CHARGES, INVOICING AND PAYMENT. 8.1 The Customer will pay the Charges for the Services in accordance with the invoicing and payment terms set out in the Key Terms. 8.2 The Charges do not include any costs or charges for transportation or for redelivery of Goods, or any detention, demurrage or other costs and expenses incurred by Chemical Care due to any failure by the Customer to provide any information (including the provision of incomplete or inadequate information), or any other default by the Customer; and all such costs or charges shall be for the sole account of the Customer, and shall be payable on demand by Chemical Care. 8.3 Charges shall be calculated on a per week basis (“Storage Week”). Each Storage Week shall commence on a Saturday morning and finish at the close of business on the following Friday evening. Storage for a period of less than one Storage Week shall be charged as for a full Storage Week. 8.4 Chemical Care may increase the Charges to the extent that there is any increase in input or compliance costs which increases the cost to Chemical Care of providing the Services (including any increase in CPI, labour costs, or a change in law or the applicable regulations which imposes additional costs on Chemical Care) (“Required Increase”). Prior to implementing any Required Increase, Chemical Care will consult with the Customer and provide at least 30 days notice of the new Charges. 8.5 Without limiting clause 8.4, the parties will conduct a review of the Charges no later that 30 days prior to the end of each annual period during the term, and discuss whether any change in the Charges is appropriate in the circumstances. Chemical Care may propose an increase in Charges, and if approved by the Customer (such approval not to be unreasonably withheld), the new Charges shall apply from the beginning of the next annual period. 8.6 Timeliness of payment by the Customer of the Charges or any other sum is of the essence under this Agreement. If the Customer defaults in payment on the due date, all money owing to Chemical Care shall immediately become due and payable and Chemical Care shall be entitled to charge interest on such amounts from the due date at the base business overdraft lending rate charged by its primary bank plus a margin of 5 percent per annum (or, if less, the maximum amount permitted by law), calculated daily and compounded monthly from the due date for payment is due until the date payment is received in full. 8.7 All Charges are exclusive of GST and any other taxes (excluding income tax) or duties levied or assessed in connection with the supply of the Services, unless otherwise expressly stated. All such additional taxes and duties shall be payable by the Customer. 8.8 Where the Customer disputes any invoiced amount, it must notify Chemical Care within 5 business days of receipt of the relevant invoice, and will not be obliged to pay the disputed portion of that invoice until the dispute has been resolved in accordance with clause 9 (Disputes). Where the Customer fails to give such notice within 5 business days, the Customer will be deemed to have accepted the invoiced amount and must pay the invoiced amount in full without any further claim or dispute. 8.9 The Customer may not set off any monies claimed to be owed by Chemical Care to the Customer, or any of its related or associated companies, against any sums due to Chemical Care.
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Sources: Warehousing and Distribution Agreement, Warehousing and Distribution Agreement
CHARGES, INVOICING AND PAYMENT. 8.1 The Customer will pay the Charges for the Services in accordance with the invoicing and payment terms set out in the Key Terms.
8.2 The Charges do not include any costs or charges for transportation or for redelivery of Goods, or any detention, demurrage or other costs and expenses incurred by Chemical Care due to any failure by the Customer to provide any information (including the provision of incomplete or inadequate information), or any other default by the Customer; and all such costs or charges shall be for the sole account of the Customer, and shall be payable on demand by Chemical Care.
8.3 Charges shall be calculated on a per week basis (“Storage Week”). Each Storage Week shall commence on a Saturday morning and finish at the close of business on the following Friday evening. Storage for a period of less than one Storage Week shall be charged as for a full Storage Week.
8.4 Chemical Care may increase the Charges to the extent that there is any increase in input or compliance costs which increases the cost to Chemical Care of providing the Services (including any increase in CPI, labour costs, or a change in law or the applicable regulations which imposes additional costs on Chemical Care) (“Required Increase”). Prior to implementing any Required Increase, Chemical Care will consult with the Customer and provide at least 30 days notice of the new Charges.
8.5 Without limiting clause 8.4, the parties will conduct a review of the Charges no later that 30 days prior to the end of each annual period during the term, and discuss whether any change in the Charges is appropriate in the circumstances. Chemical Care may propose an increase in Charges, and if approved by the Customer (such approval not to be unreasonably withheld), the new Charges shall apply from the beginning of the next annual period.
8.6 Timeliness of payment by the Customer of the Charges or any other sum is of the essence under this Agreement. If the Customer defaults in payment on the due date, all money owing to Chemical Care shall immediately become due and payable and Chemical Care shall be entitled to charge interest on such amounts from the due date at the base business overdraft lending rate charged by its primary bank plus a margin of 5 percent per annum (or, if less, the maximum amount permitted by law), calculated daily and compounded monthly from the due date for payment is due until the date payment is received in full.
8.7 All Charges are exclusive of GST and any other taxes (excluding income tax) or duties levied or assessed in connection with the supply of the Services, unless otherwise expressly stated. All such additional taxes and duties shall be payable by the Customer.
8.8 Where the Customer disputes any invoiced amount, it must notify Chemical Care within 5 business days of receipt of the relevant invoice, and will not be obliged to pay the disputed portion of that invoice until the dispute has been resolved in accordance with clause 9 (Disputes). Where the Customer fails to give such notice within 5 business days, the Customer will be deemed to have accepted the invoiced amount and must pay the invoiced amount in full without any further claim or dispute.
8.9 The Customer may not set off any monies claimed to be owed by Chemical Care to the Customer, or any of its related or associated companies, against any sums due to Chemical Care.
8.10 Where the Key Terms specify that the Charges include a minimum storage charge, the Customer will pay Chemical Care the minimum storage charge at the intervals specified in the Key Terms regardless of whether Chemical Care provided the Customer with any Services during such intervals.
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