Common use of Payment and Default Clause in Contracts

Payment and Default. (a) Subject to sub-clause 10(c) hereof, and unless otherwise agreed in writing all accounts shall be payable within 20 days of delivery, or as otherwise identified on any statement of account issued by ▇▇▇▇▇▇▇▇▇▇▇. (b) If any of the events set out in (i) to (v) below occur, ▇▇▇▇▇▇▇▇▇▇▇ may at its option withhold further deliveries or cancel the Contract without notice to the Buyer and without prejudice to any other action or remedy which ▇▇▇▇▇▇▇▇▇▇▇ has or might otherwise have had and all moneys owing and outstanding to ▇▇▇▇▇▇▇▇▇▇▇ on any account whatsoever and irrespective of whether the due date on any statement of account has occurred or passed shall become immediately due and payable: (i) the Buyer makes default in any payments or is unable or states that it is unable to pay its debts as and when they fall due; (ii) the Buyer being an individual commits an act of bankruptcy or enters into a creditors proposal or otherwise compounds or compromises with the Buyer’s creditors; (iii) the Buyer being a company goes into liquidation by voluntary or Court appointment of a liquidator or an application for appointment of a liquidator to the Buyer is filed in the High Court. (iv) a receiver, receiver and manager, controller or voluntary administrator is appointed over any part of the property or assets of the Buyer; (v) the Buyer experiences any analogous event having substantially similar effect to any of the events specified above. (c) Notwithstanding sub-clause 10(a) hereof ▇▇▇▇▇▇▇▇▇▇▇ may at all times in its sole and unfettered discretion and without being under any duty or obligation to assign reasons therefore review, alter or terminate the Buyer’s credit limit or payment terms without notice. Without limiting the generality of the foregoing, the decision of ▇▇▇▇▇▇▇▇▇▇▇ shall be final and ▇▇▇▇▇▇▇▇▇▇▇ accepts no liability or responsibility for any loss, howsoever arising, incurred by the Buyer due to the operation of this condition. (d) If the Buyer fails to pay any amount which may become due and payable by the Buyer to ▇▇▇▇▇▇▇▇▇▇▇ under any clause within these conditions of sale, including any sum which may become due and payable by virtue of the provisions of clause 10(b) hereof, the Buyer shall be liable for and hereby agrees to indemnify ▇▇▇▇▇▇▇▇▇▇▇ in respect of all costs and expenses which ▇▇▇▇▇▇▇▇▇▇▇ may incur as a result of such default, including legal costs and expenses incurred on a solicitor/own client basis. The costs and expenses that may be claimed in accordance with this sub-clause include any cost or expenses that may be incurred by ▇▇▇▇▇▇▇▇▇▇▇ in enforcing its rights under clause 7 and 18 hereof, provided that nothing herein contained shall imply or otherwise suggest that ▇▇▇▇▇▇▇▇▇▇▇ is only entitled to enforce its rights under clause 7 and 18 in the event of a default as described by this sub-clause. The Buyer acknowledges that ▇▇▇▇▇▇▇▇▇▇▇ may enforce its rights and otherwise make any claim under the terms of clause 7 and 18 at any time, regardless of whether the Buyer is then in default under the terms of any provision of these conditions of sale.

