Common use of Charges, Payment and Recovery of Sums Due Clause in Contracts

Charges, Payment and Recovery of Sums Due. 5.1 The Charges for the Goods and/or Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Goods and/or Services. Unless otherwise agreed in writing by UKRI, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the supply of the Goods and/or performance of the Service. 5.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. UKRI shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Goods and/or Services. 5.3 The Supplier shall invoice UKRI as specified in the Contract. Each invoice shall include such supporting information required by UKRI to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Goods and/or Services supplied in the invoice period. 5.4 In consideration of the supply of the Goods and/or Services by the Supplier, UKRI shall pay the Supplier the invoiced amounts no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. UKRI may, without prejudice to any other rights and remedies under the Contract, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If UKRI fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of clause 5.4 after a reasonable time has passed (which shall be no less than 14 calendar days). 5.6 If there is a dispute between the Parties as to the amount invoiced, UKRI may reject the invoice in its entirety. The Supplier shall not suspend the supply of the Goods and/or Services unless the Supplier is entitled to terminate the Contract for a failure to pay undisputed sums in accordance with clause 18.5. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 21. 5.7 Where the Supplier enters into a sub-contract, the Supplier shall include in that sub- contract: (a) provisions having the same effects as clauses 5.3 to 5.6 (inclusive) of this Contract; and (b) a provision requiring the counterparty to that sub-contract to include in any sub- contract which it awards provisions having the same effects as clauses 5.3 to 5.7 (inclusive) of this Contract. (c) In this clause 5.7, "sub-contract" means a contract between two or more suppliers, at any stage of remoteness from UKRI in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Contract. 5.8 If any sum of money is recoverable from or payable by the Supplier under the Contract (including any sum which the Supplier is liable to pay to UKRI in respect of any breach of the Contract), that sum may be deducted unilaterally by UKRI from any sum then due, or which may come due, to the Supplier under the Contract or under any other agreement or contract with UKRI. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against UKRI in order to justify withholding payment of any such amount in whole or in part.

Charges, Payment and Recovery of Sums Due. 5.1 The Charges for the Goods and/or Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier Contractor in respect of the supply of the Goods and/or Services. Unless otherwise agreed in writing by UKRIthe Trust, the Charges shall include every cost and expense of the Supplier Contractor directly or indirectly incurred in connection with the supply provision of the Goods and/or performance of the Service. 5.2 Services. All amounts stated are exclusive of VAT which shall be charged at the prevailing raterate where applicable. UKRI The Trust shall, where applicable and following the receipt of a valid VAT invoice, pay to the Supplier Contractor a sum equal to the VAT chargeable in respect of the Goods and/or Services. 5.3 . The Supplier Contractor shall invoice UKRI as specified the Trust in the Contractaccordance with Annex 2 (Charges). Each invoice shall include such supporting information required by UKRI the Trust to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Goods and/or Services supplied in the invoice period. 5.4 period as well as appropriate details in order to allow for payment via BACS transfer (sort code and bank account details). In consideration of the supply of the Goods and/or Services by the SupplierContractor, UKRI the Trust shall pay the Supplier Contractor the invoiced amounts via BACS no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order NumberNumber and appropriate BACS details. UKRI The Trust may, without prejudice to any other rights and remedies under the ContractAgreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 . If UKRI the Trust fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of clause paragraph 5.4 after a reasonable time has passed (which shall be no less than 14 calendar daysWorking Days). 5.6 . If there is a dispute between the Parties as to the amount invoiced, UKRI may reject the invoice in its entiretyTrust shall pay the undisputed amount. The Supplier Contractor shall not suspend the supply of the Goods and/or Services unless the Supplier Contractor is entitled to terminate the Contract Agreement for a failure to pay undisputed sums in accordance with clause 18.517.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 2123. 5.7 Where the Supplier enters into a sub-contract, the Supplier shall include in that sub- contract: (a) provisions having the same effects as clauses 5.3 to 5.6 (inclusive) of this Contract; and (b) a provision requiring the counterparty to that sub-contract to include in any sub- contract which it awards provisions having the same effects as clauses 5.3 to 5.7 (inclusive) of this Contract. (c) In this clause 5.7, "sub-contract" means a contract between two or more suppliers, at any stage of remoteness from UKRI in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Contract. 5.8 If any sum of money is recoverable from or payable by the Supplier under the Contract (including any sum which the Supplier is liable to pay to UKRI in respect of any breach of the Contract), that sum may be deducted unilaterally by UKRI from any sum then due, or which may come due, to the Supplier under the Contract or under any other agreement or contract with UKRI. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against UKRI in order to justify withholding payment of any such amount in whole or in part.

Charges, Payment and Recovery of Sums Due. 5.1 The Charges for the Goods and/or Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Goods and/or Services. Unless otherwise agreed in writing by UKRIthe Customer, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the supply of the Goods and/or performance of the ServiceServices. 5.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. UKRI The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Goods and/or Services. 5.3 The Supplier shall invoice UKRI the Customer as specified in the ContractAgreement. Each invoice shall include such supporting information required by UKRI the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Goods and/or Services supplied in the invoice period. 5.4 In consideration of the supply of the Goods and/or Services by the Supplier, UKRI the Customer shall pay the Supplier the invoiced amounts no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. UKRI The Customer may, without prejudice to any other rights and remedies under the ContractAgreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If UKRI the Customer fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of clause paragraph 5.4 after a reasonable time has passed (which shall be no less than 14 calendar days)passed. 5.6 If there is a dispute between the Parties as to the amount invoiced, UKRI may reject the invoice in its entiretyCustomer shall pay the undisputed amount. The Supplier shall not suspend the supply of the Goods and/or Services unless the Supplier is entitled to terminate the Contract Agreement for a failure to pay undisputed sums in accordance with clause 18.516.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 2119. 5.7 Where If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Supplier enters into a sub-contract, interest at the Supplier shall include interest rate specified in that sub- contract: the Late Payment of Commercial Debts (a) provisions having the same effects as clauses 5.3 to 5.6 (inclusive) of this Contract; and (b) a provision requiring the counterparty to that sub-contract to include in any sub- contract which it awards provisions having the same effects as clauses 5.3 to 5.7 (inclusive) of this Contract. (c) In this clause 5.7, "sub-contract" means a contract between two or more suppliers, at any stage of remoteness from UKRI in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Contract. 5.8 If any sum of money is recoverable from or payable by the Supplier under the Contract (including any sum which the Supplier is liable to pay to UKRI in respect of any breach of the ContractInterest), that sum may be deducted unilaterally by UKRI from any sum then due, or which may come due, to the Supplier under the Contract or under any other agreement or contract with UKRI. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against UKRI in order to justify withholding payment of any such amount in whole or in part.

Charges, Payment and Recovery of Sums Due. 5.1 The Charges for the Goods and/or Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier Contractor in respect of the supply of the Goods and/or Services. Unless otherwise agreed in writing by UKRIthe Customer, the Charges shall include every cost and expense of the Supplier Contractor directly or indirectly incurred in connection with the supply of the Goods and/or performance of the ServiceServices. 5.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. UKRI shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Goods and/or Services. 5.3 The Supplier Contractor shall invoice UKRI the Customer as specified in the ContractAgreement. Each invoice shall include such supporting information required by UKRI the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Goods and/or Services supplied in the invoice period. 5.4 5.3 In consideration of the supply of the Goods and/or Services by the SupplierContractor, UKRI the Customer shall pay the Supplier Contractor the invoiced amounts no later than 30 days after verifying that the receipt of a valid invoice is valid and undisputed and which includes a valid Purchase Order Number. UKRI The Customer may, without prejudice to any other rights and remedies under the ContractAgreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If UKRI fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose 5.4 All amounts stated are exclusive of clause 5.4 after a reasonable time has passed (VAT which shall be no less than 14 calendar days)charged at the prevailing rate. The Customer shall, following the receipt of a valid VAT invoice, pay to the Contractor a sum equal to the VAT chargeable in respect of the Services. 5.6 5.5 If there is a dispute between the Parties as to the amount invoiced, UKRI may reject the invoice in its entiretyCustomer shall pay the undisputed amount. The Supplier Contractor shall not suspend the supply of the Goods and/or Services unless the Supplier Contractor is entitled to terminate the Contract Agreement for a failure to pay undisputed sums in accordance with clause 18.516.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 2119. 5.6 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Contractor interest at the interest rate specified in the Late Payment of Commercial Debts (Interest) Act 1998. 5.7 Where the Supplier enters into a sub-contract, the Supplier shall include in that sub- contract: (a) provisions having the same effects as clauses 5.3 to 5.6 (inclusive) of this Contract; and (b) a provision requiring the counterparty to that sub-contract to include in any sub- contract which it awards provisions having the same effects as clauses 5.3 to 5.7 (inclusive) of this Contract. (c) In this clause 5.7, "sub-contract" means a contract between two or more suppliers, at any stage of remoteness from UKRI in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Contract. 5.8 If any sum of money is recoverable from or payable by the Supplier Contractor under the Contract Agreement (including any sum which the Supplier Contractor is liable to pay to UKRI the Customer in respect of any breach of the ContractAgreement), that sum may be deducted unilaterally by UKRI the Customer from any sum then due, or which may come due, to the Supplier Contractor under the Contract Agreement or under any other agreement or contract with UKRIthe Customer. The Supplier Contractor shall not be entitled to assert any credit, set-off or counterclaim against UKRI the Customer in order to justify withholding payment of any such amount in whole or in part.

Charges, Payment and Recovery of Sums Due. ‌ 5.1 The Charges for the Goods and/or Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier Contractor in respect of the supply of the Goods and/or Services. Unless otherwise agreed in writing by UKRIthe Customer, the Charges shall include every cost and expense of the Supplier Contractor directly or indirectly incurred in connection with the supply of the Goods and/or performance of the ServiceServices. 5.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. UKRI shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Goods and/or Services. 5.3 The Supplier Contractor shall invoice UKRI the Customer as specified in the ContractAgreement. Each invoice shall include such supporting information required by UKRI the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Goods and/or Services supplied in the invoice period. 5.4 5.3 In consideration of the supply of the Goods and/or Services by the SupplierContractor, UKRI the Customer shall pay the Supplier Contractor the invoiced amounts no later than 30 days after verifying that the receipt of a valid invoice is valid and undisputed and which includes a valid Purchase Order Number. UKRI The Customer may, without prejudice to any other rights and remedies under the ContractAgreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If UKRI fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose 5.4 All amounts stated are exclusive of clause 5.4 after a reasonable time has passed (VAT which shall be no less than 14 calendar days)charged at the prevailing rate. The Customer shall, following the receipt of a valid VAT invoice, pay to the Contractor a sum equal to the VAT chargeable in respect of the Services. 5.6 5.5 If there is a dispute between the Parties as to the amount invoiced, UKRI may reject the invoice in its entiretyCustomer shall pay the undisputed amount. The Supplier Contractor shall not suspend the supply of the Goods and/or Services unless the Supplier Contractor is entitled to terminate the Contract Agreement for a failure to pay undisputed sums in accordance with clause 18.516.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 2119. 5.6 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Contractor interest at the interest rate specified in the Late Payment of Commercial Debts (Interest) Act 1998. 5.7 Where the Supplier enters into a sub-contract, the Supplier shall include in that sub- contract: (a) provisions having the same effects as clauses 5.3 to 5.6 (inclusive) of this Contract; and (b) a provision requiring the counterparty to that sub-contract to include in any sub- contract which it awards provisions having the same effects as clauses 5.3 to 5.7 (inclusive) of this Contract. (c) In this clause 5.7, "sub-contract" means a contract between two or more suppliers, at any stage of remoteness from UKRI in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Contract. 5.8 If any sum of money is recoverable from or payable by the Supplier Contractor under the Contract Agreement (including any sum which the Supplier Contractor is liable to pay to UKRI the Customer in respect of any breach of the ContractAgreement), that sum may be deducted unilaterally by UKRI the Customer from any sum then due, or which may come due, to the Supplier Contractor under the Contract Agreement or under any other agreement or contract with UKRIthe Customer. The Supplier Contractor shall not be entitled to assert any credit, set-off or counterclaim against UKRI the Customer in order to justify withholding payment of any such amount in whole or in part.

