7.Title and risk

7.1The risk in Products delivered to the Customer or the Customer’s agent shall pass to the Customer on Delivery.

7.2Title to Products delivered to the Customer or the Customer’s agent shall pass to the Customer upon receipt by the Supplier of the Customer’s payment for the Products in question.

8.Product prices

8.1The Product Prices shall be the prices set out in the latest quotation form received by the Customer prior to the placing of the Order. Such quotation form shall specify the exchange rates applicable and the period for which the prices quoted shall be valid.

8.2The Product Prices are inclusive of the costs of packaging, insurance and carriage of the Products to the point of Delivery.

8.3The Supplier shall use all reasonable endeavours during the Term to reduce its manufacturing, supply and other costs for the Products, including implementing cost savings initiatives and seeking more competitive supplies of raw materials and equipment. 

8.4The Supplier agrees that if at any time during the Term it sells any Product to a comparable customer for less than the Product Price then in force for that Product, it shall reduce the relevant Product Price to match the lower price for so long as the lower price is available (but for no longer) and shall refund the Customer the difference between the Product Price and the lower price in respect of its purchases of the Product after the Supplier began charging the lower price. For the purposes of this clause, “comparable” means a customer that purchases products in substantially similar volumes as the Customer on broadly similar terms and conditions.

8.5The Supplier shall provide all such evidence as the Customer may reasonably request in order to verify invoices submitted by the Supplier;

In addition, the Supplier shall, on request, allow the Customer to inspect and take copies of (or extracts from) all relevant records and materials of the Supplier relating to the supply of the Products as may be reasonably required in order to verify such matters.

8.6All disputes concerning the Product Prices shall be resolved in accordance with clause 23.

9.Terms of payment

9.1Each invoice submitted by the Supplier shall quote the relevant Order Numbers.

9.2The Customer shall pay each invoice in full within 14 days of the date of receipt of said invoice. Payment shall be made by telegraphic transfer to the bank account nominated in writing by the Supplier.

9.3The Supplier shall submit an invoice for 40% of the Product Price upon receipt of the Order. 

9.4The remaining 60% of the Product Price shall be invoiced once electronic copies of all relevant bills of lading have been received by the Customer or its agent in a format which the Customer or its agent is reasonably able to access and read.

9.5If a party fails to make any payment due to the other under this agreement by the due date for payment (due date), then, without limiting the other party's remedies under clause 17.2, the defaulting party shall pay interest on the overdue amount at the rate of 2 % per annum above Lloyds TSB Bank's base lending rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The defaulting party shall pay the interest together with the overdue amount. This clause shall not apply to payments that the defaulting party disputes in good faith.

9.6If the Customer disputes any invoice or other statement of monies due, the Customer shall immediately notify the Supplier in writing. The parties shall negotiate in good faith to attempt to resolve the dispute promptly. The Supplier shall provide all such evidence as may be reasonably necessary to verify the disputed invoice or request for payment. If the parties have not resolved the dispute within 30 days of the Customer giving notice to the Supplier, the dispute shall be resolved in accordance with clause 23. Where only part of an invoice is disputed, the undisputed amount shall be paid on the due date as set out in clause 9.2. The Supplier’s obligations to supply the Products shall not be affected by any payment dispute.

9.7Each party may, without limiting any other rights or remedies it may have, set off any amounts owed to it by the other party under this agreement against any amounts payable by it to the other party under this agreement. 

9.8All payments payable to the Supplier or the Customer under this agreement shall become due immediately on its termination. This clause 9.8 is without prejudice to any right to claim for interest under the law or under this agreement.