DUE
AND PAYABLE THE BANK SHALL CHARGE AND THE SUPPLIER SHALL PAY INTEREST FROM TIME
TO TIME ON ANY SUCH UNPAID AMOUNT DUE FROM THE SUPPLIER TO THE BANK DURING THE
PERIOD FROM (AND INCLUDING) THE DUE DATE THEREOF TO (BUT EXCLUDING) THE DATE
PAYMENT IS RECEIVED BY THE BANK IN FULL, AT A RATE EQUAL TO THE AGGREGATE OF (I)
THE DISCOUNT RATE APPLICABLE PURSUANT TO THE MOST RECENT PRICING SCHEDULE
(CALCULATED BY REFERENCE TO SUCH CALCULATION PERIODS ENDING ON OR BEFORE THE
DATE PAYMENT IS MADE IN FULL AS THE BANK MAY SELECT AND NOTIFY TO THE SUPPLIER
FROM TIME TO TIME ) AND (II) 2% PER ANNUM.
7.3.2
SUCH INTEREST CALCULATED PURSUANT TO CLAUSE 7.3.1 SHALL BE PAYABLE
BY THE SUPPLIER AT THE 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.
11
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; AND
(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 THIRTY 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