Common use of CHARGES AND INVOICING Clause in Contracts

CHARGES AND INVOICING. 8.1. In consideration of the Supplier carrying out its obligations under this Agreement, the Company shall pay the Charges to the Supplier subject to and in accordance with the terms of this Clause 8, the Invoicing Procedure and (i) in the case of the Implementation Charges and the Core Charges, Schedule Part 4 (Charges) and (ii) in the case of the Charges relating to any Additional Services, paragraph 7 of the relevant Work Instruction. 8.2. The relevant Charges shall be payable by the Company from thirty (30) days and within ninety (90) days of receipt of the Supplier’s correct invoice properly rendered in accordance with this Agreement, containing (as a minimum) the following information:- 8.2.1. a statement summarising the Services to which the invoice relates; 8.2.2. the Company’s contract number, purchase order number and (if any) the project number allocated by the Company, each as notified by the Company to the Supplier from time to time; 8.2.3. if requested by the Company, the total amount invoiced by the Supplier and the total amount paid by the Company under this Agreement up to the date of the invoice; and 8.2.4. such other information as the Company may reasonably request (including time sheets or records, receipts and third party invoices) to enable the Company to verify that the sums claimed in the invoice are accurate. 8.3. All invoices shall be submitted to the Company at the relevant address specified by the Company for that purpose from time to time. 8.4. The Company may choose to pay sums due to the Supplier under this Agreement via the Banks Automated Clearing Services System (BACS) in which event the Supplier shall provide the Company with all relevant banking details. The Company shall not be liable for any late payment charges in the event that the Supplier fails to comply with this Clause 8.4. 8.5. The Company may withhold payment against any invoice which is not submitted in accordance with this Agreement or which covers or purports to relate to obligations which have not been performed in accordance with this Agreement or which it disputes for any other valid reason. 8.6. Interest shall be payable on the late payment of any undisputed Charges properly invoiced in accordance with this Agreement at the rate of 2% per annum above the base rate for the time being of the Bank of England on the relevant undisputed invoiced amount of the Charges. 8.7. The Supplier shall account to HM Revenue & Customs for all taxes and other related liabilities, charges and dues (including PAYE and National Insurance) for which the Supplier (or any of its contractors, agents and/or employees) is or are liable. 8.8. The Supplier shall indemnify and keep the Company and all ScottishPower Group Companies indemnified from and against all Losses arising from or incurred by reason of any breach of Clause 8.7 by the Supplier. 8.9. Unless stated to the contrary in Schedule Part 4 (Charges) or the relevant Work Instruction (as applicable), the Charges are stated exclusive of VAT, which shall be added at the prevailing rate as applicable. 8.10. The Parties acknowledge and agree that payment of any sums by the Company under this Agreement shall be without prejudice to any claims or rights which the Company may have against the Supplier and shall not constitute any acceptance, admission or waiver by the Company as to the performance by the Supplier of its obligations hereunder. 8.11. Any Service Credits that are due by the Supplier to the Company pursuant to Clause 3.5.3 shall (at the Company’s option) either (i) be set off against any Charges payable by the Company to the Supplier or (ii) payable by the Supplier as a debt to the Company within 30 days of written demand by the Company. 8.12. The Company may retain or set off any amount owed by it to the Supplier against any amount due by the Company to the Supplier under this Agreement. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against the Company in order to justify withholding payment of any amount due by the Supplier to the Company. 8.13. Without prejudice to Clause 15 (Audits), the Supplier shall maintain complete and accurate records of all time spent and materials used by the Supplier in providing the Services (including, where required by the Company, completed time sheets in a form approved by the Company), and the Supplier shall allow the Company to inspect such records at any time on the Company’s reasonable request. 8.14. Except to the extent expressly stated in Schedule Part 4 (Charges) or agreed in writing between authorised representatives of the Parties in accordance with Clause 17 (Variation Procedure), the rates of the Charges set out in Schedule Part 4 (Charges) are fixed for the term of this Agreement and no increase in the rates of any Charges may be made (whether on account of increased material, labour or transport costs, indexation, fluctuations in rate(s) of exchange or otherwise) without the prior written consent of the Company. 8.15. For the avoidance of any doubt, except as otherwise expressly provided in this Agreement, the Parties shall each bear their own costs and expenses incurred in respect of compliance with their obligations under this Agreement. 8.16. Where any Delay Payments, Service Credits and/or liquidated damages payments are due or payable by the Supplier (and/or are applied by the Company to reduce any Charges that are payable to the Supplier) in accordance with the terms of this Agreement in connection with any Default and/or failure by the Supplier, the parties acknowledge and agree that: 8.16.1. the amount(s) and/or rate(s) of the relevant Delay Payments, Service Credits and/or liquidated damages payments (as applicable) that are set out in or are applied pursuant to this Agreement: 8.16.1.1. do not constitute a penalty; 8.16.1.2. represent a reasonable, proportionate and legitimate adjustment to the Charges to reflect the reduced value to the Company and/or other ScottishPower Group Companies of the relevant Services provided by the Supplier as a result of the relevant Default and/or failure by the Supplier; and 8.16.1.3. in any event (and without prejudice to Clause 8.16.2), are proportionate to the legitimate interest of the Company in ensuring that the Supplier performs the relevant obligation in accordance with the terms of this Agreement, and include, without limitation, a genuine pre-estimate of the minimum amount of the Losses that will be suffered or incurred by the Company and/or other ScottishPower Group Companies as a result of the relevant Default or failure by the Supplier; and 8.16.2. unless expressly stated to the contrary in the Services Description or the relevant Work Instruction, the payment or application of any Delay Payments, Service Credits and/or liquidated damages payments shall not be the Company's sole or exclusive remedy in connection with the relevant Default or failure by the Supplier.

