Your Undertakings. You undertake, for the duration of this Agreement and until you have discharged all monies owing to us, that: 10.1 after Notifying a Debt to us: 10.1.1 you will not vary the terms of the Contract of Sale, any payment terms or settlement discounts (if any); 10.1.2 you will promptly perform all your obligations to the Customer under the Contract of Sale and, at our request, provide satisfactory evidence of the complete performance of the Contract of Sale; 10.1.3 you will owe no obligations to the Customer other than under the Contract of Sale; 10.1.4 you will not agree with the Customer to allow any credit against the Debt or issue a credit note for a sum in excess of the Credit Note Limit; and 10.1.5 you will not issue or agree with the Customer to issue any credit note against the Debt if we have notified you that you must not do so; 10.2 you will not agree with a Customer better payment terms or settlement discounts (if any) than those specified in the Client Particulars without our prior written consent; 10.3 every Contract of Sale is subject to the law of England and Wales, provides for payment in Sterling (unless we have agreed in writing that your Customers may make payment of Debts in an Approved Currency) and such Contract of Sale does not include any prohibition against the assignment of the Debt or the Contract of Sale under which the Debt arises; 10.4 save as provided in condition 10.5, you will not include in any Invoice Schedule any Debt: 10.4.1 until the relevant Contract of Sale has been completely performed; 10.4.2 due from an Associate; 10.4.3 owed by a Customer from whom you purchase goods or services or with whom you have any contra accounting agreements; 10.4.4 which arises from a Contract of Sale containing terms that entitle the Customer to return the goods; 10.4.5 which is a Non-notifiable Debt; 10.4.6 in respect of which a payment has previously been made to you; or 10.4.7 which arises under a Contract of Sale providing for the supply of goods in instalments or provision of services on a periodic basis unless the Contract of Sale is divisible and the Customer has agreed to pay for each instalment delivery or period irrespective of the performance of your further obligations under the Contract of Sale; 10.5 you will Notify us separately of each Debt which: 10.5.1 does not comply with the undertakings and warranties contained in this Agreement providing particulars of the relevant undertakings and warranties with which you are unable to comply; 10.5.2 relates to a claim for interest and/or compensation payable either pursuant to the Contract of Sale or the Late Payment of Commercial Debts (Interest) Act 1998, providing details of how the claim arises and the calculation of the claim; or 10.5.3 is an Export Debt or arises under a Contract of Sale providing for payment in an Approved Currency; 10.6 you will tell us immediately of any: 10.6.1 breach by you of any undertaking or warranty given by you in this Agreement; 10.6.2 change or proposed change in the Control of your business or that of any Associate or Guarantor; 10.6.3 Insolvency proceedings commenced against you, any Guarantor, Associate or Customer; 10.6.4 security holder enforcing its security over any part of your assets or undertaking; 10.6.5 material information about the creditworthiness of a Customer; 10.6.6 dispute between you and a Customer and provide us with full particulars of such dispute; and 10.6.7 Returned Goods which have been delivered into your possession; 10.7 you will not create any security, trust, lien or other interest over your existing or future Debts without our prior written consent; 10.8 you will not sell any of your assets except in the ordinary course of your business, as stated in the Client Particulars, on commercial terms and for full value; 10.9 you will not enter into any other agreement for the factoring or discounting of Debts and you will procure that no Associate of yours enters into an agreement for the factoring or discounting of its debts without our prior written consent; 10.10 you will comply with any procedures which we communicate to you for the efficient day-to-day operation of our respective obligations under this Agreement; 10.11 you will sign all documents, including assignments of Debts or Related Rights, and do anything we reasonably request to exercise or enforce our rights under this Agreement; 10.12 you will comply with the Data Protection Laws and, in particular, you will ensure that any information relating to this Agreement, any Customer and any Debt is processed by you and shared with us in accordance with the Data Protection Laws such that we may lawfully use such information for the purposes we identify to you in the privacy notices we provide to you and communications between you and us; 10.13 you will advise us immediately if you are notified of any alleged breach of the Data Protection Laws in relation to a Customer; 10.14 you will advise us immediately of all communications received from a Data Subject; 10.15 you will communicate to your Customers that information about them will be disclosed to us and how we will use such information and you will ensure that you have a lawful basis to process that information (including in relation to your provision of such information to us) in accordance with the Data Protection Laws; 10.16 you will, upon receipt of any form of payment tendered in or towards the discharge of a Debt purchased by us under this Agreement, hold such payment absolutely in trust for us and (excluding Non-notifiable Debts unless we tell you otherwise in writing) you will: 10.16.1 immediately deliver to us the identical cash, cheque, bill of exchange or other remittance or pay it into such bank account as we may stipulate; and 10.16.2 keep it separate from your other money and will not, under any circumstances, pay it into your own account or the account of any other person.