Charges, Payment and Recovery of Sums Due. 5.1 The Charges for the Goods and/or Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier Contractor in respect of the supply of the Goods and/or Services. Unless otherwise agreed in writing by UKRIthe Customer, the Charges shall include every cost and expense of the Supplier Contractor directly or indirectly incurred in connection with the supply of the Goods and/or performance of the ServiceServices. 5.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. UKRI shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Goods and/or Services. 5.3 The Supplier Contractor shall invoice UKRI the Customer as specified in the ContractAgreement. Each invoice shall include such supporting information required by UKRI the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Goods and/or Services supplied in the invoice period. 5.4 5.3 In consideration of the supply of the Goods and/or Services by the SupplierContractor, UKRI the Customer shall pay the Supplier Contractor the invoiced amounts no later than 30 days after verifying that the receipt of a valid invoice is valid and undisputed and which includes a valid Purchase Order Number. UKRI The Customer may, without prejudice to any other rights and remedies under the ContractAgreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If UKRI fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose 5.4 All amounts stated are exclusive of clause 5.4 after a reasonable time has passed (VAT which shall be no less than 14 calendar days)charged at the prevailing rate. The Customer shall, following the receipt of a valid VAT invoice, pay to the Contractor a sum equal to the VAT chargeable in respect of the Services. 5.6 5.5 If there is a dispute between the Parties as to the amount invoiced, UKRI may reject the invoice in its entiretyCustomer shall pay the undisputed amount. The Supplier Contractor shall not suspend the supply of the Goods and/or Services unless the Supplier Contractor is entitled to terminate the Contract Agreement for a failure to pay undisputed sums in accordance with clause 18.516.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 2119. 5.6 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Contractor interest at the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. 5.7 Where the Supplier enters into a sub-contract, the Supplier shall include in that sub- contract: (a) provisions having the same effects as clauses 5.3 to 5.6 (inclusive) of this Contract; and (b) a provision requiring the counterparty to that sub-contract to include in any sub- contract which it awards provisions having the same effects as clauses 5.3 to 5.7 (inclusive) of this Contract. (c) In this clause 5.7, "sub-contract" means a contract between two or more suppliers, at any stage of remoteness from UKRI in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Contract. 5.8 If any sum of money is recoverable from or payable by the Supplier Contractor under the Contract Agreement (including any sum which the Supplier Contractor is liable to pay to UKRI the Customer in respect of any breach of the ContractAgreement), that sum may be deducted unilaterally by UKRI the Customer from any sum then due, or which may come due, to the Supplier Contractor under the Contract Agreement or under any other agreement or contract with UKRIthe Customer. The Supplier Contractor shall not be entitled to assert any credit, set-off or counterclaim against UKRI the Customer in order to justify withholding payment of any such amount in whole or in part.

Charges, Payment and Recovery of Sums Due. 5.1 6.1 The Charges for the Goods and/or or Services shall be as set out in the Purchase Order and / or Award Letter and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Goods and/or or Services. Unless otherwise agreed in writing by UKRIthe Customer, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the supply performance of the Goods and/or performance of the Serviceor Services. 5.2 6.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. UKRI The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Goods and/or or Services. 5.3 6.3 The Supplier shall invoice UKRI the Customer as specified in the Contractthis Agreement. Each invoice shall include such supporting information required by UKRI the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Goods and/or or Services supplied in the invoice period. 5.4 6.4 Invoices must be submitted in PDF format: to xxxxxxxxxxx.xxxxxxxx@xxxxxxxx.xxx.xx 6.5 In consideration of the supply of the Goods and/or or Services by the Supplier, UKRI the Customer shall pay the Supplier the invoiced amounts no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. UKRI The Customer may, without prejudice to any other rights and remedies under the Contractthis Agreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 6.6 If UKRI the Customer fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of clause 5.4 paragraph 6.4 after a reasonable time has passed (which shall be no less than 14 calendar days)passed. 5.6 6.7 If there is a dispute between the Parties as to the amount invoiced, UKRI may reject the invoice in its entiretyCustomer shall pay the undisputed amount. The Supplier shall not suspend the supply of the Goods and/or or Services unless the Supplier is entitled to terminate the Contract this Agreement for a failure to pay undisputed sums in accordance with clause 18.517.3. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 2120. 5.7 Where 6.8 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Supplier enters into a sub-contract, interest at the Supplier shall include interest rate specified in that sub- contract: the Late Payment of Commercial Debts (a) provisions having the same effects as clauses 5.3 to 5.6 (inclusive) of this Contract; and (b) a provision requiring the counterparty to that sub-contract to include in any sub- contract which it awards provisions having the same effects as clauses 5.3 to 5.7 (inclusive) of this Contract. (c) In this clause 5.7, "sub-contract" means a contract between two or more suppliers, at any stage of remoteness from UKRI in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Contract. 5.8 If any sum of money is recoverable from or payable by the Supplier under the Contract (including any sum which the Supplier is liable to pay to UKRI in respect of any breach of the ContractInterest), that sum may be deducted unilaterally by UKRI from any sum then due, or which may come due, to the Supplier under the Contract or under any other agreement or contract with UKRI. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against UKRI in order to justify withholding payment of any such amount in whole or in part.

Charges, Payment and Recovery of Sums Due. 5.1 4.1. The Charges for the Goods and/or Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier Contractor in respect of the supply of the Goods and/or ServicesGoods. Unless otherwise agreed in writing by UKRIthe Customer, the Charges shall include every cost and expense of the Supplier Contractor directly or indirectly incurred in connection with the supply of the Goods and/or performance Goods, including but not limited to the costs of packaging, insurance, delivery, unloading, stacking and carriage. 4.2. Following Delivery of the Service. 5.2 All amounts stated are exclusive of VAT which shall be charged at Goods, the prevailing rate. UKRI shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Goods and/or Services. 5.3 The Supplier Contractor shall invoice UKRI the Customer as specified in the ContractAgreement. Each invoice shall include such supporting information required by UKRI the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Goods and/or Services supplied in the invoice period. 5.4 4.3. In consideration of the supply of the Goods and/or Services by the SupplierContractor, UKRI the Customer shall pay the Supplier Contractor the invoiced amounts no later than 30 days after verifying that the receipt of a valid invoice is valid and undisputed and which includes a valid Purchase Order Number. UKRI may, without prejudice to any other rights and remedies under the Contract, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If UKRI fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose 4.4. All amounts stated are exclusive of clause 5.4 after a reasonable time has passed (VAT which shall be no less than 14 calendar days)charged at the prevailing rate. The Customer shall, following the receipt of a valid VAT invoice, pay to the Contractor a sum equal to the VAT chargeable in respect of the Goods. 5.6 4.5. If there is a dispute between the Parties as to the amount invoiced, UKRI may reject the invoice in its entiretyCustomer shall pay the undisputed amount. The Supplier Contractor shall not suspend the supply of the Goods and/or Services unless the Supplier Contractor is entitled to terminate the Contract Agreement for a failure to pay undisputed sums in accordance with clause 18.517.3. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 2120. 5.7 Where 4.6. If a payment of an undisputed amount is not made by the Supplier enters into a sub-contractCustomer by the due date, then the Supplier Customer shall include pay the Contractor interest at the interest rate specified in that sub- contract: the Late Payment of Commercial Debts (aInterest) provisions having the same effects as clauses 5.3 to 5.6 (inclusive) of this Contract; and (b) a provision requiring the counterparty to that sub-contract to include in any sub- contract which it awards provisions having the same effects as clauses 5.3 to 5.7 (inclusive) of this ContractXxx 0000. (c) In this clause 5.7, "sub-contract" means a contract between two or more suppliers, at any stage of remoteness from UKRI in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Contract. 5.8 4.7. If any sum of money is recoverable from or payable by the Supplier Contractor under the Contract Agreement (including any sum which the Supplier Contractor is liable to pay to UKRI the Customer in respect of any breach of the ContractAgreement), that sum may be deducted unilaterally by UKRI the Customer from any sum then due, or which may come due, to the Supplier Contractor under the Contract Agreement or under any other agreement or contract with UKRIthe Customer. The Supplier Contractor shall not be entitled to assert any credit, set-off or counterclaim against UKRI the Customer in order to justify withholding payment of any such amount in whole or in part.

Charges, Payment and Recovery of Sums Due. 5.1 The Charges for the Goods and/or Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier Contractor in respect of the supply of the Goods and/or Services. Unless otherwise agreed in writing by UKRIthe Trust, the Charges shall include every cost and expense of the Supplier Contractor directly or indirectly incurred in connection with the supply provision of the Goods and/or performance of the Service. 5.2 Services. All amounts stated are exclusive of VAT which shall be charged at the prevailing raterate where applicable. UKRI The Trust shall, where applicable and following the receipt of a valid VAT invoice, pay to the Supplier Contractor a sum equal to the VAT chargeable in respect of the Goods and/or Services. 5.3 . The Supplier Contractor shall invoice UKRI as specified the Trust in the Contractaccordance with Annex 2 (Charges). Each invoice shall include such supporting information required by UKRI the Trust to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Goods and/or Services supplied in the invoice period. 5.4 period as well as appropriate details in order to allow for payment via BACS transfer (sort code and bank account details). In consideration of the supply of the Goods and/or Services by the SupplierContractor, UKRI the Trust shall pay the Supplier Contractor the invoiced amounts via BACS no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order NumberNumber and appropriate BACS details. UKRI The Trust may, without prejudice to any other rights and remedies under the ContractAgreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 . If UKRI the Trust fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of clause paragraph 5.4 after a reasonable time has passed (which shall be no less than 14 calendar daysWorking Days). 5.6 . If there is a dispute between the Parties as to the amount invoiced, UKRI may reject the invoice in its entiretyTrust shall pay the undisputed amount. The Supplier Contractor shall not suspend the supply of the Goods and/or Services unless the Supplier Contractor is entitled to terminate the Contract Agreement for a failure to pay undisputed sums in accordance with clause 18.527.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 2133. 5.7 Where the Supplier enters into a sub-contract, the Supplier shall include in that sub- contract: (a) provisions having the same effects as clauses 5.3 to 5.6 (inclusive) of this Contract; and (b) a provision requiring the counterparty to that sub-contract to include in any sub- contract which it awards provisions having the same effects as clauses 5.3 to 5.7 (inclusive) of this Contract. (c) In this clause 5.7, "sub-contract" means a contract between two or more suppliers, at any stage of remoteness from UKRI in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Contract. 5.8 If any sum of money is recoverable from or payable by the Supplier under the Contract (including any sum which the Supplier is liable to pay to UKRI in respect of any breach of the Contract), that sum may be deducted unilaterally by UKRI from any sum then due, or which may come due, to the Supplier under the Contract or under any other agreement or contract with UKRI. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against UKRI in order to justify withholding payment of any such amount in whole or in part.