CHARGES AND INVOICING. 8.1. 7.1 In consideration of the Supplier carrying out performing its obligations under this Agreementeach Contract, the Company Intertek shall pay the Supplier the Charges to in accordance with this Condition 7 and as detailed in each Order. 7.2 The Charges for each of the Supplier Services (or each element of the Services as applicable) shall be specified in the Order and if no price is quoted, the price which is set out in the Supplier's published price list at the time the Contract was made shall be applicable. 7.3 Except where otherwise agreed in writing, the Charges set out in an Order shall be all the Charges due in respect of the Supplier's performance of the Services (subject to condition 7.2 above) and in accordance with the terms of this Clause 8Contract. Unless otherwise agreed in writing by Intertek, the Invoicing Procedure Charges shall include every cost and (i) expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. If any unforeseen problems or expenditure arise in the case course of carrying out any of the Implementation Charges Services the Supplier shall not be entitled to make additional charges to cover additional time and cost necessarily incurred to complete the Core Charges, Schedule Part 4 (Charges) and (ii) Services. 7.4 Each invoice submitted to Intertek for payment shall be in the case respect of the Charges relating to any Additional ServicesServices carried out during the previous calendar month, paragraph 7 of the relevant Work Instruction. 8.2. The relevant Charges and shall be payable by the Company from thirty (30) days quote this Contract and within ninety (90) days of receipt of the Supplier’s correct invoice properly rendered in accordance with this Agreement, containing (contain such other information as a minimum) the following information:- 8.2.1. a statement summarising the Services to which the invoice relates; 8.2.2. the Company’s contract number, purchase order number and (if any) the project number allocated by the Company, each as notified by the Company to the Supplier Intertek may reasonably require from time to time; 8.2.37.5 The Supplier will ensure that Intertek receives the Supplier's invoice for Services within 90 days of the end of the month within which those Services were performed. if requested Where an invoice for Services is not received within such 90 day period, then the Supplier waives its right to invoice or otherwise charge for the relevant Services. 7.6 All prices and the Charges shall be inclusive of all taxes, duties, levies or similar compulsory charges imposed by any authority payable on such amount, including but not limited to VAT, where applicable, and it is the CompanySupplier's responsibility to pay any such sums. 7.7 No extra charges will be payable by Intertek unless this has been agreed in writing and signed by Intertek. 7.8 The Supplier's invoice must meet the following requirements (the "Invoice Requirements"): 7.8.1 be properly and correctly calculated; and 7.8.2 state the price for the Services and other elements of the Charges specified in the Order which are being invoiced; and 7.8.3 include, as a separate item, any taxes, duties, levies or similar charges imposed by any authority payable on such amount, including but not limited to VAT, where applicable; and 7.8.4 specify any discounts applied to the invoiced amount; and 7.8.5 specify any service credits, delay credits or other price reductions related to Service failures which have been applied; and 7.8.6 state the total amount invoiced by payable to the Supplier and under that invoice; and 7.8.7 include such supporting information required by Intertek to verify the total amount paid by the Company under this Agreement up to the date accuracy of the invoice; and 8.2.4. such other information as the Company may reasonably request (including time sheets or records, receipts and third party invoices) to enable the Company to verify that the sums claimed in the invoice are accurate. 8.3. All invoices shall be submitted to the Company at 7.8.8 clearly state the relevant address specified by the Company for that purpose from time to time. 8.4. The Company may choose to pay sums due to the Supplier under this Agreement via the Banks Automated Clearing Services System (BACS) in which event the Supplier shall provide the Company with all relevant banking details. The Company shall not be liable for any late payment charges in the event that the Supplier fails to comply with this Clause 8.4. 8.5. The Company may withhold payment against any invoice which is not submitted in accordance with this Agreement or which covers or purports to relate to obligations which have not been performed in accordance with this Agreement or which it disputes for any other valid reason. 8.6. Interest shall be payable Intertek purchase order number on the late payment of any undisputed Charges properly invoiced in accordance with this Agreement at the rate of 2% per annum above the base rate for the time being of the Bank of England on the relevant undisputed invoiced amount of the Charges. 8.7. The Supplier shall account to HM Revenue & Customs for all taxes and other related liabilities, charges and dues (including PAYE and National Insurance) for which the Supplier (or any of its contractors, agents and/or employees) is or are liable. 8.8. The Supplier shall indemnify and keep the Company and all ScottishPower Group Companies indemnified from and against all Losses arising from or incurred by reason of any breach of Clause 8.7 by the Supplier. 8.9. Unless stated to the contrary in Schedule Part 4 (Charges) or the relevant Work Instruction (as applicable), the Charges are stated exclusive of VAT, which shall be added at the prevailing rate as face if applicable. 8.10. The Parties acknowledge and agree that payment of any sums by the Company under this Agreement shall 7.9 If Intertek places an Order on a "price to be without prejudice to any claims or rights which the Company may have against the Supplier and shall not constitute any acceptance, admission or waiver by the Company as to the performance by the Supplier of its obligations hereunder. 