Payment and Default. (a) Subject 5.1 All accounts shall be paid in full, without any deduction or set-off, within 30 days from date of statement. Accounts are not subject to sub-clause 10(c) hereof, and a settlement discount unless otherwise agreed in writing all accounts between the CREDITOR and DEBTOR. The DEBTOR agrees that in the event of any portion of an invoice being disputed, the DEBTOR shall be payable within 20 days nevertheless forthwith pay the undisputed amount of delivery, or as otherwise identified on any statement such indebtedness according to the agreed terms of account issued by ▇▇▇▇▇▇▇▇▇▇▇payment. (b) If 5.2 In the event of the DEBTOR not receiving monthly statements it is the responsibility of the DEBTOR to draw this to the attention of the CREDITOR so that statements may be provided to the DEBTOR in order for the DEBTOR to make timeous payments of the amount/s owing to the CREDITOR. 5.3 Should the DEBTOR default in paying its account strictly on due date or commit a breach of any of the events set out terms and conditions of its contract with the CREDITOR; or being an individual, die or be provisionally or finally sequestrated or surrender or make application to surrender his estate or commit any act of insolvency; or being a partnership, the partnership is terminated; or being a company or close corporation is placed under a provisional or final order of liquidation or judicial management; or has a judgement recorded against it which remains unsatisfied for seven days; or compromises or attempts to compromise generally with any of the DEBTOR’S creditors; or enters into any transaction which has the effect of changing the beneficial ownership of the DEBTOR’S business; or if the DEBTOR as a company or close corporation enters into any transaction which has the effect of a change in (i) to (v) below occurthe effective control of the company or close corporation; then, ▇▇▇▇▇▇▇▇▇▇▇ may at its option withhold further deliveries or cancel the Contract without notice to the Buyer and without prejudice to any other action or remedy which ▇▇▇▇▇▇▇▇▇▇▇ has or might otherwise have had and all moneys owing and outstanding right, the CREDITOR is entitled, but not compelled, to ▇▇▇▇▇▇▇▇▇▇▇ on any account whatsoever and irrespective of whether the due date on any statement of account has occurred or passed shall become elect to – a). Treat as immediately due and payable: (i) payable all outstanding amounts which are not yet due and payable and to forthwith claim such amounts as well as any other amounts in arrears, and to cease performance of its obligations hereunder as well as any other contract with the Buyer makes default in any payments or is unable or states that it is unable to pay its debts as DEBTOR until the DEBTOR has paid the aforesaid amounts and when they fall duehas remedied thebreach; (ii) the Buyer being an individual commits an act b). Forthwith cancel this agreement and retake possession of bankruptcy or enters into a creditors proposal or otherwise compounds or compromises with the Buyer’s creditors; (iii) the Buyer being a company goes into liquidation by voluntary or Court appointment of a liquidator or an application for appointment of a liquidator to the Buyer is filed in the High Court. (iv) a receiver, receiver and manager, controller or voluntary administrator is appointed over any part of the property or assets of the Buyer; (v) the Buyer experiences any analogous event having substantially similar effect to any of the events specified abovegoods sold with full reservation of all rights to which the CREDITOR is entitled in terms of this agreement and the common law including the right to institute a claim for damages against the DEBTOR; 5.4 The CREDITOR’S rights in terms of clause 5.3 above shall not be exhaustive and shall be in addition to the CREDITOR’S common law rights. (c) Notwithstanding sub5.5 The DEBTOR acknowledges that custom-clause 10(a) hereof ▇▇▇▇▇▇▇▇▇▇▇ may at all times in its sole made goods cannot easily be sold to a third party and unfettered discretion and without being under any duty or obligation to assign reasons therefore review, alter or terminate accordingly should the Buyer’s credit limit or payment terms without notice. Without limiting DEBTOR cancel a custom-made goods order after the generality of the foregoingCREDITOR has commenced with such customization, the decision of ▇▇▇▇▇▇▇▇▇▇▇ shall be final and ▇▇▇▇▇▇▇▇▇▇▇ accepts no liability or responsibility for any loss, howsoever arising, incurred by the Buyer due to the operation of this condition. (d) If the Buyer fails to pay any amount which may become due and payable by the Buyer to ▇▇▇▇▇▇▇▇▇▇▇ under any clause within these conditions of sale, including any sum which may become due and payable by virtue of the provisions of clause 10(b) hereof, the Buyer DEBTOR shall be liable for and hereby agrees to indemnify ▇▇▇▇▇▇▇▇▇▇▇ in respect of all costs and expenses which ▇▇▇▇▇▇▇▇▇▇▇ may incur as a result full payment of such defaultorder, including legal notwithstanding such cancellation and non-delivery. 5.6 The DEBTOR will be liable for all “Strip and Quote” costs associated with the assessment of the part, item or vehicle should it be applicable for an accurate assessment of damages both internal and expenses incurred on a solicitor/own client basis. external. 5.7 The costs “Strip and expenses that Quote” charge is to be settled in full before the part, item or vehicle may be claimed in accordance with this sub-clause include any cost removed from the CREDITORS premises, should the order or expenses that may instruction for the work to performed be incurred by ▇▇▇▇▇▇▇▇▇▇▇ in enforcing its rights under clause 7 and 18 hereof, provided that nothing herein contained shall imply cancelled or otherwise suggest that ▇▇▇▇▇▇▇▇▇▇▇ is only entitled to enforce its rights under clause 7 and 18 in the event of a default as described by this sub-clause. The Buyer acknowledges that ▇▇▇▇▇▇▇▇▇▇▇ may enforce its rights and otherwise make any claim under the terms of clause 7 and 18 at any time, regardless of whether the Buyer is then in default under the terms of any provision of these conditions of salewithheld.