Charges, Payment and Recovery of Sums Due. ‌ 5.1 The Charges for the Goods and/or Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier Contractor in respect of the supply of the Goods and/or Services. Unless otherwise agreed in writing by UKRIthe Customer, the Charges shall include every cost and expense of the Supplier Contractor directly or indirectly incurred in connection with the supply of the Goods and/or performance of the ServiceServices. 5.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. UKRI The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier Contractor a sum equal to the VAT chargeable in respect of the Goods and/or Services. 5.3 The Supplier Contractor shall invoice UKRI the Customer as specified in the ContractAgreement. Each invoice shall include such supporting information required by UKRI the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Goods and/or Services supplied in the invoice period. 5.4 In consideration of the supply of the Goods and/or Services by the SupplierContractor, UKRI the Customer shall pay the Supplier Contractor the invoiced amounts no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. UKRI The Customer may, without prejudice to any other rights and remedies under the ContractAgreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If UKRI fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of clause 5.4 after a reasonable time has passed (which shall be no less than 14 calendar days). 5.6 If there is a dispute between the Parties as to the amount invoiced, UKRI may reject the invoice in its entiretyCustomer shall pay the undisputed amount. The Supplier Contractor shall not suspend the supply of the Goods and/or Services unless the Supplier Contractor is entitled to terminate the Contract Agreement for a failure to pay undisputed sums in accordance with clause 18.516.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 2119. 5.6 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Contractor interest at the interest rate specified in the Late Payment of Commercial Debts (Interest) Act 1998. 5.7 Where the Supplier Contractor enters into a sub-contract, the Supplier Contractor shall include in that sub- sub-contract: (a) 5.7.1 provisions having the same effects as clauses 5.3 to 5.6 (inclusive) of this ContractAgreement; and (b) 5.7.2 a provision requiring the counterparty to that sub-contract to include in any sub- contract which it awards provisions having the same effects effect as clauses 5.3 to 5.7 (inclusive) of this ContractAgreement. (c) 5.8 In this clause 5.75.8, "“sub-contract" ” means a contract between two or more suppliersContractors, at any stage of remoteness from UKRI the Authority in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this ContractAgreement. 5.8 5.9 If any sum of money is recoverable from or payable by the Supplier Contractor under the Contract Agreement (including any sum which the Supplier Contractor is liable to pay to UKRI the Customer in respect of any breach of the ContractAgreement), that sum may be deducted unilaterally by UKRI the Customer from any sum then due, or which may come due, to the Supplier Contractor under the Contract Agreement or under any other agreement or contract with UKRIthe Customer. The Supplier Contractor shall not be entitled to assert any credit, set-off or counterclaim against UKRI the Customer in order to justify withholding payment of any such amount in whole or in part.

Charges, Payment and Recovery of Sums Due. 5.1 5.1. The Charges for the Goods and/or Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Goods and/or Services. Unless otherwise agreed in writing by UKRIthe Customer, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the supply of the Goods and/or performance of the ServiceServices. 5.2 5.2. All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. UKRI The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Goods and/or Services. 5.3 5.3. The Supplier shall invoice UKRI the Customer as specified in the ContractAgreement. Each invoice shall include such supporting information required by UKRI the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Goods and/or Services supplied in the invoice period. 5.4 5.4. In consideration of the supply of the Goods and/or Services by the Supplier, UKRI the Customer shall pay the Supplier the invoiced amounts no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. UKRI The Customer may, without prejudice to any other rights and remedies under the ContractAgreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 5.5. If UKRI the Customer fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of clause paragraph 5.4 after a reasonable time has passed (which shall be no less than 14 calendar days)passed. 5.6 5.6. If there is a dispute between the Parties as to the amount invoiced, UKRI may reject the invoice in its entiretyCustomer shall pay the undisputed amount. The Supplier shall not suspend the supply of the Goods and/or Services unless the Supplier is entitled to terminate the Contract Agreement for a failure to pay undisputed sums in accordance with clause 18.516.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 2119. 5.7 5.7. If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Supplier interest at the interest rate specified in the Late Payment of Commercial Debts (Interest) Act 1998. 5.8. Where the Supplier enters into a sub-contract, the Supplier shall include in that sub- sub-contract: (a) 5.8.1. provisions having the same effects as clauses 5.3 to 5.6 (inclusive) 5.7 of this ContractAgreement; and (b) 5.8.2. a provision requiring the counterparty to that sub-contract to include in any sub- contract which it awards provisions having the same effects effect as clauses 5.3 to 5.7 (inclusive) 5.8 of this ContractAgreement. (c) 5.8.3. In this clause 5.75.8, "“sub-contract" ” means a contract between two or more suppliers, at any stage of remoteness from UKRI the Authority in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this ContractAgreement. 5.8 5.9. If any sum of money is recoverable from or payable by the Supplier under the Contract Agreement (including any sum which the Supplier is liable to pay to UKRI the Customer in respect of any breach of the ContractAgreement), that sum may be deducted unilaterally by UKRI the Customer from any sum then due, or which may come due, to the Supplier under the Contract Agreement or under any other agreement or contract with UKRIthe Customer. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against UKRI the Customer in order to justify withholding payment of any such amount in whole or in part.

Charges, Payment and Recovery of Sums Due. 5.1 The Charges for the Goods and/or Services shall be as set out in the Award Letter Purchase Order and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Goods and/or Services. Unless otherwise agreed in writing by UKRIthe Customer, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the supply of the Goods and/or performance of the ServiceServices. 5.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. UKRI The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Goods and/or Services. 5.3 The Supplier shall invoice UKRI the Customer as specified in the ContractAgreement. Each invoice shall include such supporting information required by UKRI the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Goods and/or Services supplied in the invoice period. 5.4 In consideration of the supply of the Goods and/or Services by the Supplier, UKRI the Customer shall pay the Supplier the invoiced amounts no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. UKRI The Customer may, without prejudice to any other rights and remedies under the ContractAgreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If UKRI the Customer fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of clause paragraph 5.4 after a reasonable time has passed (which shall be no less than 14 calendar days)passed. 5.6 If there is a dispute between the Parties as to the amount invoiced, UKRI may reject the invoice in its entiretyCustomer shall pay the undisputed amount. The Supplier shall not suspend the supply of the Goods and/or Services unless the Supplier is entitled to terminate the Contract Agreement for a failure to pay undisputed sums in accordance with clause 18.516.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 2119. 5.7 Where If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Supplier enters into a sub-contract, interest at the Supplier shall include interest rate specified in that sub- contract: the Late Payment of Commercial Debts (a) provisions having the same effects as clauses 5.3 to 5.6 (inclusive) of this Contract; and (b) a provision requiring the counterparty to that sub-contract to include in any sub- contract which it awards provisions having the same effects as clauses 5.3 to 5.7 (inclusive) of this Contract. (c) In this clause 5.7, "sub-contract" means a contract between two or more suppliers, at any stage of remoteness from UKRI in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Contract. 5.8 If any sum of money is recoverable from or payable by the Supplier under the Contract (including any sum which the Supplier is liable to pay to UKRI in respect of any breach of the ContractInterest), that sum may be deducted unilaterally by UKRI from any sum then due, or which may come due, to the Supplier under the Contract or under any other agreement or contract with UKRI. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against UKRI in order to justify withholding payment of any such amount in whole or in part.

Charges, Payment and Recovery of Sums Due. 5.1 The Charges for the Goods and/or Services shall be as set out in the Award Letter Purchase Order and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Goods and/or Services. Unless otherwise agreed in writing by UKRIthe Customer, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the supply of the Goods and/or performance of the ServiceServices. 5.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rateVAT. UKRI The Customer shall, following the receipt of a valid VAT invoiceinvoice as outlined in clause 5.4, pay to the Supplier a sum equal to the VAT chargeable in respect of the Goods and/or Services. 5.3 All payments made by the Customer shall be made by bank transfer to the bank account indicated in the contract or by separate official Supplier notification. Payments will be free and clear of all bank charges imposed by the Customer bank. For the avoidance of doubt, the Customer is not responsible for any charges imposed by the Suppliers’ bank or any intermediary bank required by the Supplier. 5.4 The Supplier shall invoice UKRI the Customer as specified in the ContractAgreement. Each invoice shall include such supporting information required by UKRI the Customer to verify the accuracy of the invoice, including without limitation the relevant Purchase Order Number and a breakdown of the Goods and/or Services supplied in the invoice period. 5.4 5.5 In consideration of the supply of the Goods and/or Services by the Supplier, UKRI the Customer shall pay the Supplier the invoiced amounts no later than 30 thirty (30) days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. UKRI The Customer may, without prejudice to any other rights and remedies under the ContractAgreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 5.6 If UKRI the Customer fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of clause 5.4 paragraph 5.5 after a reasonable time has passed (which shall be no less than 14 calendar days)passed. 5.6 5.7 If there is a dispute between the Parties as to the amount invoiced, UKRI may reject the invoice in its entiretyCustomer shall pay the undisputed amount. The Supplier shall not suspend the supply of the Goods and/or Services unless the Supplier is entitled to terminate the Contract Agreement for a failure to pay undisputed sums in accordance with clause 18.515.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 2118. 5.7 5.8 If a payment of an undisputed amount is not made by the Customer by the date as mentioned in clause 5.5, then the Customer shall pay the Supplier interest at the statutory interest rate. 5.9 Where the Supplier enters into a sub-contract, in accordance with Section 9, the Supplier shall include in that sub- sub-contract: (a) 5.9.1 provisions having the same effects as clauses 5.3 to 5.6 (inclusive) 5.8 of this ContractAgreement; and (b) 5.9.2 a provision requiring the counterparty to that sub-contract to include in any sub- sub-contract which it awards provisions having the same effects effect as clauses 5.3 to 5.7 (inclusive) 5.8 of this ContractAgreement. (c) 5.9.3 In this clause 5.75.9, "“sub-contract" ” means a contract between two or more suppliers, at any stage of remoteness from UKRI the Authority in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this ContractAgreement. 5.8 5.10 If any sum of money is recoverable from or payable by the Supplier under the Contract Agreement (including any sum which the Supplier is liable to pay to UKRI the Customer in respect of any breach of the ContractAgreement), that sum may be deducted unilaterally by UKRI the Customer from any sum then due, or which may come due, to the Supplier under the Contract Agreement or under any other agreement or contract with UKRIthe Customer. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against UKRI the Customer in order to justify withholding payment of any such amount in whole or in part.

Charges, Payment and Recovery of Sums Due. 5.1 4.1 The Charges for the Goods and/or Services shall be as set out in the Award Letter Schedule 3 and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Goods and/or Services. Unless otherwise agreed in writing by UKRIthe Council, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the supply of the Goods and/or performance of the ServiceServices. 5.2 4.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing raterate as applicable. UKRI The Council shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Goods and/or Services. The Supplier shall indemnify the Council against any liability (including any interest, penalties or costs incurred) which is levied, demanded or assessed on the Council at any time in respect of the Supplier's failure to account for, or to pay, any VAT relating to payments made to the Supplier under this agreement. 5.3 4.3 The Council shall accept and process for payment an electronic invoice submitted for payment by the Supplier where the invoice is undisputed and where it complies with the standard on electronic invoicing. 4.4 For the purposes of clause 4.3, an electronic invoice complies with the standard on electronic invoicing where it complies with the standard referred to in the Public Procurement (Electronic Invoices etc.) Regulations 2019 (2019/624). 4.5 The Supplier shall invoice UKRI the Council as specified in the Contractthis Agreement. Each invoice shall include such supporting information required by UKRI the Council to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Goods and/or Services supplied in the invoice period.. Non-compliant invoices will be sent back to the Supplier which may lead to a delay in payment 5.4 4.6 In consideration of the supply of the Goods and/or Services by the Supplier, UKRI the Council shall pay the Supplier the invoiced amounts no later than 30 days ten (10) Working Days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. UKRI The Council may, without prejudice to any other rights and remedies under the ContractAgreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 4.7 If UKRI the Council fails to consider and verify an invoice in or raise a timely fashion dispute within ten (10) Working Days of receipt the invoice shall be regarded as valid and undisputed for the purpose of clause 5.4 after a reasonable time has passed (which shall be no less than 14 calendar days)4.6. 5.6 4.8 If there is a dispute between the Parties as to the amount invoiced, UKRI may reject the invoice in its entiretyCouncil shall pay the undisputed amount. The Supplier shall not suspend the supply of the Goods and/or Services unless the Supplier is entitled to terminate the Contract this Agreement for a failure to pay undisputed sums in accordance with clause 18.515.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 2119. 5.7 4.9 If a payment of an undisputed amount is not made by the Council by the due date, then the Council shall pay the Supplier interest at the interest rate specified in the Late Payment of Commercial Debts (Interest) Act 1998. 4.10 Where the Supplier enters into a sub-contract, the Supplier shall include in that sub- sub-contract: (a) 4.10.1 provisions having the same effects as clauses 5.3 4.5 to 5.6 (inclusive) 4.9 of this ContractAgreement; and (b) 4.10.2 a provision requiring the counterparty to that sub-contract to include in any sub- sub-contract which it awards provisions having the same effects effect as clauses 5.3 4.5 to 5.7 (inclusive) 4.10 of this ContractAgreement. (c) In this clause 5.7, "sub-contract" means a contract between two or more suppliers, at any stage of remoteness from UKRI in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Contract. 5.8 If any sum of money is recoverable from or payable by the Supplier under the Contract (including any sum which the Supplier is liable to pay to UKRI in respect of any breach of the Contract), that sum may be deducted unilaterally by UKRI from any sum then due, or which may come due, to the Supplier under the Contract or under any other agreement or contract with UKRI. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against UKRI in order to justify withholding payment of any such amount in whole or in part.