Appears in 3 contracts
Samples: Purchase of Debts Agreement, Purchase of Debts Agreement, Purchase of Debts Agreement
Your Undertakings. You undertake, for the duration of this Agreement and until you have discharged all monies owing to us, that:
10.1 after Notifying a Debt to us:
10.1.1 you will not vary the terms of the Contract of Sale, any payment terms or settlement discounts (if any);
10.1.2 you will promptly perform all your obligations to the Customer under the Contract of Sale and, at our request, provide satisfactory evidence of the complete performance of the Contract of Sale;
10.1.3 you will owe no obligations to the Customer other than under the Contract of Sale;
10.1.4 you will not agree with the Customer to allow any credit against the Debt or issue a credit note for a sum in excess of the Credit Note Limit; and
10.1.5 you will not issue or agree with the Customer to issue any credit note against the Debt if we have notified you that you must not do so;
10.2 you will not agree with a Customer better payment terms or settlement discounts (if any) than those specified in the Client Particulars without our prior written consent;
10.3 every Contract of Sale is subject to the law of England and Wales, provides for payment in Sterling (unless we have agreed in writing that your Customers may make payment of Debts in an Approved Currency) and such Contract of Sale does not include any prohibition against the assignment of the Debt or the Contract of Sale under which the Debt arises;
10.4 save as provided in condition 10.5, you will not include in any Invoice Schedule any Debt:
10.4.1 until the relevant Contract of Sale has been completely performed;
10.4.2 due from an Associate;
10.4.3 owed by a Customer from whom you purchase goods or services or with whom you have any contra accounting agreements;
10.4.4 which arises from a Contract of Sale containing terms that entitle the Customer to return the goods;
10.4.5 which is a Non-notifiable Debt;
10.4.6 in respect of which a payment has previously been made to you; or
10.4.7 which arises under a Contract of Sale providing for the supply of goods in instalments or provision of services on a periodic basis unless the Contract of Sale is divisible and the Customer has agreed to pay for each instalment delivery or period irrespective of the performance of your further obligations under the Contract of Sale;
10.5 you will Notify us separately of each Debt which:
10.5.1 does not comply with the undertakings and warranties contained in this Agreement providing particulars of the relevant undertakings and warranties with which you are unable to comply;
10.5.2 relates to a claim for interest and/or compensation payable either pursuant to the Contract of Sale or the Late Payment of Commercial Debts (Interest) Act 1998, providing details of how the claim arises and the calculation of the claim; or
10.5.3 is an Export Debt or arises under a Contract of Sale providing for payment in an Approved Currency;
10.6 you will tell us immediately of any:
10.6.1 breach by you of any undertaking or warranty given by you in this Agreement;
10.6.2 change or proposed change in the Control of your business or that of any Associate or Guarantor;
10.6.3 Insolvency proceedings commenced against you, any Guarantor, Associate or Customer;
10.6.4 security holder enforcing its security over any part of your assets or undertaking;
10.6.5 material information about the creditworthiness of a Customer;
10.6.6 dispute between you and a Customer and provide us with full particulars of such dispute; and
10.6.7 Returned Goods which have been delivered into your possession;
10.7 you will not create any security, trust, lien or other interest over your existing or future Debts without our prior written consent;
10.8 you will not sell any of your assets except in the ordinary course of your business, as stated in the Client Particulars, on commercial terms and for full value;
