Common use of Your Accounts Clause in Contracts

Your Accounts. 6.1 We shall maintain such accounts as we consider necessary to record details of the Debts purchased by us, amounts received from you or your Customers, the Available Funds, the Factor's Discount, Fees and other sums due to or from us including a Client Account, a Current Account and a Sales Ledger Control Account. 6.2 The anticipated Purchase Price of all Debts will be credited to your Sales Ledger Control Account. The amount credited may be equivalent to the Notified Value before deduction of the items referred to in conditions 4.1.1 and 4.1.2 and may be adjusted as necessary at any time. 6.3 We shall debit to your Sales Ledger Control Account: 6.3.1 the Notified amount of any credit note issued by you; 6.3.2 the amount of any Allowance due to or taken by a Customer; 6.3.3 any adjustment to the value of a Debt to which we consider the Customer is entitled; and 6.3.4 any Collection. 6.4 The net amount of all credits and debits made to your Sales Ledger Control Account under conditions 6.2 and 6.3, excluding Collections, shall be applied to your Client Account. 6.5 The amount of all payments made by us to you and all Factor's Discount, Fees and other charges payable by you under this Agreement shall be debited to your Client Account. 6.6 The balance on your Current Account at any time will be calculated by deducting the balance on your Client Account from the balance on your Sales Ledger Control Account. 6.7 You may request payments from us in or towards the Purchase Price of Debts. Subject to the terms of this Agreement and the amount of your Available Funds and the Funding Limit, we may make a: 6.7.1 Prepayment to you in respect of all Outstanding Approved Debts on the Working Day following the receipt of your Invoice Schedule relating to such Debts; 6.7.2 payment to you of the amount or balance of the Purchase Price of Debts equal to any Collection less any Prepayment made in respect of such Debts on the Working Day following receipt of such Collection. 6.8 We shall not be obliged to make any payments to you: 6.8.1 in excess of the Available Funds; 6.8.2 if, having made such payment, the balance on your Current Account would exceed the Funding Limit; 6.8.3 against the Outstanding Approved Debts of a Customer to the extent that such Debts are in excess of the Customer Concentration Percentage; 6.8.4 if you are Insolvent; or 6.8.5 after the occurrence of a Termination Event. 6.9 In our absolute discretion, we may make Prepayments to you in excess of the Available Funds or Funding Limit on such terms and subject to the payment of such additional charges as we may specify. 6.10 You will repay to us on demand any amount by which: 6.10.1 the balance on your Current Account exceeds the value of Approved Debts after applying the Approved Funding Percentage and Customer Concentration Percentage; or 6.10.2 any Prepayment exceeds the relevant Purchase Price. 6.11 Unless otherwise agreed by us, all payments by us to you shall be made to your account through the Bankers Automated Clearing System or Clearing Houses Automated Payment System, except payments in Approved Currencies which shall be made to you through the Society for Worldwide Interbank Telecommunication system. 6.12 No interest shall be payable by us to you in respect of credit balances on your Current Account. 6.13 We shall have the right at any time to debit to your Client Account all amounts owing by you to us, whether under this Agreement or any other agreement or on any other account and whether payable presently, prospectively or contingently, or by reason of an assignment to us, and/or to set off such amounts against sums due from us to you. In our absolute discretion, we may make a reasonable estimate of an amount payable where it cannot be determined at the relevant time. All such amounts shall be combined into a single account. Any debit balance shall be immediately payable to us and any credit balance may be payable to you. 6.14 We may at any time debit to your Client Account the amount of any liability owed by you to any Bibby Group Company. We are authorised by you to guarantee payment of such liability to such company and you agree to indemnify us against all sums paid under such guarantee. 6.15 We shall send you statements of the Sales Ledger Control Account and Client Account at such intervals as we shall decide and a Client Statement at the end of each month or we shall provide you with access to such Accounts through our Computerised Services. Such Accounts shall be treated as correct and binding upon you except for obvious errors or those of which you tell us within 15 days of the date of our sending such Accounts to you or of their publication though our Computerised Services. 6.16 In any proceedings, you agree that any account maintained by us and certified by our company secretary or a director of ours as to the balance on such account or any loss or damage suffered by us shall be conclusive evidence of the amount so certified in the absence of obvious error or error in law. 6.17 All payments to be made by you under this Agreement shall be made immediately without deduction or set off. If any deduction is required by law, you will: 6.17.1 deduct the minimum amount you are required to deduct; 6.17.2 promptly account to the relevant authority for such amount and deliver to us on demand such documents as we may reasonably request in respect of that payment; and 6.17.3 pay to us such additional amount as shall ensure that we shall receive the full amount payable under this Agreement as if no deduction had been made.