8.11. Any Service Credits that are due by the Supplier to the Company pursuant to Clause 3.5.3 shall (at the Company’s option) either (i) be set off against any Charges payable by the Company to the Supplier or (ii) payable by the Supplier as a debt to the Company within 30 days of written demand by the Company. 8.12. The Company may retain or set off any amount owed by it to the Supplier against any amount due by the Company to the Supplier under this Agreement. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against the Company in order to justify withholding payment of any amount due by the Supplier to the Company. 8.13. Without prejudice to Clause 15 (Audits)agreed" basis, the Supplier shall maintain complete and accurate records will obtain Intertek's confirmation of all time spent and materials used by the Supplier in providing price to be paid before the Services (including, where required by the Company, completed time sheets in a form approved by the Company), and the Supplier shall allow the Company to inspect such records at any time on the Company’s reasonable requestare supplied. 8.14. Except 7.10 Any variation to the extent expressly stated in Schedule Part 4 (Charges) or Charges must be agreed in writing between authorised representatives of the Parties in accordance with Clause 17 (Variation Procedure), the rates of the Charges set out in Schedule Part 4 (Charges) are fixed for the term of this Agreement and no increase in the rates of any Charges may be made (whether on account of increased material, labour or transport costs, indexation, fluctuations in rate(s) of exchange or otherwise) without the prior written consent of the Company. 8.15. For the avoidance of any doubt, except as otherwise expressly provided in this Agreement, the Parties shall each bear their own costs and expenses incurred in respect of compliance with their obligations under this Agreement. 8.16. Where any Delay Payments, Service Credits and/or liquidated damages payments are due or payable by the Supplier (and/or are applied by the Company to reduce any Charges that are payable to the Supplier) in accordance with the terms of this Agreement in connection with any Default and/or failure by the Supplier, the parties acknowledge and agree that: 8.16.1. before the amount(s) and/or rate(s) provision of the relevant Delay Payments, Service Credits and/or liquidated damages payments (as applicable) that Services are set out in or are applied pursuant to this Agreement: 8.16.1.1. do not constitute a penalty; 8.16.1.2. represent a reasonable, proportionate and legitimate adjustment to the Charges to reflect the reduced value to the Company and/or other ScottishPower Group Companies of the relevant Services provided by the Supplier as a result of the relevant Default and/or failure by the Supplier; and 8.16.1.3. in any event (and without prejudice to Clause 8.16.2), are proportionate to the legitimate interest of the Company in ensuring that the Supplier performs the relevant obligation in accordance with the terms of this Agreement, and include, without limitation, a genuine pre-estimate of the minimum amount of the Losses that will be suffered or incurred by the Company and/or other ScottishPower Group Companies as a result of the relevant Default or failure by the Supplier; and 8.16.2. unless expressly stated to the contrary in the Services Description or the relevant Work Instruction, the payment or application of any Delay Payments, Service Credits and/or liquidated damages payments shall not be the Company's sole or exclusive remedy in connection with the relevant Default or failure by the Suppliercarried out.

CHARGES AND INVOICING. ‌ 8.1. In consideration of the Supplier carrying out its obligations under this Agreement, the Company shall pay the Charges to the Supplier subject to and in accordance with the terms of this Clause 8, the Invoicing Procedure and (i) in the case of the Implementation Charges and the Core Charges, Schedule Part 4 2 (Core Charges) and (ii) in the case of the Charges relating to any Additional Services, paragraph section 7 of the relevant Work Instruction. 8.2. The relevant Charges shall be payable by the Company from thirty (30) days and within ninety (90) days of receipt of the Supplier’s correct invoice properly rendered in accordance with this Agreement, containing (as a minimum) the following information:- 8.2.1. a statement summarising the Services to which the invoice relates; 8.2.2. the Company’s contract number, purchase order number and (if any) the project number allocated by the Company, each as notified by the Company to the Supplier from time to time; 8.2.3. if requested by the Company, the total amount invoiced by the Supplier and the total amount paid by the Company under this Agreement up to the date of the invoice; and 8.2.4. such other information as the Company may reasonably request (including time sheets or records, receipts and third party invoices) to enable the Company to verify that the sums claimed in the invoice are accurate. 8.3. All invoices shall be submitted to the Company at the relevant address specified by the Company for that purpose from time to time. 8.4. The Company may choose to pay sums due to the Supplier under this Agreement via the Banks Automated Clearing Services System (BACS) in which event the Supplier shall provide the Company with all relevant banking details. The Company shall not be liable for any late payment charges in the event that the Supplier fails to comply with this Clause 8.4. 8.5. The Company may withhold payment against any invoice which is not submitted in accordance with this Agreement or which covers or purports to relate to obligations which have not been performed in accordance with this Agreement or which it disputes for any other valid reason. 8.6. Interest shall be payable on the late payment of any undisputed Charges properly invoiced in accordance with this Agreement at the rate of 2% per annum above the base rate for the time being of the Bank of England on the relevant undisputed invoiced amount of the Charges. 8.7. The Supplier shall account to HM Revenue & Customs for all taxes and other related liabilities, charges and dues (including PAYE and National Insurance) for which the Supplier (or any of its contractors, agents and/or employees) is or are liable. 