10.9 you will not enter into any other agreement for the factoring or discounting of Debts and you will procure that no Associate of yours enters into an agreement for the factoring or discounting of its debts without our prior written consent;
10.10 you will comply with any procedures which we communicate to you for the efficient day-to-day operation of our respective obligations under this Agreement;
10.11 you will sign all documents, including assignments of Debts or Related Rights, and do anything we reasonably request to exercise or enforce our rights under this Agreement;
10.12 you will comply with the Data Protection Laws and, in particular, you will ensure that any information relating to this Agreement, any Customer and any Debt is processed by you and shared with us in accordance with the Data Protection Laws such that we may lawfully use such information for the purposes we identify to you in the privacy notices we provide to you and communications between you and us;
10.13 you will advise us immediately if you are notified of any alleged breach of the Data Protection Laws in relation to a Customer;
10.14 you will advise us immediately of all communications received from a Data Subject;
10.15 you will communicate to your Customers that information about them will be disclosed to us and how we will use such information and you will ensure that you have a lawful basis to process that information (including in relation to your provision of such information to us) in accordance with the Data Protection Laws;
10.16 you will, upon receipt of any form of payment tendered in or towards the discharge of a Debt purchased by us under this Agreement, hold such payment absolutely in trust for us and (excluding Non-notifiable Debts unless we tell you otherwise in writing) you will:
10.16.1 immediately deliver to us the identical cash, cheque, bill of exchange or other remittance or pay it into such bank account as we may stipulate; and
10.16.2 keep it separate from your other money and will not, under any circumstances, pay it into your own account or the account of any other person.
Appears in 1 contract
Samples: Purchase of Debts Agreement
Your Undertakings. You undertake, for the duration of this Agreement and until you have discharged all monies owing to us, that:
10.1 after Notifying a Debt to us:
10.1.1 you will not vary the terms of the Contract of Sale, any payment terms or settlement discounts (if any);
10.1.2 you will promptly perform all your obligations to the Customer under the Contract of Sale and, at our request, provide satisfactory evidence of the complete performance of the Contract of Sale;
10.1.3 you will owe no obligations to the Customer other than under the Contract of Sale;
10.1.4 you will not agree with the Customer to allow any credit against the Debt or issue a credit note for a sum in excess of the Credit Note Limit; and
10.1.5 you will not issue or agree with the Customer to issue any credit note against the Debt if we have notified you that you must not do so;
10.2 you will not agree with a Customer better payment terms or settlement discounts (if any) than those specified in the Client Particulars without our prior written consent;
10.3 every Contract of Sale is subject to either the law of Scotland or the law of England and Wales, provides for payment in Sterling (unless we have agreed in writing that your Customers may make payment of Debts in an Approved Currency) and such Contract of Sale does not include any prohibition against the assignment of the Debt or the Contract of Sale under which the Debt arises;
10.4 save as provided in condition 10.5, you will not include in any Invoice Schedule any Debt:
10.4.1 until the relevant Contract of Sale has been completely performed;
10.4.2 due from an Associate;
10.4.3 owed by a Customer from whom you purchase goods or services or with whom you have any contra accounting agreements;
10.4.4 which arises from a Contract of Sale containing terms that entitle the Customer to return the goods;
10.4.5 which is a Non-notifiable Debt;
10.4.6 in respect of which a payment has previously been made to you; or