Your Accounts. ‌ 6.1 We shall maintain such accounts as we consider necessary to record details of the Debts purchased by us, amounts received from you or your Customers, the Available Funds, the Factor's Discount, Fees and other sums due to or from us including a Client Account, a Current Account and a Sales Ledger Control Account. 6.2 The anticipated Purchase Price of all Debts will be credited to your Sales Ledger Control Account. The amount credited may be equivalent to the Notified Value before deduction of the items referred to in conditions 4.1.1 and 4.1.2 and may be adjusted as necessary at any time. 6.3 We shall debit to your Sales Ledger Control Account: 6.3.1 the Notified amount of any credit note issued by you; 6.3.2 the amount of any Allowance due to or taken by a Customer; 6.3.3 any adjustment to the value of a Debt to which we consider the Customer is entitled; and 6.3.4 any Collection. 6.4 The net amount of all credits and debits made to your Sales Ledger Control Account under conditions 6.2 and 6.3, excluding Collections, shall be applied to your Client Account. 6.5 The amount of all payments made by us to you and all Factor's Discount, Fees and other charges payable by you under this Agreement shall be debited to your Client Account. 6.6 The balance on your Current Account at any time will be calculated by deducting the balance on your Client Account from the balance on your Sales Ledger Control Account. 6.7 You may request payments from us in or towards the Purchase Price of Debts. Subject to the terms of this Agreement and the amount of your Available Funds and the Funding Limit, we may make a: 6.7.1 Prepayment to you in respect of all Outstanding Approved Debts on the Working Day following the receipt of your Invoice Schedule relating to such Debts; 6.7.2 payment to you of the amount or balance of the Purchase Price of Debts equal to any Collection less any Prepayment made in respect of such Debts on the Working Day following receipt of such Collection. 6.8 We shall not be obliged to make any payments to you: 6.8.1 in excess of the Available Funds; 6.8.2 if, having made such payment, the balance on your Current Account would exceed the Funding Limit; 6.8.3 against the Outstanding Approved Debts of a Customer to the extent that such Debts are in excess of the Customer Concentration Percentage; 6.8.4 if you are Insolvent; or 6.8.5 after the occurrence of a Termination Event. 6.9 In our absolute discretion, we may make Prepayments to you in excess of the Available Funds or Funding Limit on such terms and subject to the payment of such additional charges as we may specify. 6.10 You will repay to us on demand any amount by which: 6.10.1 the balance on your Current Account exceeds the value of Approved Debts after applying the Approved Funding Percentage and Customer Concentration Percentage; or 6.10.2 any Prepayment exceeds the relevant Purchase Price. 6.11 Unless otherwise agreed by us, all payments by us to you shall be made to your account through the Bankers Automated Clearing System or Clearing Houses Automated Payment System, except payments in Approved Currencies which shall be made to you through the Society for Worldwide Interbank Telecommunication system. 6.12 No interest shall be payable by us to you in respect of credit balances on your Current Account. 6.13 We shall have the right at any time to debit to your Client Account all amounts owing by you to us, whether under this Agreement or any other agreement or on any other account and whether payable presently, prospectively or contingently, or by reason of an assignment to us, and/or to set off such amounts against sums due from us to you. In our absolute discretion, we may make a reasonable estimate of an amount payable where it cannot be determined at the relevant time. All such amounts shall be combined into a single account. Any debit balance shall be immediately payable to us and any credit balance may be payable to you. 6.14 We may at any time debit to your Client Account the amount of any liability owed by you to any Bibby Group Company. We are authorised by you to guarantee payment of such liability to such company and you agree to indemnify us against all sums paid under such guarantee. 6.15 We shall send you statements of the Sales Ledger Control Account and Client Account at such intervals as we shall decide and a Client Statement at the end of each month or we shall provide you with access to such Accounts through our Computerised Services. Such Accounts shall be treated as correct and binding upon you except for obvious errors or those of which you tell us within 15 days of the date of our sending such Accounts to you or of their publication though our Computerised Services. 6.16 In any proceedings, you agree that any account maintained by us and certified by our company secretary or a director of ours as to the balance on such account or any loss or damage suffered by us shall be conclusive evidence of the amount so certified in the absence of obvious error or error in law. 6.17 All payments to be made by you under this Agreement shall be made immediately without deduction or set off. If any deduction is required by law, you will: 6.17.1 deduct the minimum amount you are required to deduct; 6.17.2 promptly account to the relevant authority for such amount and deliver to us on demand such documents as we may reasonably request in respect of that payment; and 6.17.3 pay to us such additional amount as shall ensure that we shall receive the full amount payable under this Agreement as if no deduction had been made.