8.8. The Supplier shall indemnify and keep the Company and all ScottishPower Group Companies indemnified from and against all Losses arising from or incurred by reason of any breach of Clause 8.7 by the Supplier. 8.9. Unless stated to the contrary in Schedule Part 4 2 (Core Charges) or the relevant Work Instruction (as applicable), the Charges are stated exclusive of VAT, which shall be added at the prevailing rate as applicable. 8.10. The Parties acknowledge and agree that payment of any sums by the Company under this Agreement shall be without prejudice to any claims or rights which the Company may have against the Supplier and shall not constitute any acceptance, admission or waiver by the Company as to the performance by the Supplier of its obligations hereunder. 8.11. Any Service Credits that are due by the Supplier to the Company pursuant to Clause 3.5.3 shall (at the Company’s option) either (i) be set off against any Charges payable by the Company to the Supplier or (ii) payable by the Supplier as a debt to the Company within 30 days of written demand by the Company. 8.12. The Company may retain or set off any amount owed to it by it to the Supplier against any amount due by the Company to the Supplier under this Agreement. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against the Company in order to justify withholding payment of any amount due by the Supplier to the Company. 8.138.12. Without prejudice to Clause 15 (Audits), the Supplier shall maintain complete and accurate records of all time spent and materials used by the Supplier in providing the Services (including, where required by the Company, completed time sheets in a form approved by the Company), and the Supplier shall allow the Company to inspect such records at any time on the Company’s reasonable request. 8.148.13. Except to the extent expressly stated in Schedule Part 4 2 (Charges) or agreed in writing between authorised representatives of the Parties in accordance with Clause 17 (Variation Procedure), the rates of the Charges set out in Schedule Part 4 2 (Charges) are fixed for the term of this Agreement and no increase in the rates of any Charges may be made (whether on account of increased material, labour or transport costs, indexation, fluctuations in rate(s) of exchange or otherwise) without the prior written consent agreement of the Company. 8.158.14. For the avoidance of any doubt, except as otherwise expressly provided in this Agreement, the Parties shall each bear their own costs and expenses incurred in respect of compliance with their obligations under this Agreement. 8.168.15. Where any Delay Payments, Service Credits service credits and/or liquidated damages payments are due or payable by the Supplier (and/or are applied by the Company to reduce any Charges that are payable to the Supplier) in accordance with the terms of this Agreement in connection with any Default and/or failure by the Supplier, the parties acknowledge and agree that: 8.16.18.15.1. the amount(s) and/or rate(s) of the relevant Delay Payments, Service Credits service credits and/or liquidated damages payments (as applicable) that are set out in or are applied pursuant to this Agreement: 8.16.1.18.15.1.1. do not constitute a penalty; 8.16.1.28.15.1.2. represent a reasonable, proportionate and legitimate adjustment to the Charges to reflect the reduced value to the Company and/or other ScottishPower Group Companies of the relevant Services provided by the Supplier as a result of the relevant Default and/or failure by the Supplier; and 8.16.1.38.15.1.3. in any event (and without prejudice to Clause 8.16.28.15.2), are proportionate to the legitimate interest of the Company in ensuring that the Supplier performs the relevant obligation in accordance with the terms of this Agreement, and include, without limitation, a genuine pre-estimate of the minimum amount of the Losses that will be suffered or incurred by the Company and/or other ScottishPower Group Companies as a result of the relevant Default or failure by the Supplier; and 8.16.28.15.2. unless expressly stated to the contrary in the Services Description or the relevant Work Instruction, the payment or application of any Delay Payments, Service Credits service credits and/or liquidated damages payments shall not be the Company's sole or exclusive remedy in connection with the relevant Default or failure by the Supplier.

CHARGES AND INVOICING. ‌ 8.1. In consideration of the Supplier carrying out its obligations under this Agreement, the Company shall pay the Charges to the Supplier subject to and in accordance with the terms of this Clause 8, the Invoicing Procedure and (i) in the case of the Implementation Charges and the Core Charges, Schedule Part 4 (Charges) and (ii) in the case of the Charges relating to any Additional Services, paragraph 7 of the relevant Work Instruction. 8.2. The relevant Charges shall be payable by the Company from thirty (30) days and within ninety (90) days of receipt of the Supplier’s correct invoice properly rendered in accordance with this Agreement, containing (as a minimum) the following information:- 8.2.1. a statement summarising the Services to which the invoice relates; 8.2.2. the Company’s contract number, purchase order number and (if any) the project number allocated by the Company, each as notified by the Company to the Supplier from time to time; 8.2.3. if requested by the Company, the total amount invoiced by the Supplier and the total amount paid by the Company under this Agreement up to the date of the invoice; and 8.2.4. such other information as the Company may reasonably request (including time sheets or records, receipts and third party invoices) to enable the Company to verify that the sums claimed in the invoice are accurate. 8.3. All invoices shall be submitted to the Company at the relevant address specified by the Company for that purpose from time to time. 8.4. The Company may choose to pay sums due to the Supplier under this Agreement via the Banks Automated Clearing Services System (BACS) in which event the Supplier shall provide the Company with all relevant banking details. The Company shall not be liable for any late payment charges in the event that the Supplier fails to comply with this Clause 8.4. 