Charges, Payment and Recovery of Sums Due. 5.1 The CNC will pay for goods once they have been received and the purchase order receipted, we aim to complete payment within 10 days of receipt of the goods and a valid purchase order. 5.2 Payment terms for services shall be quarterly, based on an up to date purchase order being provided to the supplier from CNC which the supplier shall quote on all invoices. 5.3 The CNC reserves the right to request a yearly price for services however they do not agree to advance payments and reserve the right to pay quarterly. 5.4 The Charges for the Goods and/or Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Goods and/or Services. Unless otherwise agreed in writing by UKRIthe Customer, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 5.5 The Supplier shall invoice the Customer as specified in the Agreement. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Services supplied in the invoice period. 5.6 In consideration of the supply of the Goods and/or performance Services by the Supplier, the Customer shall pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order Number. The Customer may, without prejudice to any other rights and remedies under the ServiceAgreement, withhold or reduce payments in the event of unsatisfactory performance. 5.2 5.7 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. UKRI The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Goods and/or Services. 5.3 The Supplier shall invoice UKRI as specified in the Contract. Each invoice shall include such supporting information required by UKRI to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Goods and/or Services supplied in the invoice period. 5.4 In consideration of the supply of the Goods and/or Services by the Supplier, UKRI shall pay the Supplier the invoiced amounts no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. UKRI may, without prejudice to any other rights and remedies under the Contract, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If UKRI fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of clause 5.4 after a reasonable time has passed (which shall be no less than 14 calendar days). 5.6 5.8 If there is a dispute between the Parties as to the amount invoiced, UKRI may reject the invoice in its entiretyCustomer shall pay the undisputed amount. The Supplier shall not suspend the supply of the Goods and/or Services unless the Supplier is entitled to terminate the Contract Agreement for a failure to pay undisputed sums in accordance with clause 18.516.3. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 2120. 5.7 Where 5.9 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Supplier enters into a sub-contract, interest at the Supplier shall include interest rate specified in that sub- contract: the Late Payment of Commercial Debts (aInterest) provisions having the same effects as clauses 5.3 to 5.6 (inclusive) of this Contract; and (b) a provision requiring the counterparty to that sub-contract to include in any sub- contract which it awards provisions having the same effects as clauses 5.3 to 5.7 (inclusive) of this ContractXxx 0000. (c) In this clause 5.7, "sub-contract" means a contract between two or more suppliers, at any stage of remoteness from UKRI in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Contract. 5.8 5.10 If any sum of money is recoverable from or payable by the Supplier under the Contract Agreement (including any sum which the Supplier is liable to pay to UKRI the Customer in respect of any breach of the ContractAgreement), that sum may be deducted unilaterally by UKRI the Customer from any sum then due, or which may come due, to the Supplier under the Contract Agreement or under any other agreement or contract with UKRIthe Customer. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against UKRI the Customer in order to justify withholding payment of any such amount in whole or in part.

Charges, Payment and Recovery of Sums Due. 5.1 The Charges for the Goods and/or Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Goods and/or Services. Unless otherwise agreed in writing by UKRIthe Council, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the supply of the Goods and/or performance of the ServiceServices. 5.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. UKRI The Council shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Goods and/or Services. 5.3 The Supplier shall invoice UKRI the Council as specified in the ContractAgreement. Each invoice shall include such supporting information required by UKRI the Council to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Goods and/or Services supplied in the invoice period. 5.4 In consideration of the supply of the Goods and/or Services by the Supplier, UKRI the Council shall pay the Supplier the invoiced amounts no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. UKRI The Council may, without prejudice to any other rights and remedies under the ContractAgreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If UKRI the Council fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of clause paragraph 5.4 after a reasonable time has passed (which shall be no less than 14 calendar days)passed. 5.6 If there is a dispute between the Parties as to the amount invoiced, UKRI may reject the invoice in its entiretyCouncil shall pay the undisputed amount. The Supplier shall not suspend the supply of the Goods and/or Services unless the Supplier is entitled to terminate the Contract Agreement for a failure to pay undisputed sums in accordance with clause 18.516.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 2119. 5.7 Where If a payment of an undisputed amount is not made by the Council by the due date, then the Council shall pay the Supplier enters into a sub-contract, interest at the Supplier shall include interest rate specified in that sub- contract: the Late Payment of Commercial Debts (a) provisions having the same effects as clauses 5.3 to 5.6 (inclusive) of this Contract; and (b) a provision requiring the counterparty to that sub-contract to include in any sub- contract which it awards provisions having the same effects as clauses 5.3 to 5.7 (inclusive) of this Contract. (c) In this clause 5.7, "sub-contract" means a contract between two or more suppliers, at any stage of remoteness from UKRI in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Contract. 5.8 If any sum of money is recoverable from or payable by the Supplier under the Contract (including any sum which the Supplier is liable to pay to UKRI in respect of any breach of the ContractInterest), that sum may be deducted unilaterally by UKRI from any sum then due, or which may come due, to the Supplier under the Contract or under any other agreement or contract with UKRI. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against UKRI in order to justify withholding payment of any such amount in whole or in part.

Charges, Payment and Recovery of Sums Due. 5.1 6.1 The Charges for the Goods and/or Services shall be as set out in the Award Letter Annex 1 and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Goods and/or Services. Unless otherwise agreed in writing by UKRIthe Customer, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the supply of the Goods and/or performance of the ServiceServices. 5.2 6.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. UKRI The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Goods and/or Services. 5.3 6.3 The Supplier shall invoice UKRI the Customer as specified in the ContractAgreement. Each invoice shall include such supporting information required by UKRI the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Goods and/or Services supplied in the invoice period. 5.4 6.4 In consideration of the supply of the Goods and/or Services by the Supplier, UKRI the Customer shall pay the Supplier the invoiced amounts no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. UKRI The Customer may, without prejudice to any other rights and remedies under the ContractAgreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 6.5 If UKRI the Customer fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of clause paragraph 5.4 after a reasonable time has passed (which shall be no less than 14 calendar days)passed. 5.6 6.6 If there is a dispute between the Parties as to the amount invoiced, UKRI may reject the invoice in its entiretyCustomer shall pay the undisputed amount. The Supplier shall not suspend the supply of the Goods and/or Services unless the Supplier is entitled to terminate the Contract Agreement for a failure to pay undisputed sums in accordance with clause 18.517.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 2120. 5.7 Where 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Supplier enters into a sub-contract, interest at the Supplier shall include interest rate specified in that sub- contract: the Late Payment of Commercial Debts (a) provisions having the same effects as clauses 5.3 to 5.6 (inclusive) of this Contract; and (b) a provision requiring the counterparty to that sub-contract to include in any sub- contract which it awards provisions having the same effects as clauses 5.3 to 5.7 (inclusive) of this Contract. (c) In this clause 5.7, "sub-contract" means a contract between two or more suppliers, at any stage of remoteness from UKRI in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Contract. 5.8 If any sum of money is recoverable from or payable by the Supplier under the Contract (including any sum which the Supplier is liable to pay to UKRI in respect of any breach of the ContractInterest), that sum may be deducted unilaterally by UKRI from any sum then due, or which may come due, to the Supplier under the Contract or under any other agreement or contract with UKRI. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against UKRI in order to justify withholding payment of any such amount in whole or in part.

Charges, Payment and Recovery of Sums Due. 5.1 The Charges for the Goods and/or Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier Contractor in respect of the supply of the Goods and/or Services. Unless otherwise agreed in writing by UKRIthe Trust, the Charges shall include every cost and expense of the Supplier Contractor directly or indirectly incurred in connection with the supply provision of the Goods and/or performance of the Service. 5.2 Services. All amounts stated are exclusive of VAT which shall be charged at the prevailing raterate where applicable. UKRI The Trust shall, where applicable and following the receipt of a valid VAT invoice, pay to the Supplier Contractor a sum equal to the VAT chargeable in respect of the Goods and/or Services. 5.3 . The Supplier Contractor shall invoice UKRI the Trust quarterly in arrears and as specified in the ContractAgreement. Each invoice shall include such supporting information required by UKRI the Trust to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Goods and/or Services supplied in the invoice period. 5.4 period as well as appropriate details in order to allow for payment via BACS transfer (sort code and bank account details). In consideration of the supply of the Goods and/or Services by the SupplierContractor, UKRI the Trust shall pay the Supplier Contractor the invoiced amounts via BACS no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order NumberNumber and appropriate BACS details. UKRI The Trust may, without prejudice to any other rights and remedies under the ContractAgreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 . If UKRI the Trust fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of clause paragraph 5.4 after a reasonable time has passed (which shall be no less than 14 calendar days). 5.6 . If there is a dispute between the Parties as to the amount invoiced, UKRI may reject the invoice in its entiretyTrust shall pay the undisputed amount. The Supplier Contractor shall not suspend the supply of the Goods and/or Services unless the Supplier Contractor is entitled to terminate the Contract Agreement for a failure to pay undisputed sums in accordance with clause 18.517.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 2123. 5.7 Where the Supplier enters into a sub-contract, the Supplier shall include in that sub- contract: (a) provisions having the same effects as clauses 5.3 to 5.6 (inclusive) of this Contract; and (b) a provision requiring the counterparty to that sub-contract to include in any sub- contract which it awards provisions having the same effects as clauses 5.3 to 5.7 (inclusive) of this Contract. (c) In this clause 5.7, "sub-contract" means a contract between two or more suppliers, at any stage of remoteness from UKRI in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Contract. 5.8 If any sum of money is recoverable from or payable by the Supplier under the Contract (including any sum which the Supplier is liable to pay to UKRI in respect of any breach of the Contract), that sum may be deducted unilaterally by UKRI from any sum then due, or which may come due, to the Supplier under the Contract or under any other agreement or contract with UKRI. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against UKRI in order to justify withholding payment of any such amount in whole or in part.

Charges, Payment and Recovery of Sums Due. 5.1 4.1 The Charges for the Goods and/or Services shall be as set out in the Award Letter tender submission and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Goods and/or ServicesGoods. Unless otherwise agreed in writing by UKRIthe Customer, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the supply of the Goods and/or performance Goods, including but not limited to the costs of packaging, insurance, delivery, unloading, stacking and carriage. 4.2 Following Delivery of the ServiceGoods, the Supplier shall invoice the Customer as specified in the Agreement. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Goods supplied in the invoice period. 5.2 4.3 In consideration of the supply of the Goods by the Supplier, the Customer shall pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order Number. 4.4 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. UKRI The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Goods and/or ServicesGoods. 5.3 The Supplier shall invoice UKRI as specified in the Contract. Each invoice shall include such supporting information required by UKRI to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Goods and/or Services supplied in the invoice period. 5.4 In consideration of the supply of the Goods and/or Services by the Supplier, UKRI shall pay the Supplier the invoiced amounts no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. UKRI may, without prejudice to any other rights and remedies under the Contract, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If UKRI fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of clause 5.4 after a reasonable time has passed (which shall be no less than 14 calendar days). 5.6 4.5 If there is a dispute between the Parties as to the amount invoiced, UKRI may reject the invoice in its entiretyCustomer shall pay the undisputed amount. The Supplier shall not suspend the supply of the Goods and/or Services unless the Supplier is entitled to terminate the Contract Agreement for a failure to pay undisputed sums in accordance with clause 18.517.3. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 2120. 5.7 Where 4.6 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Supplier enters into a sub-contract, interest at the Supplier shall include interest rate specified in that sub- contract: the Late Payment of Commercial Debts (aInterest) provisions having the same effects as clauses 5.3 to 5.6 (inclusive) of this Contract; and (b) a provision requiring the counterparty to that sub-contract to include in any sub- contract which it awards provisions having the same effects as clauses 5.3 to 5.7 (inclusive) of this ContractXxx 0000. (c) In this clause 5.7, "sub-contract" means a contract between two or more suppliers, at any stage of remoteness from UKRI in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Contract. 5.8 4.7 If any sum of money is recoverable from or payable by the Supplier under the Contract Agreement (including any sum which the Supplier is liable to pay to UKRI the Customer in respect of any breach of the ContractAgreement), that sum may be deducted unilaterally by UKRI the Customer from any sum then due, or which may come due, to the Supplier under the Contract Agreement or under any other agreement or contract with UKRIthe Customer. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against UKRI the Customer in order to justify withholding payment of any such amount in whole or in part.

