END OF EACH CALCULATION PERIOD SELECTED AND NOTIFIED BY THE
BANK (AS REFERRED TO ABOVE) BY REFERENCE TO WHICH INTEREST IS CALCULATED AND
SHALL BE BILLED TO THE SUPPLIER AND PAID SEPARATELY FROM ANY OTHER AMOUNTS OWING
UNDER THIS AGREEMENT.
8
INDEMNITIES
8.1
THE SUPPLIER SHALL PAY TO THE BANK ON DEMAND ON A FULL INDEMNITY BASIS:
(A)
ALL REASONABLE COSTS, CHARGES AND EXPENSES
INCLUDING LEGAL COSTS, IN RELATION TO THE ENFORCEMENT OF THIS AGREEMENT AND ANY
PURCHASE PACK;
(B)
ALL STAMP, DOCUMENTARY, REGISTRATION OR OTHER
LIKE DUTIES OR TAXES (OTHER THAN TAXES BASED ON BANK'S INCOME), INCLUDING
WITHHOLDING TAXES AND ANY PENALTIES, ADDITIONS, FINES, SURCHARGES OR INTEREST
RELATING THERETO, OR ANY NOTARIAL FEES WHICH ARE IMPOSED OR CHARGEABLE ON OR IN
CONNECTION WITH THIS AGREEMENT OR ANY PURCHASE PACK OR THE PURCHASE BY THE BANK
OF ANY ACCOUNT RECEIVABLE.
8.2
THE SUPPLIER AGREES TO INDEMNIFY THE BANK ON DEMAND AGAINST ANY LOSS OR
EXPENSE (INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF THE MARGIN OR ANY OTHER LOSS
OR EXPENSE SUSTAINED OR INCURRED BY THE BANK IN LIQUIDATING OR EMPLOYING
DEPOSITS ACQUIRED OR CONTRACTED FOR TO EFFECT ITS ACQUISITION OF AN ACCOUNT
RECEIVABLE) WHICH THE BANK HAS SUSTAINED OR INCURRED AS A CONSEQUENCE OF A
PURCHASE OF AN ACCOUNT RECEIVABLE NOT BEING MADE FOLLOWING THE SERVICE OF A
PURCHASE PACK FOR ANY REASON WHATSOEVER.
9
TERMINATION EVENTS
9.1
EACH OF THESE EVENTS OR CIRCUMSTANCES IS A TERMINATION EVENT:
(A)
NON-PAYMENT - THE BUYER DOES NOT PAY ON THE
DUE DATE ANY AMOUNT PAYABLE PURSUANT TO THE COMMERCIAL CONTRACT AT THE PLACE AND
IN THE CURRENCY IN WHICH IT IS EXPRESSED TO BE PAYABLE UNLESS:
(I)
ITS FAILURE TO PAY IS CAUSED BY
ADMINISTRATIVE OR TECHNICAL ERROR; AND
(II)
PAYMENT IS MADE WITHIN TWENTY EIGHT DAYS OF
ITS DUE DATE; OR
(III)
THE SUPPLIER REPURCHASES THE RELEVANT ACCOUNT
RECEIVABLE,
(B)
OTHER OBLIGATIONS - THE BUYER OR THE SUPPLIER
DOES NOT COMPLY WITH ANY MATERIAL PROVISION OF THE COMMERCIAL CONTRACT (OTHER
THAN THOSE REFERRED TO IN SUB CLAUSE (A) (NON-PAYMENT) AND SUCH FAILURE (IF
CAPABLE OF REMEDY) IS NOT REMEDIED WITHIN THIRTY DAYS.
(C)
MISREPRESENTATION - ANY REPRESENTATION OR
STATEMENT MADE OR DEEMED TO BE MADE BY THE SUPPLIER IN THIS AGREEMENT IS OR
PROVES TO HAVE BEEN INCORRECT OR MISLEADING IN A MATERIAL RESPECT IN THE CONTEXT
OF THIS AGREEMENT WHEN MADE OR DEEMED TO BE MADE.
(D)
INSOLVENCY
(I)
THE SUPPLIER OR THE BUYER IS UNABLE OR ADMITS INABILITY TO PAY
ITS DEBTS AS THEY FALL DUE, SUSPENDS MAKING PAYMENT ON ANY OF ITS DEBTS OR, BY
REASON OF ACTUAL OR ANTICIPATED FINANCIAL DIFFICULTIES, COMMENCES NEGOTIATIONS
WITH ONE OR MORE OF ITS CREDITORS WITH A VIEW TO RESCHEDULING ANY OF ITS
INDEBTEDNESS.
(II)
A MORATORIUM IS DECLARED IN RESPECT OF ANY FINANCIAL INDEBTEDNESS
OF THE SUPPLIER OR THE BUYER.
7
(E)
INSOLVENCY PROCEEDINGS - ANY CORPORATE
ACTION, LEGAL PROCEEDINGS OR OTHER PROCEDURE IS TAKEN IN RELATION TO:
(I)
THE SUSPENSION OF PAYMENTS, A MORATORIUM OF ANY INDEBTEDNESS,
WINDING-UP,