Payment and Default. (a) Subject 5.1 All accounts shall be paid in full and without any deduction or set-off, based on payment terms agreed at the time of order placement or within 30 days from date of statement for authorised account holders. Such accounts are not subject to sub-clause 10(c) hereof, and a settlement discount or other terms of payment unless otherwise agreed in writing all accounts between the CREDITOR and DEBTOR. The DEBTOR agrees that in the event of any portion of an invoice being disputed, the DEBTOR shall be payable within 20 days nevertheless forthwith pay the undisputed amount of delivery, or as otherwise identified on any statement such indebtedness according to the agreed terms of account issued by ▇▇▇▇▇▇▇▇▇▇▇payment. (b) If 5.2 In the event of the DEBTOR not receiving monthly statements it is the responsibility of the DEBTOR to draw this to the attention of the CREDITOR so that statements may be provided to the DEBTOR in order for the DEBTOR to make timeous payments of the amount/s owing to the CREDITOR. 5.3 Should the DEBTOR default in paying its account strictly on due date or commit a breach of any of the events set out terms and conditions of its contract with the CREDITOR; or being an individual, die or be provisionally or finally sequestrated or surrender or make application to surrender his estate or commit any act of insolvency; or being a partnership, the partnership is terminated; or being a company or close corporation is placed under a provisional or final order of liquidation or judicial management; or has a judgement recorded against it which remains unsatisfied for seven days; or compromises or attempts to compromise generally with any of the DEBTOR’S creditors; or enters into any transaction which has the effect of changing the beneficial ownership of the DEBTOR’S business; or if the DEBTOR as a company or close corporation enters into any transaction which has the effect of a change in (i) to (v) below occurthe effective control of the company or close corporation; then, ▇▇▇▇▇▇▇▇▇▇▇ may at its option withhold further deliveries or cancel the Contract without notice to the Buyer and without prejudice to any other action or remedy which ▇▇▇▇▇▇▇▇▇▇▇ has or might otherwise have had and all moneys owing and outstanding right, the CREDITOR is entitled, but not compelled, to ▇▇▇▇▇▇▇▇▇▇▇ on any account whatsoever and irrespective of whether the due date on any statement of account has occurred or passed shall become elect to – a). Treat as immediately due and payable: (i) payable all outstanding amounts which are not yet due and payable and to forthwith claim such amounts as well as any other amounts in arrears, and to cease performance of its obligations hereunder as well as any other contract with the Buyer makes default in any payments or is unable or states that it is unable to pay its debts as DEBTOR until the DEBTOR has paid the aforesaid amounts and when they fall duehas remedied the breach; (ii) the Buyer being an individual commits an act b). Forthwith cancel this agreement and retake possession of bankruptcy or enters into a creditors proposal or otherwise compounds or compromises with the Buyer’s creditors; (iii) the Buyer being a company goes into liquidation by voluntary or Court appointment of a liquidator or an application for appointment of a liquidator to the Buyer is filed in the High Court. (iv) a receiver, receiver and manager, controller or voluntary administrator is appointed over any part of the property or assets of the Buyer; (v) the Buyer experiences any analogous event having substantially similar effect to any of the events specified abovegoods sold with full reservation of all rights to which the CREDITOR is entitled in terms of this agreement and the common law including the right to institute a claim for damages against the DEBTOR; 5.4 The CREDITOR’S rights in terms of clause 5.3 above shall not be exhaustive and shall be in addition to the CREDITOR’S common law rights. (c) Notwithstanding sub5.5 The DEBTOR acknowledges that custom-clause 10(a) hereof ▇▇▇▇▇▇▇▇▇▇▇ may at all times in its sole made goods cannot easily be sold to a third party and unfettered discretion and without being under any duty or obligation to assign reasons therefore review, alter or terminate accordingly should the Buyer’s credit limit or payment terms without notice. Without limiting DEBTOR cancel a custom-made goods order after the generality of the