Common use of Fees and Invoicing Clause in Contracts

Fees and Invoicing. 12.1. The Framework Agreement Charges for the Services will be the full and exclusive remuneration of the Supplier for supplying the Services. Unless expressly agreed in writing by the Customer in the Letter of Appointment and Order Form, the Framework Agreement Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 12.2. All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Services. 12.3. The Supplier will invoice the Customer in accordance with the payment profile agreed in the Letter of Appointment and Order Form. Each invoice will include all supporting information required by the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Services supplied in the invoice period. 12.4. The Customer will pay the Supplier the invoiced amounts no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. The Customer may, without prejudice to any other rights and remedies under this Framework Agreement, withhold or reduce payments in the event of unsatisfactory performance. 12.5. If the Customer does not pay an undisputed amount properly invoiced by the due date, the Supplier has the right to charge interest on the overdue amount at the interest rate specified in the Late Payment of Commercial Debts (Interest) Act 1998. 12.6. If at any time during the Term the Supplier reduces its Framework Prices for Services provided in accordance with the terms of the Framework Agreement, the Supplier shall immediately reduce the Framework Agreement Charges for the Services under this F r a m e w o r k Agreement by the same amount. This obligation applies whether the Services are offered in a catalogue provided under the Framework Agreement. 12.7. The Customer is entitled to deduct from any sum due any money that the Supplier owes the Customer. This includes any sum which the Supplier is liable to pay to the Customer in respect of breach of this Framework Agreement. In these circumstances, the Supplier may not assert any credit, set-off or counterclaim against the Customer. 12.8. The Supplier will indemnify the Customer on a continuing basis against any liability (to include any interest, penalties or costs incurred, levied, demanded, or assessed) on the Customer at any time in respect of the Supplier's failure to account for or to pay any VAT on payments made to the Supplier under this Framework Agreement. Any amounts due under Clause 12.2 will be paid by the Supplier to the Customer not less than 5 Working Days before the date upon which the tax or other liability is payable by the Customer. 12.9. If there is a dispute between the Parties about an amount invoiced, the Customer will pay the undisputed amount by the due date. The Supplier will not suspend the supply of the Services in any Project unless the Supplier is entitled to terminate that Project for a failure to pay undisputed sums in accordance with Clause 23.8.