8.5. The Company may withhold payment against any invoice which is not submitted in accordance with this Agreement or which covers or purports to relate to obligations which have not been performed in accordance with this Agreement or which it disputes for any other valid reason. 8.6. Interest shall be payable on the late payment of any undisputed Charges properly invoiced in accordance with this Agreement at the rate of 2% per annum above the base rate for the time being of the Bank of England on the relevant undisputed invoiced amount of the Charges. 8.7. The Supplier shall account to HM Revenue & Customs for all taxes and other related liabilities, charges and dues (including PAYE and National Insurance) for which the Supplier (or any of its contractors, agents and/or employees) is or are liable. 8.8. The Supplier shall indemnify and keep the Company and all ScottishPower Group Companies indemnified from and against all Losses arising from or incurred by reason of any breach of Clause 8.7 by the Supplier. 8.9. Unless stated to the contrary in Schedule Part 4 (Charges) or the relevant Work Instruction (as applicable), the Charges are stated exclusive of VAT, which shall be added at the prevailing rate as applicable. 8.10. The Parties acknowledge and agree that payment of any sums by the Company under this Agreement shall be without prejudice to any claims or rights which the Company may have against the Supplier and shall not constitute any acceptance, admission or waiver by the Company as to the performance by the Supplier of its obligations hereunder. 8.11. Any Service Credits that are due by the Supplier to the Company pursuant to Clause 3.5.3 shall (at the Company’s option) either (i) be set off against any Charges payable by the Company to the Supplier or (ii) payable by the Supplier as a debt to the Company within 30 days of written demand by the Company. 8.12. The Company may retain or set off any amount owed by it to the Supplier against any amount due by the Company to the Supplier under this Agreement. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against the Company in order to justify withholding payment of any amount due by the Supplier to the Company. 8.13. Without prejudice to Clause 15 (Audits), the Supplier shall maintain complete and accurate records of all time spent and materials used by the Supplier in providing the Services (including, where required by the Company, completed time sheets in a form approved by the Company), and the Supplier shall allow the Company to inspect such records at any time on the Company’s reasonable request. 8.14. Except to the extent expressly stated in Schedule Part 4 (Charges) or agreed in writing between authorised representatives of the Parties in accordance with Clause 17 (Variation Procedure), the rates of the Charges set out in Schedule Part 4 (Charges) are fixed for the term of this Agreement and no increase in the rates of any Charges may be made (whether on account of increased material, labour or transport costs, indexation, fluctuations in rate(s) of exchange or otherwise) without the prior written consent of the Company. 8.15. For the avoidance of any doubt, except as otherwise expressly provided in this Agreement, the Parties shall each bear their own costs and expenses incurred in respect of compliance with their obligations under this Agreement. 8.16. Where any Delay Payments, Service Credits and/or liquidated damages payments are due or payable by the Supplier (and/or are applied by the Company to reduce any Charges that are payable to the Supplier) in accordance with the terms of this Agreement in connection with any Default and/or failure by the Supplier, the parties acknowledge and agree that: 8.16.1. the amount(s) and/or rate(s) of the relevant Delay Payments, Service Credits and/or liquidated damages payments (as applicable) that are set out in or are applied pursuant to this Agreement: 8.16.1.1. do not constitute a penalty; 8.16.1.2. represent a reasonable, proportionate and legitimate adjustment to the Charges to reflect the reduced value to the Company and/or other ScottishPower Group Companies of the relevant Services provided by the Supplier as a result of the relevant Default and/or failure by the Supplier; and 8.16.1.3. in any event (and without prejudice to Clause 8.16.2), are proportionate to the legitimate interest of the Company in ensuring that the Supplier performs the relevant obligation in accordance with the terms of this Agreement, and include, without limitation, a genuine pre-estimate of the minimum amount of the Losses that will be suffered or incurred by the Company and/or other ScottishPower Group Companies as a result of the relevant Default or failure by the Supplier; and 8.16.2. unless expressly stated to the contrary in the Services Description or the relevant Work Instruction, the payment or application of any Delay Payments, Service Credits and/or liquidated damages payments shall not be the Company's sole or exclusive remedy in connection with the relevant Default or failure by the Supplier.

CHARGES AND INVOICING. 8.1. In consideration of the Supplier carrying out its obligations under this Agreement, the Company shall pay the Charges to the Supplier subject to and in accordance with the terms of this Clause 8, the Invoicing Procedure and (i) in the case of the Implementation Charges and the Core ChargesProcedure, , Schedule Part 4 2 (Charges) and (ii) in the case of the Charges relating to any Additional Services, paragraph ) section 7 of the relevant Work Instruction. 8.2. The relevant Charges shall be payable by the Company from thirty (30) days and within ninety (90) days of receipt of the Supplier’s correct invoice properly rendered in accordance with this Agreement, containing (as a minimum) the following information:- 8.2.1. a statement summarising the Goods and/or the Services to which the invoice relates; 8.2.2. the Company’s contract number, purchase order number and (if any) the project number allocated by the Company, each as notified by the Company to the Supplier from time to time; 8.2.3. if requested by the Company, the total amount invoiced by the Supplier and the total amount paid by the Company under this Agreement up to the date of the invoice; and 8.2.4. such other information as the Company may reasonably request (including time sheets or records, receipts and third party invoices) to enable the Company to verify that the sums claimed in the invoice are accurate. 