foregoingCREDITOR has commenced with such customization, the decision of ▇▇▇▇▇▇▇▇▇▇▇ shall be final and ▇▇▇▇▇▇▇▇▇▇▇ accepts no liability or responsibility for any loss, howsoever arising, incurred by the Buyer due to the operation of this condition. (d) If the Buyer fails to pay any amount which may become due and payable by the Buyer to ▇▇▇▇▇▇▇▇▇▇▇ under any clause within these conditions of sale, including any sum which may become due and payable by virtue of the provisions of clause 10(b) hereof, the Buyer DEBTOR shall be liable for and hereby agrees to indemnify ▇▇▇▇▇▇▇▇▇▇▇ in respect of all costs and expenses which ▇▇▇▇▇▇▇▇▇▇▇ may incur as a result full payment of such defaultorder, including legal notwithstanding such cancellation and non-delivery. 5.6 The DEBTOR will be liable for all “Strip and Quote” costs associated with the assessment of the part, item or vehicle should it be applicable for an accurate assessment of damages both internal and expenses incurred on a solicitor/own client basis. external. 5.7 The costs “Strip and expenses that Quote” charge is to be settled in full before the part, item or vehicle may be claimed in accordance with this sub-clause include any cost removed from the CREDITORS premises, should the order or expenses that may instruction for the work to performed be incurred by ▇▇▇▇▇▇▇▇▇▇▇ in enforcing its rights under clause 7 and 18 hereof, provided that nothing herein contained shall imply cancelled or otherwise suggest that ▇▇▇▇▇▇▇▇▇▇▇ is only entitled to enforce its rights under clause 7 and 18 in the event of a default as described by this sub-clause. The Buyer acknowledges that ▇▇▇▇▇▇▇▇▇▇▇ may enforce its rights and otherwise make any claim under the terms of clause 7 and 18 at any time, regardless of whether the Buyer is then in default under the terms of any provision of these conditions of salewithheld.

Payment and Default. 8.1 CBG agrees and undertakes that the Undertaking to Pay shall be discharged by CBG: (a) Subject to subin full without any set-clause 10(c) hereofoff, and unless otherwise agreed in writing all accounts shall be payable within 20 days of deliverycounterclaim, deduction or as otherwise identified on withholding (other than any statement of account issued deduction or withholding for tax required by ▇▇▇▇▇▇▇▇▇▇▇.law); and (b) If in accordance with clause 2.3 and, in any event, no later than 31 December 2014. 8.2 Co-operative Group and CBG hereby agree that, in the event that there is a breach of the events set out in obligations under the Undertaking to Pay: (ia) to (v) below occur, ▇▇▇▇▇▇▇▇▇▇▇ may at its option withhold further deliveries or cancel the Contract without notice to the Buyer and without prejudice to any other action or remedy which ▇▇▇▇▇▇▇▇▇▇▇ has or might otherwise have had and all moneys owing and outstanding to ▇▇▇▇▇▇▇▇▇▇▇ Default Interest shall accrue as a separate payment obligation on any account whatsoever outstanding amount of the Undertaking to Pay on a daily basis, from and irrespective of whether including the due date for payment; (b) CBG waives all rights that it has in respect of the Group Shares, including rights to dividend, capital and voting; (c) each of Co-operative Group and CBG waives all their respective rights that it may have under the Relationship Agreement without any effect on all obligations that it may be subject to under the Relationship Agreement, which shall survive without change; (d) CBG shall procure the immediate resignation of its nominee director(s) from the board of the Bank appointed pursuant to the Relationship Agreement (the Nominee Directors(s)), failing which, the Bank may remove such Nominee Director(s), and CBG shall indemnify the Bank in full against any statement claim by any such Nominee Director(s) arising from this resignation or removal pursuant to this clause 8.2(d); (e) the Bank may exercise or direct the Security Trustee to exercise any or all of account has occurred its rights, remedies, powers or passed shall become immediately due discretions under the Finance Documents; and (f) CBG shall, at the request of the Bank, transfer all, or some, of the Group Shares with full title guarantee and payablefree from all encumbrances to: (i) the Buyer makes default in any payments or is unable or states that it is unable to pay its debts a third-party buyer as and when they fall due;directed by Bank (a Third Party Transfer); or (ii) the Buyer being an individual commits an act Bank for nil consideration. 