer in Scotland


 


Security Documents any Guarantee
or Security Interest in favour of HIF


 


Security Interest any mortgage,
charge, trust, option, security assignment, assignation in security, pledge, hypothecation, lien, retention of title, set-off right,
tracing right or any other security interest in favour of any person


 




    	HIF ST&C  09/2012	Page 19	 



    	 



    

 


Senior Management any director of
a Client where the Client is a company, partner of a Client which is a partnership, member of a Client which is an LLP and other
person involved in the operation of the Agreement or the management or direction of the Client


 


Spot Rate of Exchange on any day,
the Bank rate or rates used by HIF for the exchange of one currency to another currency


 


Tangible Net Worth the aggregate
value of the Client's issued share capital, retained profits (after tax) and reserves less intangible assets, as shown in the Client's
annual audited accounts or other such financial information that HIF agrees in writing to accept as evidence of the Client's tangible
net worth


 


Termination Date the date on which
the Agreement is validly terminated


 


Termination Event any event listed
as a Termination Event in Condition 18 (Termination Events)


 


Testing Day the testing day for
the particular Covenant specified in the Agreement


 


Unprotected Debt a Debt which is
not the subject of Credit Protection


 


User Guide means any user or operational
guide published by HIF from time to time


 


VAT Bad Debt Scheme at any time,
the HM Revenue & Customs scheme and procedures, which enable suppliers of goods and services to reclaim the VAT element of
debts which become bad or doubtful


 




    	HIF ST&C  09/2012	Page 20