8.3. All invoices shall be submitted to the Company at the relevant address specified by the Company for that purpose from time to time. 8.4. The Company may choose to pay sums due to the Supplier under this Agreement via the Banks Automated Clearing Services System (BACS) in which event the Supplier shall provide the Company with all relevant banking details. The Company shall not be liable for any late payment charges in the event that the Supplier fails to comply with this Clause 8.4. 8.5. The Company may withhold payment against any invoice which is not submitted in accordance with this Agreement or which covers or purports to relate to obligations which have not been performed in accordance with this Agreement or which it disputes for any other valid reason. 8.6. Interest shall be payable on the late payment of any undisputed Charges properly invoiced in accordance with this Agreement at the rate of 2% per annum above the base rate for the time being of the Bank of England on the relevant undisputed invoiced amount of the Charges. 8.7. The Supplier shall account to HM Revenue & Customs for all taxes and other related liabilities, charges and dues (including PAYE and National Insurance) for which the Supplier (or any of its contractors, agents and/or employees) is or are liable. 8.8. The Supplier shall indemnify and keep the Company and all ScottishPower Group Companies indemnified from and against all Losses arising from or incurred by reason of any breach of Clause 8.7 by the Supplier. 8.9. Unless stated to the contrary in Schedule Part 4 2 (Charges) or the relevant Work Instruction (as applicable), the Charges are stated exclusive of VAT, which shall be added at the prevailing rate as applicable. 8.10. The Parties acknowledge and agree that payment of any sums by the Company under this Agreement shall be without prejudice to any claims or rights which the Company may have against the Supplier and shall not constitute any acceptance, admission or waiver by the Company as to the performance by the Supplier of its obligations hereunder. 8.11. Any Service Credits that are due by the Supplier to the Company pursuant to Clause 3.5.3 shall (at the Company’s option) either (i) be set off against any Charges payable by the Company to the Supplier or (ii) payable by the Supplier as a debt to the Company within 30 days of written demand by the Company. 8.12. The Company may retain or set off any amount owed to it by it to the Supplier against any amount due by the Company to the Supplier under this Agreement. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against the Company in order to justify withholding payment of any amount due by the Supplier to the Company. 8.138.12. Without prejudice to Clause 15 (Audits), the Supplier shall maintain complete and accurate records of all time spent and materials used by the Supplier in providing the Goods and/or the Services (including, where required by the Company, completed time sheets in a form approved by the Company), and the Supplier shall allow the Company to inspect such records at any time on the Company’s reasonable request. 8.13. Subject to Clause 8.8, the Charges payable by the Company for the Goods shall be inclusive of all taxes, customs, duties and other public dues and the costs of package, supply, insurance, carriage, delivery and installation of the Goods, unless expressly agreed otherwise in writing by the Company. 8.14. Except to the extent expressly stated in Schedule Part 4 2 (Charges) or agreed in writing between authorised representatives of the Parties in accordance with Clause 17 (Variation Procedure), the rates of the Charges set out in Schedule Part 4 2 (Charges) are fixed for the term of this Agreement and no increase in the rates of any Charges may be made (whether on account of increased material, labour or transport costs, indexation, fluctuations in rate(s) of exchange or otherwise) without the prior written consent of the Company. 8.15. For the avoidance of any doubt, except as otherwise expressly provided in this Agreement, the Parties shall each bear their own costs and expenses incurred in respect of compliance with their obligations under this Agreement. 8.16. Where any Delay Payments, Service Credits service credits and/or liquidated damages payments are due or payable by the Supplier (and/or are applied by the Company to reduce any Charges that are payable to the Supplier) in accordance with the terms of this Agreement in connection with any Default and/or failure by the Supplier, the parties acknowledge and agree that: 8.16.1. the amount(s) and/or rate(s) of the relevant Delay Payments, Service Credits service credits and/or liquidated damages payments (as applicable) that are set out in or are applied pursuant to this Agreement: 8.16.1.1. do not constitute a penalty; 8.16.1.2. represent a reasonable, proportionate and legitimate adjustment to the Charges to reflect the reduced value to the Company and/or other ScottishPower Group Companies of the relevant Services provided by the Supplier as a result of the relevant Default and/or failure by the Supplier; and 8.16.1.3. in any event (and without prejudice to Clause 8.16.2), are proportionate to the legitimate interest of the Company in ensuring that the Supplier performs the relevant obligation in accordance with the terms of this Agreement, and include, without limitation, a genuine pre-estimate of the minimum amount of the Losses that will be suffered or incurred by the Company and/or other ScottishPower Group Companies as a result of the relevant Default or failure by the Supplier; and 8.16.2. unless expressly stated to the contrary in the Services Description or the relevant Work Instruction, the payment or application of any Delay Payments, Service Credits service credits and/or liquidated damages payments shall not be the Company's sole or exclusive remedy in connection with the relevant Default or failure by the Supplier.