Charges, Payment and Recovery of Sums Due. 5.1 The Charges for the Goods and/or Services shall be as set out in the Award Letter Agreement and shall be the full and exclusive remuneration of the Supplier Consultant in respect of the supply of the Goods and/or Services. Unless otherwise agreed in writing by UKRIthe Customer, the Charges shall include every cost and expense of the Supplier Consultant directly or indirectly incurred in connection with the supply of the Goods and/or performance of the ServiceServices. 5.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. UKRI The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier Consultant a sum equal to the VAT chargeable in respect of the Goods and/or Services. 5.3 The Supplier Consultant shall invoice UKRI as specified the Customer in arrears: 5.3.1 In respect of Stage 1 fees, at the Contractend of stage 1; 5.3.2 In respect of Stage 2 fees, after practical completion, and the consequent submission of a short written report to the project team. Each invoice shall include such supporting information required by UKRI the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Goods and/or Services supplied in the invoice period. 5.4 In consideration of the supply of the Goods and/or Services by the SupplierConsultant, UKRI the Customer shall pay the Supplier Consultant the invoiced amounts no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. UKRI The Customer may, without prejudice to any other rights and remedies under the ContractAgreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If UKRI the Customer fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of clause paragraph 5.4 after a reasonable time has passed (which shall be no less than 14 calendar days)passed. 5.6 If there is a dispute between the Parties as to the amount invoiced, UKRI may reject the invoice in its entiretyCustomer shall pay the undisputed amount. The Supplier Consultant shall not suspend the supply of the Goods and/or Services unless the Supplier Consultant is entitled to terminate the Contract Agreement for a failure to pay undisputed sums in accordance with clause 18.516.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 2119. 5.7 Where the Supplier enters into If a sub-contract, the Supplier shall include in that sub- contract: (a) provisions having the same effects as clauses 5.3 to 5.6 (inclusive) payment of this Contract; and (b) a provision requiring the counterparty to that sub-contract to include in any sub- contract which it awards provisions having the same effects as clauses 5.3 to 5.7 (inclusive) of this Contract. (c) In this clause 5.7, "sub-contract" means a contract between two or more suppliers, at any stage of remoteness from UKRI in a subcontracting chain, an undisputed amount is not made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Contract. 5.8 If any sum of money is recoverable from or payable by the Supplier under Customer by the Contract due date, then the Customer shall pay the Consultant interest at the interest rate specified in the Late Payment of Commercial Debts (including any sum which the Supplier is liable to pay to UKRI in respect of any breach of the ContractInterest), that sum may be deducted unilaterally by UKRI from any sum then due, or which may come due, to the Supplier under the Contract or under any other agreement or contract with UKRI. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against UKRI in order to justify withholding payment of any such amount in whole or in part.

Charges, Payment and Recovery of Sums Due. 5.1 The Charges for the Goods and/or Services shall be as set out in the Award Letter Agreement and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Goods and/or Services. Unless otherwise agreed in writing by UKRIthe Customer, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 5.2 The Supplier shall invoice the Customer as specified in the Agreement. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Services supplied in the invoice period. 5.3 In consideration of the supply of the Goods and/or performance Services by the Supplier, the Customer shall pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order Number. The Customer may, without prejudice to any other rights and remedies under the ServiceAgreement, withhold or reduce payments in the event of unsatisfactory performance. 5.2 5.4 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. UKRI The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Goods and/or Services. 5.3 The Supplier shall invoice UKRI as specified in the Contract. Each invoice shall include such supporting information required by UKRI to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Goods and/or Services supplied in the invoice period. 5.4 In consideration of the supply of the Goods and/or Services by the Supplier, UKRI shall pay the Supplier the invoiced amounts no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. UKRI may, without prejudice to any other rights and remedies under the Contract, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If UKRI fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of clause 5.4 after a reasonable time has passed (which shall be no less than 14 calendar days). 5.6 If there is a dispute between the Parties as to the amount invoiced, UKRI may reject the invoice in its entiretyCustomer shall pay the undisputed amount. The Supplier shall not suspend the supply of the Goods and/or Services unless the Supplier is entitled to terminate the Contract Agreement for a failure to pay undisputed sums in accordance with clause 18.516.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 2119. 5.6 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Supplier interest at the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. 5.7 Where the Supplier enters into a sub-contract, the Supplier shall include in that sub- contract: (a) provisions having the same effects as clauses 5.3 to 5.6 (inclusive) of this Contract; and (b) a provision requiring the counterparty to that sub-contract to include in any sub- contract which it awards provisions having the same effects as clauses 5.3 to 5.7 (inclusive) of this Contract. (c) In this clause 5.7, "sub-contract" means a contract between two or more suppliers, at any stage of remoteness from UKRI in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Contract. 5.8 If any sum of money is recoverable from or payable by the Supplier under the Contract Agreement (including any sum which the Supplier is liable to pay to UKRI the Customer in respect of any breach of the ContractAgreement), that sum may be deducted unilaterally by UKRI the Customer from any sum then due, or which may come due, to the Supplier under the Contract Agreement or under any other agreement or contract with UKRIthe Customer. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against UKRI the Customer in order to justify withholding payment of any such amount in whole or in part.

Charges, Payment and Recovery of Sums Due. 5.1 The Charges for the Goods and/or Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Goods and/or Services. Unless otherwise agreed in writing by UKRIthe Customer, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 5.2 The Supplier shall invoice the Customer as specified in the Agreement. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Services supplied in the invoice period. 5.3 In consideration of the supply of the Goods and/or performance Services by the Supplier, the Customer shall pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order Number. The Customer may, without prejudice to any other rights and remedies under the ServiceAgreement, withhold or reduce payments in the event of unsatisfactory performance. 5.2 5.4 Any invoices for payment submitted by the Supplier will be considered and verified by the Customer in a timely fashion and that undue delay in doing so is not to be sufficient justification for failing to regard an invoice as valid and undisputed. 5.5 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. UKRI The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Goods and/or Services. 5.3 The Supplier shall invoice UKRI as specified in the Contract. Each invoice shall include such supporting information required by UKRI to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Goods and/or Services supplied in the invoice period. 5.4 In consideration of the supply of the Goods and/or Services by the Supplier, UKRI shall pay the Supplier the invoiced amounts no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. UKRI may, without prejudice to any other rights and remedies under the Contract, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If UKRI fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of clause 5.4 after a reasonable time has passed (which shall be no less than 14 calendar days). 5.6 If there is a dispute between the Parties as to the amount invoiced, UKRI may reject the invoice in its entiretyCustomer shall pay the undisputed amount. The Supplier shall not suspend the supply of the Goods and/or Services unless the Supplier is entitled to terminate the Contract Agreement for a failure to pay undisputed sums in accordance with clause 18.516.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 2119. 5.7 Where If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Supplier enters into a sub-contract, interest at the Supplier shall include interest rate specified in that sub- contract: the Late Payment of Commercial Debts (aInterest) provisions having the same effects as clauses 5.3 to 5.6 (inclusive) of this Contract; and (b) a provision requiring the counterparty to that sub-contract to include in any sub- contract which it awards provisions having the same effects as clauses 5.3 to 5.7 (inclusive) of this Contract. (c) In this clause 5.7, "sub-contract" means a contract between two or more suppliers, at any stage of remoteness from UKRI in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this ContractXxx 0000. 5.8 If any sum of money is recoverable from or payable by the Supplier under the Contract Agreement (including any sum which the Supplier is liable to pay to UKRI the Customer in respect of any breach of the ContractAgreement), that sum may be deducted unilaterally by UKRI the Customer from any sum then due, or which may come due, to the Supplier under the Contract Agreement or under any other agreement or contract with UKRIthe Customer. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against UKRI the Customer in order to justify withholding payment of any such amount in whole or in part. 5.9 Any subcontract awarded by the contractor contains suitable provisions to impose, as between the parties to the subcontract— 5.9.1 requirements to the same effect as those which sub-paragraphs 4.3 and 4.4 require to be imposed as between the parties to the public contract; and

Charges, Payment and Recovery of Sums Due. 5.1 The Charges for the Goods and/or Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Goods and/or Services. Unless otherwise agreed in writing by UKRIthe Customer, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the supply of the Goods and/or performance of the ServiceServices. 5.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. UKRI The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Goods and/or Services. 5.3 The Supplier shall invoice UKRI the Customer as specified in the ContractAgreement. Each invoice shall include such supporting information required by UKRI the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Goods and/or Services supplied in the invoice period. 5.4 In consideration of the supply of the Goods and/or Services by the Supplier, UKRI the Customer shall pay the Supplier the invoiced amounts no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. UKRI The Customer may, without prejudice to any other rights and remedies under the ContractAgreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If UKRI the Customer fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of clause paragraph 5.4 after a reasonable time has passed (which shall be no less than 14 calendar days)passed. 5.6 If there is a dispute between the Parties as to the amount invoiced, UKRI may reject the invoice in its entiretyCustomer shall pay the undisputed amount. The Supplier shall not suspend the supply of the Goods and/or Services unless the Supplier is entitled to terminate the Contract Agreement for a failure to pay undisputed sums in accordance with clause 18.516.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 2119. 5.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Supplier interest at the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. 5.8 Where the Supplier enters into a sub-contract, the Supplier shall include in that sub- contract: (a) provisions having the same effects as clauses 5.3 to 5.6 (inclusive) of this Contract; and (b) a provision requiring the counterparty to that sub-contract to include in any sub- contract which it awards contract: 5.8.1 provisions having the same effects as clauses 5.3 to 5.7 (inclusive) of this Contract. (c) In this clause 5.7, "sub-contract" means a contract between two or more suppliers, at any stage of remoteness from UKRI in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Contract. 5.8 If any sum of money is recoverable from or payable by the Supplier under the Contract (including any sum which the Supplier is liable to pay to UKRI in respect of any breach of the Contract), that sum may be deducted unilaterally by UKRI from any sum then due, or which may come due, to the Supplier under the Contract or under any other agreement or contract with UKRI. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against UKRI in order to justify withholding payment of any such amount in whole or in part.Agreement; and

Charges, Payment and Recovery of Sums Due. 5.1 The Charges for the Goods and/or Services shall be as set out in the Award Letter Annex 1 and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Goods and/or Services. Unless otherwise agreed in writing by UKRIthe Customer, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the supply of the Goods and/or performance of the ServiceServices. 5.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. UKRI The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Goods and/or Services. 5.3 The Supplier shall invoice UKRI the Customer as specified in the ContractAgreement. Each invoice shall include such supporting information required by UKRI the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Goods and/or Services supplied in the invoice period. 5.4 In consideration of the supply of the Goods and/or Services by the Supplier, UKRI the Customer shall pay the Supplier the invoiced amounts no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. UKRI The Customer may, without prejudice to any other rights and remedies under the ContractAgreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If UKRI the Customer fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of clause paragraph 5.4 after a reasonable time has passed (which shall be no less than 14 calendar days)passed. 5.6 If there is a dispute between the Parties as to the amount invoiced, UKRI may reject the invoice in its entiretyCustomer shall pay the undisputed amount. The Supplier shall not suspend the supply of the Goods and/or Services unless the Supplier is entitled to terminate the Contract Agreement for a failure to pay undisputed sums in accordance with clause 18.516.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 2119. 5.7 Where the Supplier enters into If a sub-contract, the Supplier shall include in that sub- contract: (a) provisions having the same effects as clauses 5.3 to 5.6 (inclusive) payment of this Contract; and (b) a provision requiring the counterparty to that sub-contract to include in any sub- contract which it awards provisions having the same effects as clauses 5.3 to 5.7 (inclusive) of this Contract. (c) In this clause 5.7, "sub-contract" means a contract between two or more suppliers, at any stage of remoteness from UKRI in a subcontracting chain, an undisputed amount is not made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Contract. 5.8 If any sum of money is recoverable from or payable by the Supplier under Customer by the Contract (including any sum which the Supplier is liable to pay to UKRI in respect of any breach of the Contract), that sum may be deducted unilaterally by UKRI from any sum then due, or which may come due, to the Supplier under the Contract or under any other agreement or contract with UKRI. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against UKRI in order to justify withholding payment of any such amount in whole or in part.due date,

