SUPPLIER DOES
NOT COMPLY WITH ANY PROVISION OF THIS AGREEMENT AND SUCH FAILURE, IF CAPABLE OF
REMEDY, IS NOT REMEDIED WITHIN 15 BUSINESS DAYS OF THE BANK GIVING NOTICE TO THE
SUPPLIER OR OF THE SUPPLIER BECOMING AWARE OF THE FAILURE TO COMPLY.
9.2
IF A TERMINATION EVENT OCCURS AND IS
CONTINUING UNREMEDIED OR UNWAIVED FOR 30 DAYS THE BANK MAY, BY NOTICE TO THE
SUPPLIER, TERMINATE THE OPERATION OF CLAUSE 2 (THE FACILITY) OR SUSPEND THE
OPERATION OF THAT CLAUSE FOR SUCH PERIOD AS THE BANK MAY SPECIFY; PROVIDED THAT
FOR THE AVOIDANCE OF DOUBT THE BANK SHALL BE OBLIGED TO ACQUIRE ALL ACCOUNT
RECEIVABLE WITH A PURCHASE DATE PRIOR TO THE RECEIPT OF SUCH NOTICE BY THE
SUPPLIER.
14
10
GENERAL
10.1
ANY AMOUNTS WHICH BUT FOR THIS CLAUSE 10.1 WOULD
FALL DUE FOR PAYMENT BY THE BANK OR THE SUPPLIER ON A DAY OTHER THAN A BUSINESS
DAY SHALL BE PAYABLE ON THE SUCCEEDING BUSINESS DAY AND THE PURCHASE PRICE (OR
AS THE CASE MAY BE, THE AMOUNT PAYABLE BY THE SUPPLIER) SHALL, WHERE NECESSARY,
BE ADJUSTED ACCORDINGLY.
10.2
THE SUPPLIER AGREES AND ACKNOWLEDGES THAT IT HAS
TAKEN INDEPENDENT LEGAL AND ACCOUNTING ADVICE IN RELATION TO THE ACCOUNTING
TREATMENT TO BE APPLIED TO THE TRANSACTIONS CONTEMPLATED HEREIN AND THE PURCHASE
PACK.
IT IS AGREED THAT THE SUPPLIER HAS NOT RELIED ON ANY REPRESENTATION OF
THE BANK IN THIS REGARD.
10.3
THE BANK SHALL BE ENTITLED TO RELY ON ANY
COMMUNICATION SENT BY THE SUPPLIER IRRESPECTIVE OF ANY ERROR OR FRAUD CONTAINED
IN THE COMMUNICATION OR THE IDENTITY OF THE INDIVIDUAL WHO SENT THE
COMMUNICATION, AND SHALL NOT BE LIABLE FOR ANY ACTION TAKEN OR OMITTED IN
RELIANCE ON ANY NOTICE, DIRECTION, CONSENT, CERTIFICATE, AFFIDAVIT, STATEMENT,
DESIGNATION OR OTHER PAPER OR DOCUMENT REASONABLY BELIEVED BY IT TO BE GENUINE
AND TO HAVE BEEN DULY AND PROPERLY SIGNED AND PRESENTED TO IT BY THE SUPPLIER.
10.4
IN NO EVENT SHALL THE BANK BE LIABLE FOR ANY LOSS
OF PROFITS, BUSINESS, DATA OR INFORMATION OR FOR ANY INCIDENTAL, INDIRECT,
SPECIAL OR CONSEQUENTIAL DAMAGES WHETHER ARISING FROM NEGLIGENCE, BREACH OF
CONTRACT OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF THOSE LOSSES OR
DAMAGES.
THE BANK SHALL NOT BE LIABLE FOR ANY LOSSES ARISING OUT OF OR RELATING
TO ANY OF ITS ACTIONS OR OMISSIONS TO ACT HEREUNDER, EXCEPT TO THE EXTENT THAT
ANY SUCH LOSSES ARE CAUSED BY THE BANK'S WILFUL MISCONDUCT, FRAUD OR GROSS
NEGLIGENCE.
10.5
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS (INCLUDING BY FACSIMILE TRANSMISSION) AND ALL OF SUCH COUNTERPARTS
TAKEN TOGETHER SHALL BE DEEMED TO CONSTITUTE ONE AND THE SAME INSTRUMENT.
10.6
THE SUPPLIER SHALL REMAIN LIABLE TO PERFORM ALL
OBLIGATIONS ASSUMED BY IT UNDER ANY COMMERCIAL CONTRACT AND THE BANK SHALL BE
UNDER NO OBLIGATION OF ANY KIND WHATSOEVER UNDER SUCH CONTRACT OR BE UNDER ANY
LIABILITY WHATSOEVER IN THE EVENT OF ANY FAILURE BY THE SUPPLIER TO PERFORM ITS
OBLIGATIONS UNDER ANY SUCH CONTRACT.
11
TERMINATION
11.1
ON THE TERMINATION