CHARGES AND INVOICING. ‌ 8.1. In consideration of the Supplier carrying out its obligations under this Agreement, the Company shall pay the Charges to the Supplier subject to and in accordance with the terms of this Clause 8, the Invoicing Procedure and (i) in the case of the Implementation Charges and the Core ChargesProcedure, , Schedule Part 4 2 (Charges) and (ii) in the case of the Charges relating to any Additional Services, paragraph ) section 7 of the relevant Work Instruction. 8.2. The relevant Charges shall be payable by the Company from thirty (30) days and within ninety (90) days of receipt of the Supplier’s correct invoice properly rendered in accordance with this Agreement, containing (as a minimum) the following information:- 8.2.1. a statement summarising the Goods and/or the Services to which the invoice relates; 8.2.2. the Company’s contract number, purchase order number and (if any) the project number allocated by the Company, each as notified by the Company to the Supplier from time to time; 8.2.3. if requested by the Company, the total amount invoiced by the Supplier and the total amount paid by the Company under this Agreement up to the date of the invoice; and 8.2.4. such other information as the Company may reasonably request (including time sheets or records, receipts and third party invoices) to enable the Company to verify that the sums claimed in the invoice are accurate. 8.3. All invoices shall be submitted to the Company at the relevant address specified by the Company for that purpose from time to time. 8.4. The Company may choose to pay sums due to the Supplier under this Agreement via the Banks Automated Clearing Services System (BACS) in which event the Supplier shall provide the Company with all relevant banking details. The Company shall not be liable for any late payment charges in the event that the Supplier fails to comply with this Clause 8.4. 8.5. The Company may withhold payment against any invoice which is not submitted in accordance with this Agreement or which covers or purports to relate to obligations which have not been performed in accordance with this Agreement or which it disputes for any other valid reason. 8.6. Interest shall be payable on the late payment of any undisputed Charges properly invoiced in accordance with this Agreement at the rate of 2% per annum above the base rate for the time being of the Bank of England on the relevant undisputed invoiced amount of the Charges. 8.7. The Supplier shall account to HM Revenue & Customs for all taxes and other related liabilities, charges and dues (including PAYE and National Insurance) for which the Supplier (or any of its contractors, agents and/or employees) is or are liable. 8.8. The Supplier shall indemnify and keep the Company and all ScottishPower Group Companies indemnified from and against all Losses arising from or incurred by reason of any breach of Clause 8.7 by the Supplier. 8.9. Unless stated to the contrary in Schedule Part 4 2 (Charges) or the relevant Work Instruction (as applicable), the Charges are stated exclusive of VAT, which shall be added at the prevailing rate as applicable. 8.10. The Parties acknowledge and agree that payment of any sums by the Company under this Agreement shall be without prejudice to any claims or rights which the Company may have against the Supplier and shall not constitute any acceptance, admission or waiver by the Company as to the performance by the Supplier of its obligations hereunder. 8.11. Any Service Credits that are due by the Supplier to the Company pursuant to Clause 3.5.3 shall (at the Company’s option) either (i) be set off against any Charges payable by the Company to the Supplier or (ii) payable by the Supplier as a debt to the Company within 30 days of written demand by the Company. 8.12. The Company may retain or set off any amount owed to it by it to the Supplier against any amount due by the Company to the Supplier under this Agreement. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against the Company in order to justify withholding payment of any amount due by the Supplier to the Company. 8.138.12. Without prejudice to Clause 15 (Audits), the Supplier shall maintain complete and accurate records of all time spent and materials used by the Supplier in providing the Goods and/or the Services (including, where required by the Company, completed time sheets in a form approved by the Company), and the Supplier shall allow the Company to inspect such records at any time on the Company’s reasonable request. 8.13. Subject to Clause 8.8, the Charges payable by the Company for the Goods shall be inclusive of all taxes, customs, duties and other public dues and the costs of package, supply, insurance, carriage, delivery and installation of the Goods, unless expressly agreed otherwise in writing by the Company. 8.14. Except to the extent expressly stated in Schedule Part 4 2 (Charges) or agreed in writing between authorised representatives of the Parties in accordance with Clause 17 (Variation Procedure), the rates of the Charges set out in Schedule Part 4 2 (Charges) are fixed for the term of this Agreement and no increase in the rates of any Charges may be made (whether on account of increased material, labour or transport costs, indexation, fluctuations in rate(s) of exchange or otherwise) without the prior written consent of the Company. 8.15. For the avoidance of any doubt, except as otherwise expressly provided in this Agreement, the Parties shall each bear their own costs and expenses incurred in respect of compliance with their obligations under this Agreement. 8.16. Where any Delay Payments, Service Credits service credits and/or liquidated damages payments are due or payable by the Supplier (and/or are applied by the Company to reduce any Charges that are payable to the Supplier) in accordance with the terms of this Agreement in connection with any Default and/or failure by the Supplier, the parties acknowledge and agree that: 8.16.1. the amount(s) and/or rate(s) of the relevant Delay Payments, Service Credits service credits and/or liquidated damages payments (as applicable) that are set out in or are applied pursuant to this Agreement: 8.16.1.1. do not constitute a penalty; 8.16.1.2. represent a reasonable, proportionate and legitimate adjustment to the Charges to reflect the reduced value to the Company and/or other ScottishPower Group Companies of the relevant Services provided by the Supplier as a result of the relevant Default and/or failure by the Supplier; and 8.16.1.3. in any event (and without prejudice to Clause 8.16.2), are proportionate to the legitimate interest of the Company in ensuring that the Supplier performs the relevant obligation in accordance with the terms of this Agreement, and include, without limitation, a genuine pre-estimate of the minimum amount of the Losses that will be suffered or incurred by the Company and/or other ScottishPower Group Companies as a result of the relevant Default or failure by the Supplier; and 8.16.2. unless expressly stated to the contrary in the Services Description or the relevant Work Instruction, the payment or application of any Delay Payments, Service Credits service credits and/or liquidated damages payments shall not be the Company's sole or exclusive remedy in connection with the relevant Default or failure by the Supplier.