Charges, Payment and Recovery of Sums Due. 5.1 The Charges Contractor shall submit invoices for the Goods and/or Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration payment of the Supplier Charges to the Council monthly in respect of arrears unless otherwise stated to the supply of the Goods and/or Services. Unless otherwise agreed contrary in writing by UKRISchedule 2, the Council shall pay the Charges shall include every cost and expense of to the Supplier directly or indirectly incurred Contractor in connection accordance with the supply of the Goods and/or performance of the Service. 5.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. UKRI shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable payment plan outlined in respect of the Goods and/or Services. 5.3 The Supplier shall invoice UKRI as specified in the ContractSchedule 2. Each invoice shall include such supporting information required by UKRI the Council to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Goods and/or Services supplied in the invoice period. 5.4 In consideration . Each invoice shall be addressed to the Council’s Representative and shall contain all appropriate references and a detailed breakdown of the Services and shall be supported by any other documentation reasonably required by the Council’s Representative to substantiate the invoice. Unless otherwise stated in Schedule 2 the Charges shall: remain fixed during the Term; and be the full and exclusive remuneration of the Contractor in respect of the supply of the Goods and/or Services and includes, without limitation, any royalties, licence fees, supplies and all consumables used by the SupplierContractor, UKRI travel and subsistence expenses and Staff costs. The Council shall pay the Supplier Contractor the invoiced amounts no later than 30 days [ten (10) OR twenty (20)] Working Days after verifying that the invoice is receipt of a valid and undisputed and includes a valid invoice quoting the relevant Purchase Order Number. UKRI The Council may, without prejudice to any other rights and remedies under the ContractAgreement or otherwise, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If UKRI fails to consider and verify performance or if it receives an invoice in a timely fashion the invoice shall be regarded as which it believes is not valid and undisputed for the purpose of clause 5.4 after a reasonable time has passed (which shall be no less than 14 calendar days). 5.6 If there is a dispute between the Parties as to the amount invoiced, UKRI may reject the invoice in its entirety. The Supplier shall not suspend the supply of the Goods and/or Services unless the Supplier is entitled to terminate the Contract for a failure to pay undisputed sums and/ or properly due in accordance with clause 18.54.6 and 4.7 below. Any disputed amounts shall be resolved through . If Schedule 6 (Conditions Applicable to Works) applies to the dispute resolution procedure detailed in clause 21. 5.7 Where the Supplier enters into a sub-contractOrder, the Supplier shall include in that sub- contract: (a) provisions having Council will only pay the same effects as clauses 5.3 to 5.6 (inclusive) Contractor the total value of this Contract; and (b) a provision requiring any Offsite Materials if the counterparty to that sub-contract to include in any sub- contract which it awards provisions having the same effects as clauses 5.3 to 5.7 (inclusive) of this Contract. (c) In this clause 5.7, "sub-contract" means a contract between two or more suppliers, at any stage of remoteness from UKRI in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing Contractor can show to the performance of) the whole or any part of this Contract. 5.8 If any sum of money is recoverable from or payable by the Supplier under the Contract (including any sum which the Supplier is liable to pay to UKRI in respect of any breach of the Contract), that sum may be deducted unilaterally by UKRI from any sum then due, or which may come due, to the Supplier under the Contract or under any other agreement or contract with UKRI. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against UKRI in order to justify withholding payment of any such amount in whole or in part.Supervising Officer’s reasonable satisfaction:

Charges, Payment and Recovery of Sums Due. 5.1 6.1 The Charges for the Goods and/or and Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Goods and/or and Services. Unless otherwise agreed in writing by UKRIthe Customer, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the supply delivery of the Goods and/or and performance of the ServiceServices. 5.2 6.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. UKRI The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Goods and/or Services. 5.3 6.3 The Supplier shall invoice UKRI the Customer as specified in the ContractAgreement. Each invoice shall include such supporting information required by UKRI the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Goods and/or and Services supplied in the invoice period. 5.4 6.4 In consideration of the supply of the Goods and/or and Services by the Supplier, UKRI the Customer shall pay the Supplier the invoiced amounts no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. UKRI The Customer may, without prejudice to any other rights and remedies under the ContractAgreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 6.5 If UKRI the Customer fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of clause 5.4 paragraph 6.4 after a reasonable time has passed (which shall be no less than 14 calendar days)passed. 5.6 6.6 If there is a dispute between the Parties as to the amount invoiced, UKRI may reject the invoice in its entiretyCustomer shall pay the undisputed amount. The Supplier shall not suspend the supply of the Goods and/or Services unless the Supplier is entitled to terminate the Contract Agreement for a failure to pay undisputed sums in accordance with clause 18.518.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 21. 5.7 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Supplier interest at the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. 6.8 Where the Supplier enters into a sub-contract, the Supplier shall include in that sub- sub-contract: (a) : 6.8.1 provisions having the same effects as clauses 5.3 6.3 to 5.6 (inclusive) 6.7 of this ContractAgreement; and (b) a provision requiring the counterparty to that sub-contract to include in any sub- contract which it awards provisions having the same effects as clauses 5.3 to 5.7 (inclusive) of this Contract. (c) In this clause 5.7, "sub-contract" means a contract between two or more suppliers, at any stage of remoteness from UKRI in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Contract. 5.8 If any sum of money is recoverable from or payable by the Supplier under the Contract (including any sum which the Supplier is liable to pay to UKRI in respect of any breach of the Contract), that sum may be deducted unilaterally by UKRI from any sum then due, or which may come due, to the Supplier under the Contract or under any other agreement or contract with UKRI. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against UKRI in order to justify withholding payment of any such amount in whole or in part.

Charges, Payment and Recovery of Sums Due. 5.1 The Charges for the Goods and/or Services shall be as set out in the Award Letter Purchase Order and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Goods and/or Services. Unless otherwise agreed in writing by UKRIthe Customer, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the supply of the Goods and/or performance of the ServiceServices. 5.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rateVAT. UKRI The Customer shall, following the receipt of a valid VAT invoiceinvoice as outlined in clause 5.4, pay to the Supplier a sum equal to the VAT chargeable in respect of the Goods and/or Services. 5.3 All payments made by the Customer shall be made by bank transfer to the bank account indicated in the contract or by separate official Supplier notification. Payments will be free and clear of all bank charges imposed by the Customer bank. For the avoidance of doubt, the Customer is not responsible for any charges imposed by the Suppliers’ bank or any intermediary bank required by the Supplier. 5.4 The Supplier shall invoice UKRI the Customer as specified in the ContractAgreement. Each invoice shall include such supporting information required by UKRI the Customer to verify the accuracy of the invoice, including without limitation the relevant Purchase Order Number and a breakdown of the Goods and/or Services supplied in the invoice period. 5.4 5.5 In consideration of the supply of the Goods and/or Services by the Supplier, UKRI the Customer shall pay the Supplier the invoiced amounts no later than 30 thirty (30) days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. UKRI The Customer may, without prejudice to any other rights and remedies under the ContractAgreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 5.6 If UKRI the Customer fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of clause 5.4 paragraph 5.5 after a reasonable time has passed (which shall be no less than 14 calendar days)passed. 5.6 5.7 If there is a dispute between the Parties as to the amount invoiced, UKRI may reject the invoice in its entiretyCustomer shall pay the undisputed amount. The Supplier shall not suspend the supply of the Goods and/or Services unless the Supplier is entitled to terminate the Contract Agreement for a failure to pay undisputed sums in accordance with clause 18.515.5. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 2118. 5.7 5.8 If a payment of an undisputed amount is not made by the Customer by the date as mentioned in clause 5.5, then the Customer shall pay the Supplier interest at the statutory interest rate. 5.9 Where the Supplier enters into a sub-contract, in accordance with Section 9, the Supplier shall include in that sub- sub-contract: (a) 5.9.1 provisions having the same effects as clauses 5.3 to 5.6 (inclusive) 5.8 of this ContractAgreement; and (b) 5.9.2 a provision requiring the counterparty to that sub-contract to include in any sub- sub-contract which it awards provisions having the same effects effect as clauses 5.3 to 5.7 (inclusive) 5.8 of this ContractAgreement. (c) 5.9.3 In this clause 5.75.9, "“sub-contract" ” means a contract between two or more suppliers, at any stage of remoteness from UKRI the Authority in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this ContractAgreement. 5.8 5.10 If any sum of money is recoverable from or payable by the Supplier under the Contract Agreement (including any sum which the Supplier is liable to pay to UKRI the Customer in respect of any breach of the ContractAgreement), that sum may be deducted unilaterally by UKRI the Customer from any sum then due, or which may come due, to the Supplier under the Contract Agreement or under any other agreement or contract with UKRIthe Customer. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against UKRI the Customer in order to justify withholding payment of any such amount in whole or in part.

Charges, Payment and Recovery of Sums Due. 5.1 The Charges for the Goods and/or Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Goods and/or Services. Unless otherwise agreed in writing by UKRIthe Council, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the supply of the Goods and/or performance of the ServiceServices. 5.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. UKRI The Council shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Goods and/or Services. 5.3 The Supplier shall invoice UKRI the Council as specified in the ContractAgreement. Each invoice shall include such supporting information required by UKRI the Council to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Goods and/or Services supplied in the invoice period. 5.4 In consideration of the supply of the Goods and/or Services by the Supplier, UKRI the Council shall pay the Supplier the invoiced amounts no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. UKRI The Council may, without prejudice to any other rights and remedies under the ContractAgreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If UKRI the Council fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of clause paragraph 5.4 after a reasonable time has passed (which shall be no less than 14 calendar days)passed. 5.6 If there is a dispute between the Parties as to the amount invoiced, UKRI may reject the invoice in its entiretyCouncil shall pay the undisputed amount. The Supplier shall not suspend the supply of the Goods and/or Services unless the Supplier is entitled to terminate the Contract Agreement for a failure to pay undisputed sums in accordance with clause 18.516.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 2119. 5.7 Where the Supplier enters into a sub-contract, the Supplier shall include in that sub- sub-contract: (a) 5.7.1 provisions having the same effects as clauses 5.3 to 5.6 (inclusive) of this ContractAgreement; and (b) 5.7.2 a provision requiring the counterparty to that sub-contract to include in any sub- contract which it awards provisions having the same effects effect as clauses 5.3 to 5.7 (inclusive) of this ContractAgreement. (c) 5.7.3 In this clause 5.7, "“sub-contract" ” means a contract between two or more suppliers, at any stage of remoteness from UKRI the Council in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this ContractAgreement. 5.8 If any sum of money is recoverable from or payable by the Supplier under the Contract Agreement (including any sum which the Supplier is liable to pay to UKRI the Council in respect of any breach of the ContractAgreement), that sum may be deducted unilaterally by UKRI the Council from any sum then due, or which may come due, to the Supplier under the Contract Agreement or under any other agreement or contract with UKRIthe Council. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against UKRI the Council in order to justify withholding payment of any such amount in whole or in part.

