Common use of Payment and Default Clause in Contracts

Payment and Default. 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 a settlement discount or other terms of payment unless agreed in writing between the CREDITOR and DEBTOR. The DEBTOR agrees that in the event of any portion of an invoice being disputed, the DEBTOR shall nevertheless forthwith pay the undisputed amount of such indebtedness according to the agreed terms of payment. 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 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 the effective control of the company or close corporation; then, without prejudice to any other right, the CREDITOR is entitled, but not compelled, to elect to – a). Treat as immediately due and 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 DEBTOR until the DEBTOR has paid the aforesaid amounts and has remedied the breach; b). Forthwith cancel this agreement and retake possession of any of the goods 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. 5.5 The DEBTOR acknowledges that custom-made goods cannot easily be sold to a third party and accordingly should the DEBTOR cancel a custom-made goods order after the CREDITOR has commenced with such customization, the DEBTOR shall be liable for full payment of such order, 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 external. 5.7 The “Strip and Quote” charge is to be settled in full before the part, item or vehicle may be removed from the CREDITORS premises, should the order or instruction for the work to performed be cancelled or withheld.

Payment and Default. 5.1 All (a) Subject to sub-clause 10(c) hereof, and unless otherwise agreed in writing all accounts shall be paid in full and without payable within 20 days of delivery, or as otherwise identified on any deduction or set-off, based on payment terms agreed at the time statement of order placement or within 30 days from date of statement for authorised account holders. Such accounts are not subject to a settlement discount or other terms of payment unless agreed in writing between the CREDITOR and DEBTOR. The DEBTOR agrees that in the event of any portion of an invoice being disputed, the DEBTOR shall nevertheless forthwith pay the undisputed amount of such indebtedness according to the agreed terms of paymentissued by ▇▇▇▇▇▇▇▇▇▇▇. 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 (b) If any of the terms 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 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 the effective control of the company or close corporation; then, without prejudice to any other right, 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 CREDITOR is entitled, but not compelled, to elect to – a). Treat as due date on any statement of account has occurred or passed shall become immediately due and payable 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 outstanding amounts 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 are not yet 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 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 DEBTOR until the DEBTOR has paid the aforesaid amounts and has remedied the breach; b). Forthwith cancel this agreement and retake possession of any payable by virtue of the goods 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 provisions of clause 5.3 above shall not be exhaustive and shall be in addition to the CREDITOR’S common law rights. 5.5 The DEBTOR acknowledges that custom-made goods cannot easily be sold to a third party and accordingly should the DEBTOR cancel a custom-made goods order after the CREDITOR has commenced with such customization10(b) hereof, the DEBTOR Buyer shall be liable for full payment and hereby agrees to indemnify ▇▇▇▇▇▇▇▇▇▇▇ in respect of all costs and expenses which ▇▇▇▇▇▇▇▇▇▇▇ may incur as a result of such orderdefault, notwithstanding such cancellation including legal costs and non-delivery. 5.6 expenses incurred on a solicitor/own client basis. The DEBTOR will be liable for all “Strip costs 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 external. 5.7 The “Strip and Quote” charge is to be settled in full before the part, item or vehicle expenses that may be removed from 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 CREDITORS premisesevent 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, should regardless of whether the order or instruction for Buyer is then in default under the work to performed be cancelled or withheldterms of any provision of these conditions of sale.

Payment and Default. 5.1 All accounts shall be paid in full and full, 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 holdersstatement. Such accounts Accounts are not subject to a settlement discount or other terms of payment unless agreed in writing between the CREDITOR and DEBTOR. The DEBTOR agrees that in the event of any portion of an invoice being disputed, the DEBTOR shall nevertheless forthwith pay the undisputed amount of such indebtedness according to the agreed terms of payment. 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 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 the effective control of the company or close corporation; then, without prejudice to any other right, the CREDITOR is entitled, but not compelled, to elect to – a). Treat as immediately due and 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 DEBTOR until the DEBTOR has paid the aforesaid amounts and has remedied the breachthebreach; b). Forthwith cancel this agreement and retake possession of any of the goods 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. 5.5 The DEBTOR acknowledges that custom-made goods cannot easily be sold to a third party and accordingly should the DEBTOR cancel a custom-made goods order after the CREDITOR has commenced with such customization, the DEBTOR shall be liable for full payment of such order, 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 external. 5.7 The “Strip and Quote” charge is to be settled in full before the part, item or vehicle may be removed from the CREDITORS premises, should the order or instruction for the work to performed be cancelled or withheld.

Payment and Default. 5.1 All accounts 8.1 CBG agrees and undertakes that the Undertaking to Pay shall be paid discharged by CBG: (a) in full and without any deduction or set-off, based counterclaim, deduction or withholding (other than any deduction or withholding for tax required by law); and (b) 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 obligations under the Undertaking to Pay: (a) Default Interest shall accrue as a separate payment obligation on payment any outstanding amount of the Undertaking to Pay on a daily basis, from and 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 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 its rights, remedies, powers or 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 free from all encumbrances to: (i) a third-party buyer as directed by Bank (a Third Party Transfer); or (ii) the Bank for nil consideration. 8.3 In respect of any transfer pursuant to clause 8.2(f) above, the Bank shall: (a) use reasonable endeavours (acting in good faith) to ensure that any Third Party Transfer is on terms agreed 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; (b) 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 order placement 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 fair market value of the Group Shares so transferred to the Bank; and (B) where the Group Shares are retained or within 30 days 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 Bank 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. 8.4 No failure by the 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 Group Shares issued to CBG under this agreement, or any monies received by the Bank pursuant to the exercise of its rights under clause 8.3, and the Bank shall have all such rights and shall be permitted to take any steps required for the purpose of obtaining payment in full from date of statement for authorised account holders. Such accounts CBG pursuant to the Undertaking to Pay. 8.5 Where Group Shares are not transferred under clause 8.2(f), the Parties acknowledge and confirm that, subject to a settlement discount or other terms the waiver of payment unless agreed rights in writing between the CREDITOR and DEBTOR. The DEBTOR agrees that in the event accordance with clause of any portion of an invoice being disputedthis Agreement, the DEBTOR Relationship Agreement shall nevertheless forthwith pay the undisputed amount of such indebtedness according continue to the agreed terms of paymentapply in accordance with its terms. 5.2 In the event 8.6 CBG hereby irrevocably appoints each member of the DEBTOR not receiving monthly statements it is the responsibility board of the DEBTOR Bank, from time to draw this to the attention of the CREDITOR so that statements may be provided to the DEBTOR time, as its attorney (each an Attorney), with full authority on its behalf and in order its name or otherwise and as security 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 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 the effective control of the company or close corporation; then, without prejudice to any other right, the CREDITOR is entitled, but not compelled, to elect to – a). Treat as immediately due and 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 by CBG of its obligations hereunder as well as any other contract with the DEBTOR until the DEBTOR has paid the aforesaid amounts and has remedied the breach; b). Forthwith cancel this agreement and retake possession of any of the goods 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 under clause 5.3 above shall not be exhaustive and shall be in addition to the CREDITOR’S common law rights. 5.5 The DEBTOR acknowledges that custom-made goods cannot easily be sold to a third party and accordingly should the DEBTOR cancel a custom-made goods order after the CREDITOR has commenced with such customization, the DEBTOR shall be liable for full payment of such order, 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 external. 5.7 The “Strip and Quote” charge is to be settled in full before the part, item or vehicle may be removed from the CREDITORS premises, should the order or instruction for the work to performed be cancelled or withheld.8.2