8.3 In respect of bankruptcy or enters into a creditors proposal or otherwise compounds or compromises with any transfer pursuant to clause 8.2(f) above, the Buyer’s creditorsBank shall: (a) use reasonable endeavours (acting in good faith) to ensure that any Third Party Transfer is on terms as close to arms’ length as possible, and use any amount received from the relevant third party to reduce any amount outstanding to the Bank from CBG; (iiib) where the Bank determines to require the transfer of Group Shares to it pursuant to clause 8.2(f)(ii), the Bank may require the transfer of: (i) such proportion of the Group Shares as is equal to the outstanding amount of the Undertaking to Pay plus any Default Interest (at the time of the relevant breach of the obligation under the Undertaking to Pay) as a proportion of the Subscription Amount and the Undertaking to Pay plus any Default Interest shall, following such transfer, be discharged in its entirety; or (ii) such other number of Group Shares as the Bank shall specify (the Specified Shares), provided that the Specified Shares shall have a value no greater than the aggregate of the amount outstanding under the Undertaking to Pay and any Default Interest, and shall reduce such amount by the lower of: (A) the Buyer being a company goes into liquidation by voluntary or Court appointment fair market value of a liquidator or an application for appointment of a liquidator the Group Shares so transferred to the Buyer is filed Bank; and (B) where the Group Shares are retained or cancelled by the Bank, the aggregate amount that a third party (or third parties, as the case may be) pay to the Bank in consideration (including any deferred consideration) for the issuance by the Bank of such number of ordinary shares in the High CourtBank as is equal to the number of Group Shares transferred pursuant to clause 8.2(f)(ii), whether or not such shares are issued at a discount to their fair market value and provided that such ordinary shares are issued on or before the six month anniversary of the transfer of such Group Shares to the Bank pursuant to clause 8.2(f)(ii), provided further that if such lower amount exceeds the Undertaking to Pay, the Bank shall account to CBG for the difference. (iv) a receiver, receiver and manager, controller or voluntary administrator is appointed over any part of the property or assets of the Buyer; (v) the Buyer experiences any analogous event having substantially similar effect to any of the events specified above. (c) Notwithstanding sub-clause 10(a) hereof ▇▇▇▇▇▇▇▇▇▇▇ may at all times in its sole and unfettered discretion and without being under any duty or obligation to assign reasons therefore review, alter or terminate the Buyer’s credit limit or payment terms without notice. Without limiting the generality of the foregoing, the decision of ▇▇▇▇▇▇▇▇▇▇▇ shall be final and ▇▇▇▇▇▇▇▇▇▇▇ accepts no liability or responsibility for any loss, howsoever arising, incurred 8.4 No failure by the Buyer due Bank to exercise, or delay in exercising, any right or remedy provided by law or under this Agreement shall impair such right or remedy, operate or be construed as a waiver or variation of it, constitute an affirmation of this Agreement, or preclude the exercise of such right or remedy at any subsequent time and no single or partial exercise of any such right or remedy shall preclude any further or other exercise of it or the exercise of any other remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law. For the avoidance of doubt, in no event shall the obligations of CBG under the Undertaking to Pay be limited to the operation of Group Shares issued to CBG under this condition. (d) If the Buyer fails to pay agreement, or any amount which may become due and payable monies received by the Buyer Bank pursuant to ▇▇▇▇▇▇▇▇▇▇▇ under any clause within these conditions the exercise of sale, including any sum which may become due and payable by virtue of the provisions of clause 10(b) hereof, the Buyer shall be liable for and hereby agrees to indemnify ▇▇▇▇▇▇▇▇▇▇▇ in respect of all costs and expenses which ▇▇▇▇▇▇▇▇▇▇▇ may incur as a result of such default, including legal costs and expenses incurred on a solicitor/own client basis. The costs and expenses that may be claimed in accordance with this sub-clause include any cost or expenses that may be incurred by ▇▇▇▇▇▇▇▇▇▇▇ in enforcing its rights under clause 7 8.3, and 18 hereofthe Bank shall have all such rights and shall be permitted to take any steps required for the purpose of obtaining payment in full from CBG pursuant to the Undertaking to Pay. 8.5 Where Group Shares are transferred under clause 8.2(f), provided that nothing herein contained the Parties acknowledge and confirm that, subject to the waiver of rights in accordance with clause of this Agreement, the Relationship Agreement shall imply continue to apply in accordance with its terms. 