Charges, Payment and Recovery of Sums Due. 5.1 The Charges for the Goods and/or Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Goods and/or Services. Unless otherwise agreed in writing by UKRIthe Customer, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 5.2 The Supplier shall invoice the Customer as specified in the Agreement. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Services supplied in the invoice period. 5.3 In consideration of the supply of the Goods and/or performance Services by the Supplier, the Customer shall pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order Number. The Customer may, without prejudice to any other rights and remedies under the ServiceAgreement, withhold or reduce payments in the event of unsatisfactory performance. 5.2 5.4 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. UKRI The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Goods and/or Services. 5.3 The Supplier shall invoice UKRI as specified in the Contract. Each invoice shall include such supporting information required by UKRI to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Goods and/or Services supplied in the invoice period. 5.4 In consideration of the supply of the Goods and/or Services by the Supplier, UKRI shall pay the Supplier the invoiced amounts no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. UKRI may, without prejudice to any other rights and remedies under the Contract, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If UKRI fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of clause 5.4 after a reasonable time has passed (which shall be no less than 14 calendar days). 5.6 If there is a dispute between the Parties as to the amount invoiced, UKRI may reject the invoice in its entiretyCustomer shall pay the undisputed amount. The Supplier shall not suspend the supply of the Goods and/or Services unless the Supplier is entitled to terminate the Contract Agreement for a failure to pay undisputed sums in accordance with clause 18.516.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 2119. 5.6 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Supplier interest at the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. 5.7 Where the Supplier enters into a sub-contract, the Supplier shall include in that sub- contract: (a) provisions having the same effects as clauses 5.3 to 5.6 (inclusive) of this Contract; and (b) a provision requiring the counterparty to that sub-contract to include in any sub- contract which it awards provisions having the same effects as clauses 5.3 to 5.7 (inclusive) of this Contract. (c) In this clause 5.7, "sub-contract" means a contract between two or more suppliers, at any stage of remoteness from UKRI in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Contract. 5.8 If any sum of money is recoverable from or payable by the Supplier under the Contract Agreement (including any sum which the Supplier is liable to pay to UKRI the Customer in respect of any breach of the ContractAgreement), that sum may be deducted unilaterally by UKRI the Customer from any sum then due, or which may come due, to the Supplier under the Contract Agreement or under any other agreement or contract with UKRIthe Customer. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against UKRI the Customer in order to justify withholding payment of any such amount in whole or in part.

Charges, Payment and Recovery of Sums Due. 5.1 5.1. The Charges for the Goods and/or Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Goods and/or Services. Unless otherwise agreed in writing by UKRIthe Customer, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the supply of the Goods and/or performance of the ServiceServices. 5.2 5.2. All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. UKRI The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Goods and/or Services. 5.3 5.3. The Supplier shall invoice UKRI the Customer as specified in the ContractAgreement. Each invoice shall include such supporting information required by UKRI the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Goods and/or Services supplied in the invoice period. 5.4 5.4. In consideration of the supply of the Goods and/or Services by the Supplier, UKRI the Customer shall pay the Supplier the invoiced amounts no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. UKRI The Customer may, without prejudice to any other rights and remedies under the ContractAgreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 5.5. If UKRI the Customer fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of clause paragraph 5.4 after a reasonable time has passed (which shall be no less than 14 calendar days)passed. 5.6 5.6. If there is a dispute between the Parties as to the amount invoiced, UKRI may reject the invoice in its entiretyCustomer shall pay the undisputed amount. The Supplier shall not suspend the supply of the Goods and/or Services unless the Supplier is entitled to terminate the Contract Agreement for a failure to pay undisputed sums in accordance with clause 18.516.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 2119. 5.7 5.7. If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Supplier interest at the interest rate specified in the Late Payment of Commercial Debts (Interest) Act 1998. 5.8. Where the Supplier enters into a sub-sub- contract, the Supplier shall include in that sub- sub-contract: (a) 5.8.1. provisions having the same effects as clauses 5.3 to 5.6 (inclusive) 5.7 of this ContractAgreement; and (b) 5.8.2. a provision requiring the counterparty to that sub-contract to include in any sub- sub-contract which it awards provisions having the same effects as clauses 5.3 to 5.7 (inclusive) of this Contract. (c) In this clause 5.7, "sub-contract" means a contract between two or more suppliers, at any stage of remoteness from UKRI in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Contract. 5.8 If any sum of money is recoverable from or payable by the Supplier under the Contract (including any sum which the Supplier is liable to pay to UKRI in respect of any breach of the Contract), that sum may be deducted unilaterally by UKRI from any sum then due, or which may come due, to the Supplier under the Contract or under any other agreement or contract with UKRI. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against UKRI in order to justify withholding payment of any such amount in whole or in part.effect as

Charges, Payment and Recovery of Sums Due. 5.1 The Charges for the Goods and/or Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Goods and/or Services. Unless otherwise agreed in writing by UKRI, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the supply of the Goods and/or performance of the Service. 5.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. UKRI shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Goods and/or Services. 5.3 The Supplier shall invoice UKRI as specified in the Contract. Each invoice shall include such supporting information required by UKRI to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Goods and/or Services supplied in the invoice period. 5.4 In consideration of the supply of the Goods and/or Services by the Supplier, UKRI shall pay the Supplier the invoiced amounts no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. UKRI may, without prejudice to any other rights and remedies under the Contract, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If UKRI fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of clause 5.4 after a reasonable time has passed (which shall be no less than 14 calendar days). 5.6 If there is a dispute between the Parties as to the amount invoiced, UKRI may reject the invoice in its entirety. The Supplier shall not suspend the supply of the Goods and/or Services unless the Supplier is entitled to terminate the Contract for a failure to pay undisputed sums in accordance with clause 18.5. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 21. 5.7 Where the Supplier enters into a sub-contract, the Supplier shall include in that sub- sub-contract: (a) provisions having the same effects as clauses 5.3 to 5.6 (inclusive) of this Contract; and (b) a provision requiring the counterparty to that sub-contract to include in any sub- sub-contract which it awards provisions having the same effects as clauses 5.3 to 5.7 (inclusive) of this Contract. (c) In this clause 5.7, "sub-contract" means a contract between two or more suppliers, at any stage of remoteness from UKRI in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Contract. 5.8 If any sum of money is recoverable from or payable by the Supplier under the Contract (including any sum which the Supplier is liable to pay to UKRI in respect of any breach of the Contract), that sum may be deducted unilaterally by UKRI from any sum then due, or which may come due, to the Supplier under the Contract or under any other agreement or contract with UKRI. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against UKRI in order to justify withholding payment of any such amount in whole or in part.clauses

Charges, Payment and Recovery of Sums Due. 5.1 4.1 The Charges for the Goods and/or Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier Provider in respect of the supply of the Goods and/or ServicesGoods. Unless otherwise agreed in writing by UKRIthe Authority, the Charges shall include every cost and expense of the Supplier Provider directly or indirectly incurred in connection with the supply of the Goods and/or performance Goods, including but not limited to the costs of packaging, insurance, delivery, unloading, stacking and carriage. 4.2 Following Delivery of the Service. 5.2 All amounts stated are exclusive of VAT which shall be charged at Goods, the prevailing rate. UKRI shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Goods and/or Services. 5.3 The Supplier Provider shall invoice UKRI the Authority as specified in the ContractAgreement. Each invoice shall include such supporting information required by UKRI the Authority to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Goods and/or Services supplied in the invoice period. 5.4 4.3 The Authority shall consider and verify each valid invoice in a timely fashion. Where there is an undue delay in complying with this requirement, an invoice shall be regarded as valid and undisputed after a reasonable time has passed. 4.4 In consideration of the supply of the Goods and/or Services by the SupplierProvider, UKRI the Authority shall pay the Supplier Provider the invoiced amounts no later than 30 days after verifying that the receipt of a valid invoice is valid and undisputed and which includes a valid Purchase Order Number. UKRI may, without prejudice to any other rights and remedies under the Contract, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If UKRI fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose 4.5 All amounts stated are exclusive of clause 5.4 after a reasonable time has passed (VAT which shall be no less than 14 calendar days)charged at the prevailing rate. The Authority shall, following the receipt of a valid VAT invoice, pay to the Provider a sum equal to the VAT chargeable in respect of the Goods. 5.6 4.6 If there is a dispute between the Parties as to the amount invoiced, UKRI may reject the invoice in its entiretyAuthority shall pay the undisputed amount. The Supplier Provider shall not suspend the supply of the Goods and/or Services unless the Supplier Provider is entitled to terminate the Contract Agreement for a failure to pay undisputed sums in accordance with clause 18.517.3. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 2120. 5.7 Where 4.7 If a payment of an undisputed amount is not made by the Supplier enters into a sub-contractAuthority by the due date, then the Supplier Authority shall include pay the Provider interest at the interest rate specified in that sub- contract: the Late Payment of Commercial Debts (aInterest) provisions having the same effects as clauses 5.3 to 5.6 (inclusive) of this Contract; and (b) a provision requiring the counterparty to that sub-contract to include in any sub- contract which it awards provisions having the same effects as clauses 5.3 to 5.7 (inclusive) of this ContractXxx 0000. (c) In this clause 5.7, "sub-contract" means a contract between two or more suppliers, at any stage of remoteness from UKRI in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Contract. 5.8 4.8 If any sum of money is recoverable from or payable by the Supplier Provider under the Contract Agreement (including any sum which the Supplier Provider is liable to pay to UKRI the Authority in respect of any breach of the ContractAgreement), that sum may be deducted unilaterally by UKRI the Authority from any sum then due, or which may come due, to the Supplier Provider under the Contract Agreement or under any other agreement or contract with UKRIthe Authority. The Supplier Provider shall not be entitled to assert any credit, set-off or counterclaim against UKRI the Authority in order to justify withholding payment of any such amount in whole or in part.

Charges, Payment and Recovery of Sums Due. 5.1 The Charges for the Goods and/or Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier Provider in respect of the supply of the Goods and/or Services. Unless otherwise agreed in writing by UKRIthe Authority, the Charges shall include every cost and expense of the Supplier Provider directly or indirectly incurred in connection with the supply of the Goods and/or performance of the ServiceServices. 5.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. UKRI shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Goods and/or Services. 5.3 The Supplier Provider shall invoice UKRI the Authority as specified in the ContractAgreement. Each invoice shall include such supporting information required by UKRI the Authority to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Goods and/or Services supplied in the invoice period. 5.3 The Authority shall consider and verify each valid invoice in a timely fashion. Where there is an undue delay in complying with this requirement, an invoice shall be regarded as valid and undisputed after a reasonable time has passed. 5.4 In consideration of the supply of the Goods and/or Services by the SupplierProvider, UKRI the Authority shall pay the Supplier Provider the invoiced amounts no later than 30 days after verifying that the receipt of a valid invoice is valid and undisputed and which includes a valid Purchase Order Number. UKRI The Authority may, without prejudice to any other rights and remedies under the ContractAgreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If UKRI fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose All amounts stated are exclusive of clause 5.4 after a reasonable time has passed (VAT which shall be no less than 14 calendar days)charged at the prevailing rate. The Authority shall, following the receipt of a valid VAT invoice, pay to the Provider a sum equal to the VAT chargeable in respect of the Services. 5.6 If there is a dispute between the Parties as to the amount invoiced, UKRI may reject the invoice in its entiretyAuthority shall pay the undisputed amount. The Supplier Provider shall not suspend the supply of the Goods and/or Services unless the Supplier Provider is entitled to terminate the Contract Agreement for a failure to pay undisputed sums in accordance with clause 18.516.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 2119. 5.7 Where If a payment of an undisputed amount is not made by the Supplier enters into a sub-contractAuthority by the due date, then the Supplier Authority shall include pay the Provider interest at the interest rate specified in that sub- contract: the Late Payment of Commercial Debts (aInterest) provisions having the same effects as clauses 5.3 to 5.6 (inclusive) of this Contract; and (b) a provision requiring the counterparty to that sub-contract to include in any sub- contract which it awards provisions having the same effects as clauses 5.3 to 5.7 (inclusive) of this Contract. (c) In this clause 5.7, "sub-contract" means a contract between two or more suppliers, at any stage of remoteness from UKRI in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this ContractXxx 0000. 5.8 If any sum of money is recoverable from or payable by the Supplier Provider under the Contract Agreement (including any sum which the Supplier Provider is liable to pay to UKRI the Authority in respect of any breach of the ContractAgreement), that sum may be deducted unilaterally by UKRI the Authority from any sum then due, or which may come due, to the Supplier Provider under the Contract Agreement or under any other agreement or contract with UKRIthe Authority. The Supplier Provider shall not be entitled to assert any credit, set-off or counterclaim against UKRI the Authority in order to justify withholding payment of any such amount in whole or in part.