10.4.7 which arises under a Contract of Sale providing for the supply of goods in instalments or provision of services on a periodic basis unless the Contract of Sale is divisible and the Customer has agreed to pay for each instalment delivery or period irrespective of the performance of your further obligations under the Contract of Sale;
10.5 you will Notify us separately of each Debt which:
10.5.1 does not comply with the undertakings and warranties contained in this Agreement providing particulars of the relevant undertakings and warranties with which you are unable to comply;
10.5.2 relates to a claim for interest and/or compensation payable either pursuant to the Contract of Sale or the Late Payment of Commercial Debts (Interest) Act 1998, providing details of how the claim arises and the calculation of the claim; or
10.5.3 is an Export Debt or arises under a Contract of Sale providing for payment in an Approved Currency;
10.6 you will tell us immediately of any:
10.6.1 breach by you of any undertaking or warranty given by you in this Agreement;
10.6.2 change or proposed change in the Control of your business or that of any Associate or Guarantor;
10.6.3 Insolvency proceedings commenced against you, any Guarantor, Associate or Customer;
10.6.4 security holder enforcing its security over any part of your assets or undertaking;
10.6.5 material information about the creditworthiness of a Customer;
10.6.6 dispute between you and a Customer and provide us with full particulars of such dispute; and
10.6.7 Returned Goods which have been delivered into your possession;
10.7 you will not create any security, trust, lien or other interest over your existing or future Debts without our prior written consent;
10.8 you will not sell any of your assets except in the ordinary course of your business, as stated in the Client Particulars, on commercial terms and for full value;
10.9 you will not enter into any other agreement for the factoring or discounting of Debts and you will procure that no Associate of yours enters into an agreement for the factoring or discounting of its debts without our prior written consent;
10.10 you will comply with any procedures which we communicate to you for the efficient day-to-day operation of our respective obligations under this Agreement;
10.11 you will sign all documents, including assignments assignations of Debts or Related Rights, and do anything we reasonably request to exercise or enforce our rights under this Agreement;
10.12 you will comply with the Data Protection Laws and, in particular, you will ensure that any information relating to this Agreement, any Customer and any Debt is processed by you and shared with us in accordance with the Data Protection Laws such that we may lawfully use such information for the purposes we identify to you in the privacy notices we provide to you and in communications between you and us;
10.13 you will advise us immediately if you are notified of any alleged breach of the Data Protection Laws in relation to a Customer;
10.14 you will advise us immediately of all communications received from a Data Subject;
10.15 you will communicate to your Customers that information about them will be disclosed to us and how we will use such information and you will ensure that you have a lawful basis to process that information (including in relation to your provision of such information to us) in accordance with the Data Protection Laws;
10.16 you will, upon receipt of any form of payment tendered in or towards the discharge of a Debt purchased by us under this Agreement, hold such payment absolutely in trust for us and (excluding Non-notifiable Debts unless we tell you otherwise in writing) you will:
10.16.1 immediately deliver to us the identical cash, cheque, bill of exchange or other remittance or pay it into such bank account as we may stipulate; and
10.16.2 keep it separate from your other money and will not, under any circumstances, pay it into your own account or the account of any other person.