8.6 CBG hereby irrevocably appoints each member of the board of the Bank, from time to time, as its attorney (each an Attorney), with full authority on its behalf and in its name or otherwise suggest that ▇▇▇▇▇▇▇▇▇▇▇ is only entitled to enforce and as security for the performance by CBG of its rights obligations under clause 7 and 18 in the event of a default as described by this sub-clause. The Buyer acknowledges that ▇▇▇▇▇▇▇▇▇▇▇ may enforce its rights and otherwise make any claim under the terms of clause 7 and 18 at any time, regardless of whether the Buyer is then in default under the terms of any provision of these conditions of sale.8.2

Payment and Default. (a) Subject to sub-clause 10(c) hereof, and unless 9.1 Unless otherwise agreed in writing by the parties, for example under any individual Schedule or Service Order, all accounts FlyerTech’s invoices are payable within 30 days of date of invoice. 9.2 If FlyerTech invoices are not paid within the due date, interest may be levied on delayed payments at the rate of five percent (5%) per annum above the base lending rate of HSBC Bank Plc , unless prohibited by law, in which event invoices and any other debt due by Customer to FlyerTech will be subject to interest charges at the statutory interest rate provided under the Late Payment of Commercial Debts (Interest) Act 1998 as may be amended from time to time. 9.3 FlyerTech may, at its sole discretion, refer any default by Customer in respect of non-payment, to either a debt collection agency or to a legal firm/attorney for collection, Customer agrees that all costs, debt collection agency/attorney/legal fees, and expenses of said collection shall be payable within 20 days added to the amount due to FlyerTech by Customer. 9.4 If the Customer is in default over payment of deliveryamounts properly due under any Schedule or Service Order, or as otherwise identified on has been in material breach of its obligations under this Agreement and/or any statement of account issued by ▇▇▇▇▇▇▇▇▇▇▇. (b) If Schedule or Service Order, or becomes insolvent or goes into liquidation or suffers any of the events set out outlined in (iClause 11.2.b), c) to (vor d) below occur, ▇▇▇▇▇▇▇▇▇▇▇ FlyerTech may at its option withhold further deliveries either terminate this Agreement and/or any or cancel the Contract without notice to the Buyer and without prejudice to all Schedules or Service Order(s) with Customer or suspend performance of any other action or remedy which ▇▇▇▇▇▇▇▇▇▇▇ has all services or might otherwise have had and delivery of goods under any or all moneys owing and outstanding to ▇▇▇▇▇▇▇▇▇▇▇ on any account whatsoever and irrespective of whether the due date on any statement of account has occurred or passed shall become immediately due and payable: (i) the Buyer makes default in any payments or is unable or states that it is unable to pay its debts as and when they fall due; (ii) the Buyer being an individual commits an act of bankruptcy or enters into a creditors proposal or otherwise compounds or compromises with the Buyer’s creditors; (iii) the Buyer being a company goes into liquidation by voluntary or Court appointment of a liquidator or an application for appointment of a liquidator to the Buyer is filed in the High Court. (iv) a receiver, receiver and manager, controller or voluntary administrator is appointed over any part of the property Schedules or assets of the Buyer; (v) the Buyer experiences any analogous event having substantially similar effect to any of the events specified above. (c) Notwithstanding sub-clause 10(a) hereof ▇▇▇▇▇▇▇▇▇▇▇ may at all times Service Orders that FlyerTech shall in its sole and unfettered discretion and without being under decide. Provided that this Agreement and/or any duty or obligation to assign reasons therefore review, alter or terminate the Buyer’s credit limit or payment terms without notice. Without limiting the generality all of the foregoingSchedules or Service Order(s) has/have not been terminated, the decision right to suspend performance or cease delivery of ▇▇▇▇▇▇▇▇▇▇▇ goods shall cease when the Customer has made payment, in cleared funds, of all amounts due, including legal and other recovery costs and expenses. 