Charges, Payment and Recovery of Sums Due. 5.1 The Charges for the Goods and/or Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Goods and/or Services. Unless otherwise agreed in writing by UKRIthe Customer, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the supply of the Goods and/or performance of the ServiceServices. 5.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. UKRI The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Goods and/or Services. 5.3 The Supplier shall invoice UKRI the Customer as specified in the ContractAgreement. Each invoice shall include such supporting information required by UKRI the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Goods and/or Services supplied in the invoice period. 5.4 In consideration of the supply of the Goods and/or Services by the Supplier, UKRI the Customer shall pay the Supplier the invoiced amounts no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. UKRI The Customer may, without prejudice to any other rights and remedies under the ContractAgreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If UKRI the Customer fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of clause paragraph 5.4 after a reasonable time has passed (which shall be no less than 14 calendar days)passed. 5.6 If there is a dispute between the Parties as to the amount invoiced, UKRI may reject the invoice in its entiretyCustomer shall pay the undisputed amount. The Supplier shall not suspend the supply of the Goods and/or Services unless the Supplier is entitled to terminate the Contract Agreement for a failure to pay undisputed sums in accordance with clause 18.516.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 2119. 5.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Supplier interest at the interest rate specified in the Late Payment of Commercial Debts (Interest) Act 1998. 5.8 Where the Supplier enters into a sub-contract, the Supplier shall include in that sub- contract: (a) provisions having the same effects as clauses 5.3 to 5.6 (inclusive) of this Contract; and (b) a provision requiring the counterparty to that sub-contract to include in any sub- contract which it awards contract: 5.8.1 provisions having the same effects as clauses 5.3 to 5.7 (inclusive) of this Contract. (c) In this clause 5.7, "sub-contract" means a contract between two or more suppliers, at any stage of remoteness from UKRI in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Contract. 5.8 If any sum of money is recoverable from or payable by the Supplier under the Contract (including any sum which the Supplier is liable to pay to UKRI in respect of any breach of the Contract), that sum may be deducted unilaterally by UKRI from any sum then due, or which may come due, to the Supplier under the Contract or under any other agreement or contract with UKRI. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against UKRI in order to justify withholding payment of any such amount in whole or in part.Agreement; and

Charges, Payment and Recovery of Sums Due. 5.1 5.1. The Charges for the Goods and/or Services shall be as set out in the Award Letter Annex 2 and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Goods and/or Services. Unless otherwise agreed in writing by UKRIthe Customer, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 5.2. The Supplier shall invoice the Customer as specified in the Agreement. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Services supplied in the invoice period. 5.3. In consideration of the supply of the Goods and/or performance Services by the Supplier, the Customer shall pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order Number. The Customer may, without prejudice to any other rights and remedies under the ServiceAgreement, withhold or reduce payments in the event of unsatisfactory performance. 5.2 5.4. All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. UKRI The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Goods and/or Services. 5.3 The Supplier shall invoice UKRI as specified in the Contract5.5. Each invoice shall include such supporting information required by UKRI to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Goods and/or Services supplied in the invoice period. 5.4 In consideration of the supply of the Goods and/or Services by the Supplier, UKRI shall pay the Supplier the invoiced amounts no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. UKRI may, without prejudice to any other rights and remedies under the Contract, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If UKRI fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of clause 5.4 after a reasonable time has passed (which shall be no less than 14 calendar days). 5.6 If there is a dispute between the Parties as to the amount invoiced, UKRI may reject the invoice in its entiretyCustomer shall pay the undisputed amount. The Supplier shall not suspend the supply of the Goods and/or Services unless the Supplier is entitled to terminate the Contract Agreement for a failure to pay undisputed sums in accordance with clause 18.516.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 2119. 5.7 Where 5.6. If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Supplier enters into a sub-contract, interest at the Supplier shall include interest rate specified in that sub- contract: the Late Payment of Commercial Debts (aInterest) provisions having the same effects as clauses 5.3 to 5.6 (inclusive) of this Contract; and (b) a provision requiring the counterparty to that sub-contract to include in any sub- contract which it awards provisions having the same effects as clauses 5.3 to 5.7 (inclusive) of this ContractXxx 0000. (c) In this clause 5.7, "sub-contract" means a contract between two or more suppliers, at any stage of remoteness from UKRI in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Contract. 5.8 . If any sum of money is recoverable from or payable by the Supplier under the Contract Agreement (including any sum which the Supplier is liable to pay to UKRI the Customer in respect of any breach of the ContractAgreement), that sum may be deducted unilaterally by UKRI the Customer from any sum then due, or which may come due, to the Supplier under the Contract Agreement or under any other agreement or contract with UKRIthe Customer. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against UKRI the Customer in order to justify withholding payment of any such amount in whole or in part.

Charges, Payment and Recovery of Sums Due. 5.1 The Charges for the Goods and/or Services shall be as set out in the Award Letter Purchase Order and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Goods and/or Services. Unless otherwise agreed in writing by UKRIthe Customer, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the supply of the Goods and/or performance of the ServiceServices. 5.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. UKRI The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Goods and/or Services. 5.3 The Supplier shall invoice UKRI the Customer as specified in the ContractAgreement. Each invoice shall include such supporting information required by UKRI the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Goods and/or Services supplied in the invoice period. 5.4 In consideration of the supply of the Goods and/or Services by the Supplier, UKRI the Customer shall pay the Supplier the invoiced amounts no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. UKRI The Customer may, without prejudice to any other rights and remedies under the ContractAgreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If UKRI the Customer fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of clause paragraph 5.4 after a reasonable time has passed (which shall be no less than 14 calendar days)passed. 5.6 If there is a dispute between the Parties as to the amount invoiced, UKRI may reject the invoice in its entiretyCustomer shall pay the undisputed amount. The Supplier shall not suspend the supply of the Goods and/or Services unless the Supplier is entitled to terminate the Contract Agreement for a failure to pay undisputed sums in accordance with clause 18.515.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 2118. 5.7 Where If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Supplier enters into a sub-contract, interest at the Supplier shall include interest rate specified in that sub- contract: the Late Payment of Commercial Debts (a) provisions having the same effects as clauses 5.3 to 5.6 (inclusive) of this Contract; and (b) a provision requiring the counterparty to that sub-contract to include in any sub- contract which it awards provisions having the same effects as clauses 5.3 to 5.7 (inclusive) of this Contract. (c) In this clause 5.7, "sub-contract" means a contract between two or more suppliers, at any stage of remoteness from UKRI in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Contract. 5.8 If any sum of money is recoverable from or payable by the Supplier under the Contract (including any sum which the Supplier is liable to pay to UKRI in respect of any breach of the ContractInterest), that sum may be deducted unilaterally by UKRI from any sum then due, or which may come due, to the Supplier under the Contract or under any other agreement or contract with UKRI. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against UKRI in order to justify withholding payment of any such amount in whole or in part.

Charges, Payment and Recovery of Sums Due. 5.1 4.1 The Charges for the Goods and/or Services shall be as are set out in the Award Letter PO and shall be are the full and exclusive remuneration of the Supplier in respect of the supply of the Goods and/or Services. Unless otherwise agreed in writing by UKRIGFSL, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 4.2 The Supplier shall invoice GFSL as specified in the Agreement. Each invoice shall include such supporting information required by GFSL to verify the accuracy of the invoice, including the relevant PO number and a breakdown of the Services supplied in the invoice period. 4.3 In consideration of the supply of the Goods and/or performance Services by the Supplier, GFSL shall pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid PO number. GFSL may, without prejudice to any other rights and remedies under the ServiceAgreement, withhold or reduce payments in the event of unsatisfactory performance. 5.2 4.4 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. UKRI GFSL shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Goods and/or Services. 5.3 The Supplier shall invoice UKRI as specified in the Contract. Each invoice shall include such supporting information required by UKRI to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Goods and/or Services supplied in the invoice period. 5.4 In consideration of the supply of the Goods and/or Services by the Supplier, UKRI shall pay the Supplier the invoiced amounts no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. UKRI may, without prejudice to any other rights and remedies under the Contract, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If UKRI fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of clause 5.4 after a reasonable time has passed (which shall be no less than 14 calendar days). 5.6 4.5 If there is a dispute between the Parties as to the amount invoiced, UKRI may reject GFSL shall pay the invoice in its entiretyundisputed amount. The Supplier shall not suspend the supply of the Goods and/or Services unless the Supplier is entitled to terminate the Contract Agreement for a failure to pay undisputed sums in accordance with clause 18.515.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 2118. 5.7 Where 4.6 If a payment of an undisputed amount is not made by GFSL by the due date, then GFSL shall pay the Supplier enters into a sub-contract, interest at the Supplier shall include interest rate specified in that sub- contract: the Late Payment of Commercial Debts (aInterest) provisions having the same effects as clauses 5.3 to 5.6 (inclusive) of this Contract; and (b) a provision requiring the counterparty to that sub-contract to include in any sub- contract which it awards provisions having the same effects as clauses 5.3 to 5.7 (inclusive) of this ContractAct 1998. (c) In this clause 5.7, "sub-contract" means a contract between two or more suppliers, at any stage of remoteness from UKRI in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Contract. 5.8 4.7 If any sum of money is recoverable from or payable by the Supplier under the Contract Agreement (including any sum which the Supplier is liable to pay to UKRI GFSL in respect of any breach of the ContractAgreement), that sum may be deducted unilaterally by UKRI GFSL from any sum then due, or which may come due, to the Supplier under the Contract Agreement or under any other agreement or contract with UKRIGFSL. The Supplier shall cannot be entitled to assert any credit, set-off or counterclaim against UKRI GFSL in order to justify withholding payment of any such amount in whole or in part.

Charges, Payment and Recovery of Sums Due. 5.1 The Charges for the Goods and/or Services shall be as set out in the Award Letter Form of Contract and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Goods and/or Services. Unless otherwise agreed in writing by UKRIEMH, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the supply of the Goods and/or performance of the ServiceServices. 5.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. UKRI EMH shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Goods and/or Services. 5.3 The Supplier shall invoice UKRI EMH as specified in the ContractAgreement. Each invoice shall include such supporting information required by UKRI EMH to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Goods and/or Services supplied in the invoice period. 5.4 In consideration of the supply of the Goods and/or Services by the Supplier, UKRI EMH shall pay the Supplier the invoiced amounts no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. UKRI EMH may, without prejudice to any other rights and remedies under the ContractAgreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If UKRI EMH fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of clause paragraph 5.4 after a reasonable time has passed (which shall be no less than 14 calendar days)passed. 5.6 If there is a dispute between the Parties as to the amount invoiced, UKRI may reject EMH shall pay the invoice in its entiretyundisputed amount. The Supplier shall not suspend the supply of the Goods and/or Services unless the Supplier is entitled to terminate the Contract Agreement for a failure to pay undisputed sums in accordance with clause 18.516.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 2119. 5.7 Where If a payment of an undisputed amount is not made by EMH by the due date, then EMH shall pay the Supplier enters into a sub-contract, interest at the Supplier shall include interest rate specified in that sub- contract: the Late Payment of Commercial Debts (a) provisions having the same effects as clauses 5.3 to 5.6 (inclusive) of this Contract; and (b) a provision requiring the counterparty to that sub-contract to include in any sub- contract which it awards provisions having the same effects as clauses 5.3 to 5.7 (inclusive) of this Contract. (c) In this clause 5.7, "sub-contract" means a contract between two or more suppliers, at any stage of remoteness from UKRI in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Contract. 5.8 If any sum of money is recoverable from or payable by the Supplier under the Contract (including any sum which the Supplier is liable to pay to UKRI in respect of any breach of the ContractInterest), that sum may be deducted unilaterally by UKRI from any sum then due, or which may come due, to the Supplier under the Contract or under any other agreement or contract with UKRI. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against UKRI in order to justify withholding payment of any such amount in whole or in part.