Appears in 1 contract
Samples: Purchase of Debts Agreement
Your Undertakings. You undertake, for the duration of this Agreement and until you have discharged all monies owing to us, that:
10.1 after Notifying a Debt to us:
10.1.1 you will not vary the terms of the Contract of Sale, any payment terms or settlement discounts (if any);
10.1.2 you will promptly perform all your obligations to the Customer under the Contract of Sale and, at our request, provide satisfactory evidence of the complete performance of the Contract of Sale;
10.1.3 you will owe no obligations to the Customer other than under the Contract of Sale;
10.1.4 you will not agree with the Customer to allow any credit against the Debt or issue a credit note for a sum in excess of the Credit Note Limit; and
10.1.5 you will not issue or agree with the Customer to issue any credit note against the Debt if we have notified you that you must not do so;
10.2 you will not agree with a Customer better payment terms or settlement discounts (if any) than those specified in the Client Particulars without our prior written consent;
10.3 every Contract of Sale is subject to either the law of Scotland or the law of England and Wales, provides for payment in Sterling (unless we have agreed in writing that your Customers may make payment of Debts in an Approved Currency) and such Contract of Sale does not include any prohibition against the assignment of the Debt or the Contract of Sale under which the Debt arises;
10.4 save as provided in condition 10.5, you will not include in any Invoice Schedule any Debt:
10.4.1 until the relevant Contract of Sale has been completely performed;
10.4.2 due from an Associate;
10.4.3 owed by a Customer from whom you purchase goods or services or with whom you have any contra accounting agreements;
10.4.4 which arises from a Contract of Sale containing terms that entitle the Customer to return the goods;
10.4.5 which is a Non-notifiable Debt;
10.4.6 in respect of which a payment has previously been made to you; or
10.4.7 which arises under a Contract of Sale providing for the supply of goods in instalments or provision of services on a periodic basis unless the Contract of Sale is divisible and the Customer has agreed to pay for each instalment delivery or period irrespective of the performance of your further obligations under the Contract of Sale;
10.5 you will Notify us separately of each Debt which:
10.5.1 does not comply with the undertakings and warranties contained in this Agreement providing particulars of the relevant undertakings and warranties with which you are unable to comply;
10.5.2 relates to a claim for interest and/or compensation payable either pursuant to the Contract of Sale or the Late Payment of Commercial Debts (Interest) Act 1998, providing details of how the claim arises and the calculation of the claim; or
10.5.3 is an Export Debt or arises under a Contract of Sale providing for payment in an Approved Currency;
10.6 you will tell us immediately of any:
10.6.1 breach by you of any undertaking or warranty given by you in this Agreement;
10.6.2 change or proposed change in the Control of your business or that of any Associate or Guarantor;
10.6.3 Insolvency proceedings commenced against you, any Guarantor, Associate or Customer;
10.6.4 security holder enforcing its security over any part of your assets or undertaking;
10.6.5 material information about the creditworthiness of a Customer;
10.6.6 dispute between you and a Customer and provide us with full particulars of such dispute; and
10.6.7 Returned Goods which have been delivered into your possession;
10.7 you will not create any security, trust, lien or other interest over your existing or future Debts without our prior written consent;
10.8 you will not sell any of your assets except in the ordinary course of your business, as stated in the Client Particulars, on commercial terms and for full value;
10.9 you will not enter into any other agreement for the factoring or discounting of Debts and you will procure that no Associate of yours enters into an agreement for the factoring or discounting of its debts without our prior written consent;
10.10 you will comply with any procedures which we communicate to you for the efficient day-to-day operation of our respective obligations under this Agreement;
10.11 you will sign all documents, including assignments assignations of Debts or Related Rights, and do anything we reasonably request to exercise or enforce our rights under this Agreement;
10.12 you will comply with the Data Protection Laws and, in particular, you will ensure that any information relating to this Agreement, any Customer and any Debt is processed by you and shared with us in accordance with the Data Protection Laws such that we may lawfully use such information for the purposes we identify to you in the privacy notices we provide to you and in communications between you and us;
10.13 you will advise us immediately if you are notified of any alleged breach of the Data Protection Laws in relation to a Customer;
10.14 you will advise us immediately of all communications received from a Data Subject;
10.15 you will communicate to your Customers that information about them will be disclosed to us and how we will use such information and you will ensure that you have a lawful basis to process that information (including in relation to your provision of such information to us) in accordance with the Data Protection Laws;
10.16 you will, upon receipt of any form of payment tendered in or towards the discharge of a Debt purchased by us under this Agreement, hold such payment absolutely in trust for us and (excluding Non-notifiable Debts unless we tell you otherwise in writing) you will:
10.16.1 immediately deliver to us the identical cash, cheque, bill of exchange or other remittance or pay it into such bank account as we may stipulate; and
10.16.2 keep it separate from your other money and will not, under any circumstances, pay it into your own account or the account of any other person.
Appears in 1 contract
