ACCOUNT RECEIVABLE WITH A PURCHASE DATE
PRIOR TO THE RECEIPT OF SUCH NOTICE BY THE SUPPLIER.
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.
13
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 DATE THE BANK SHALL HAVE NO FURTHER OBLIGATION
TO PURCHASE ACCOUNT RECEIVABLES FROM THE SUPPLIER.
11.2
NOTWITHSTANDING CLAUSES 9.1, 9.2 AND 11.1 ABOVE, EACH OF THE
SUPPLIER AND THE BANK MAY, BY GIVING NOT LESS THAN 90 DAYS' PRIOR WRITTEN NOTICE
TO THE OTHER PARTY, TERMINATE THIS AGREEMENT; PROVIDED THAT FOR THE AVOIDANCE OF
DOUBT, THE BANK SHALL BE OBLIGED TO ACQUIRE ALL ACCOUNT RECEIVABLES WITH A
PURCHASE DATE FALLING PRIOR TO THE LAST DAY OF SUCH 90 DAY NOTICE PERIOD.
12
FACILITY FEE
12.1
SUBJECT TO CLAUSE 12.3 BELOW, THE SUPPLIER SHALL PAY TO THE BANK A
FACILITY FEE OF 25 BASIS POINTS