CHARGES AND INVOICING. 8.1. In consideration of the Supplier carrying out its obligations under this Agreement, the Company shall pay the Charges to the Supplier subject to and in accordance with the terms of this Clause 8, the Invoicing Procedure and (i) in the case of the Implementation Charges and the Core Charges, Schedule Part 4 2 (Core Charges) and (ii) in the case of the Charges relating to any Additional Services, paragraph section 7 of the relevant Work Instruction. 8.2. The relevant Charges shall be payable by the Company from thirty (30) days and within ninety (90) days of receipt of the Supplier’s correct invoice properly rendered in accordance with this Agreement, containing (as a minimum) the following information:- 8.2.1. a statement summarising the Services to which the invoice relates; 8.2.2. the Company’s contract number, purchase order number and (if any) the project number allocated by the Company, each as notified by the Company to the Supplier from time to time; 8.2.3. if requested by the Company, the total amount invoiced by the Supplier and the total amount paid by the Company under this Agreement up to the date of the invoice; and 8.2.4. such other information as the Company may reasonably request (including time sheets or records, receipts and third party invoices) to enable the Company to verify that the sums claimed in the invoice are accurate. 8.3. All invoices shall be submitted to the Company at the relevant address specified by the Company for that purpose from time to time. 8.4. The Company may choose to pay sums due to the Supplier under this Agreement via the Banks Automated Clearing Services System (BACS) in which event the Supplier shall provide the Company with all relevant banking details. The Company shall not be liable for any late payment charges in the event that the Supplier fails to comply with this Clause 8.4. 8.5. The Company may withhold payment against any invoice which is not submitted in accordance with this Agreement or which covers or purports to relate to obligations which have not been performed in accordance with this Agreement or which it disputes for any other valid reason. 8.6. Interest shall be payable on the late payment of any undisputed Charges properly invoiced in accordance with this Agreement at the rate of 2% per annum above the base rate for the time being of the Bank of England on the relevant undisputed invoiced amount of the Charges. 8.7. The Supplier shall account to HM Revenue & Customs for all taxes and other related liabilities, charges and dues (including PAYE and National Insurance) for which the Supplier (or any of its contractors, agents and/or employees) is or are liable. 8.8. The Supplier shall indemnify and keep the Company and all ScottishPower Group Companies indemnified from and against all Losses arising from or incurred by reason of any breach of Clause 8.7 by the Supplier. 8.9. Unless stated to the contrary in Schedule Part 4 2 (Core Charges) or the relevant Work Instruction (as applicable), the Charges are stated exclusive of VAT, which shall be added at the prevailing rate as applicable. 8.10. The Parties acknowledge and agree that payment of any sums by the Company under this Agreement shall be without prejudice to any claims or rights which the Company may have against the Supplier and shall not constitute any acceptance, admission or waiver by the Company as to the performance by the Supplier of its obligations hereunder. 8.11. Any Service Credits that are due by the Supplier to the Company pursuant to Clause 3.5.3 shall (at the Company’s option) either (i) be set off against any Charges payable by the Company to the Supplier or (ii) payable by the Supplier as a debt to the Company within 30 days of written demand by the Company. 8.12. The Company may retain or set off any amount owed to it by it to the Supplier against any amount due by the Company to the Supplier under this Agreement. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against the Company in order to justify withholding payment of any amount due by the Supplier to the Company. 8.138.12. Without prejudice to Clause 15 (Audits), the Supplier shall maintain complete and accurate records of all time spent and materials used by the Supplier in providing the Services (including, where required by the Company, completed time sheets in a form approved by the Company), and the Supplier shall allow the Company to inspect such records at any time on the Company’s reasonable request. 8.148.13. Except to the extent expressly stated in Schedule Part 4 2 (Charges) or agreed in writing between authorised representatives of the Parties in accordance with Clause 17 (Variation Procedure), the rates of the Charges set out in Schedule Part 4 2 (Charges) are fixed for the term of this Agreement and no increase in the rates of any Charges may be made (whether on account of increased material, labour or transport costs, indexation, fluctuations in rate(s) of exchange or otherwise) without the prior written consent agreement of the Company. 8.158.14. For the avoidance of any doubt, except as otherwise expressly provided in this Agreement, the Parties shall each bear their own costs and expenses incurred in respect of compliance with their obligations under this Agreement. 8.168.15. Where any Delay Payments, Service Credits service credits and/or liquidated damages payments are due or payable by the Supplier (and/or are applied by the Company to reduce any Charges that are payable to the Supplier) in accordance with the terms of this Agreement in connection with any Default and/or failure by the Supplier, the parties acknowledge and agree that: 8.16.18.15.1. the amount(s) and/or rate(s) of the relevant Delay Payments, Service Credits service credits and/or liquidated damages payments (as applicable) that are set out in or are applied pursuant to this Agreement: 8.16.1.18.15.1.1. do not constitute a penalty; 8.16.1.28.15.1.2. represent a reasonable, proportionate and legitimate adjustment to the Charges to reflect the reduced value to the Company and/or other ScottishPower Group Companies of the relevant Services provided by the Supplier as a result of the relevant Default and/or failure by the Supplier; and 8.16.1.38.15.1.3. in any event (and without prejudice to Clause 8.16.28.15.2), are proportionate to the legitimate interest of the Company in ensuring that the Supplier performs the relevant obligation in accordance with the terms of this Agreement, and include, without limitation, a genuine pre-estimate of the minimum amount of the Losses that will be suffered or incurred by the Company and/or other ScottishPower Group Companies as a result of the relevant Default or failure by the Supplier; and 8.16.28.15.2. unless expressly stated to the contrary in the Services Description or the relevant Work Instruction, the payment or application of any Delay Payments, Service Credits service credits and/or liquidated damages payments shall not be the Company's sole or exclusive remedy in connection with the relevant Default or failure by the Supplier.