9.5 Upon termination of this Agreement or of any Schedule or Service Order due to any default of the terms of this Agreement or any Schedule by the Customer, FlyerTech shall be final and ▇▇▇▇▇▇▇▇▇▇▇ accepts no liability or responsibility for any loss, howsoever arising, incurred by entitled to invoice the Buyer due to the operation of this condition. (d) If the Buyer fails to pay any amount which may become due and payable by the Buyer to ▇▇▇▇▇▇▇▇▇▇▇ under any clause within these conditions of sale, including any sum which may become due and payable by virtue of the provisions of clause 10(b) hereof, the Buyer shall be liable for and hereby agrees to indemnify ▇▇▇▇▇▇▇▇▇▇▇ Customer in respect of all Services performed up to the date of such termination, including charges due within the Notice Period under this Agreement, together with the cost of any commitment undertaken by it, which cannot reasonably be cancelled, recovered or otherwise utilised by FlyerTech. FlyerTech shall hold a lien on any goods or records of the Customer pending full payment of all invoices. In addition, the Customer shall indemnify FlyerTech on demand against any loss (including without limitation, loss of profit), damage, expense, cost, or liability including all legal costs and expenses incurred in recovering payment, which ▇▇▇▇▇▇▇▇▇▇▇ FlyerTech may sustain or incur directly or indirectly as a result of such defaulttermination or for recovery of any payments due by Customer and/or its Affiliates. 9.6 In the event that (i) FlyerTech becomes insolvent or goes into liquidation or suffers any of the events outlined in Clause 11.2.b), including c) or d) below otherwise than for the purposes of a reconstruction, legal costs entity re-structure or amalgamation), or (ii) FlyerTech refuses to perform its obligations under this Agreement, otherwise than as a consequence of any breach by the Customer of its obligations and expenses incurred on fails to remedy such breach, if capable of remedy and is not subject to a solicitor/own client basis. The costs and expenses that may Force Majeure event, within twenty-one (21) days of having received written notice of such breach from the Customer, then the Customer shall be claimed in accordance with this sub-clause include any cost or expenses that may be incurred by ▇▇▇▇▇▇▇▇▇▇▇ in enforcing its rights under clause 7 and 18 hereof, provided that nothing herein contained shall imply or otherwise suggest that ▇▇▇▇▇▇▇▇▇▇▇ is only entitled to enforce treat such event as a default by FlyerTech and as such a repudiation by FlyerTech of its rights obligations under clause 7 this Agreement and 18 shall be entitled to terminate the Agreement by reasonable notice in writing to FlyerTech. 9.7 Neither FlyerTech nor any of its employees, agents or subcontractors shall be in breach of this Agreement or under any liability whatsoever to the Customer for non-performance, part-performance, defective performance or delay in the performance of any Service supplied or to be supplied or work carried out or to be carried out by FlyerTech, its employees, agents or subcontractors, which is directly or indirectly caused by a Force Majeure occurrence. In the event of a default as described by this sub-clauseForce Majeure occurrence, FlyerTech shall promptly notify the Customer in writing of the cause and anticipated duration of the interruption of the Services and the performance of FlyerTech’s obligations in respect of such Services shall be suspended for the duration of such interruption, but FlyerTech shall use all reasonable endeavours to mitigate the effects of such interruption. 9.8 FlyerTech reserves the right to uplift any charges annually in June of each year to cover escalating costs, including for labour and parts. The Buyer acknowledges that ▇▇▇▇▇▇▇▇▇▇▇ may enforce its rights Generally, such price increases will be in line with the Retail Prices Index in the UK and otherwise make any claim under the terms of clause 7 and 18 at any time, regardless of whether relevant Consumer Price Index or similar price inflation index in the Buyer is then regions in default under which the terms of any provision of these conditions of saleservices are provided.