10.1 The Charges set out within the Order Terms apply only to the provision of the Deliverables set out within Order Terms. If no price is quoted, the price for Products shall be as set out in our published price list as at the date of provision of the Deliverables and the price for Services shall be calculated on a time and materials basis at our then prevailing standard rates for such Services (Our Rates).
10.2 Unless specified otherwise in the relevant Order Terms, all Charges for Products quoted within the relevant Order Terms shall be exclusive of all costs and charges of packaging, insurance, transport and delivery of the Products, which shall be quoted separately, and paid by you when pay for the Products. Installation is not included unless quoted as a specific Service in the Order Terms. If we deliver any Products, our only obligation is to deliver kerbside to any ground floor premises at which you reside / are based. You are liable to pay re-delivery fees if any access or vehicle restrictions are not advised prior to delivery.
10.3 As set out at clause 3.5, where there is any request by you or the client to change the delivery date(s), quantities or types of Products ordered, the specification for Products, additional Charges may apply, which we will advise you of in writing.
10.4 Where we incur any additional cost in respect of the supply of the Deliverables beyond the prices quoted in the Order Terms due any factor beyond our control (including FX fluctuations, increases in import duties/taxes, increases in labour, materials and other manufacturing costs, any request by you to change the delivery date(s), quantities or types of Deliverables ordered, or the Specification, any delay caused by your instructions in respect of the Deliverables or your failure to give us adequate or accurate information or instructions in respect of the Deliverables, we shall absorb those costs up to a maximum of 105% of the total value of the Charges quoted in the relevant Order Terms. Thereafter, additional Charges may apply, which we will advise you of in writing. Any additional Charges required under this agreement shall be calculated, in respect of Services, at Our Rates, and in respect of Products, at the price paid by us for those Products.
10.5 Unless specified otherwise in the relevant Order Terms, we shall invoice you for the Charges specified in the Order Terms or otherwise provided for under the Agreement, in respect of the Deliverables, on or at any time after the Commencement Date. You must pay all undisputed Charges set out within each invoice in full and cleared funds (in pounds sterling) within 30 calendar days of the date of the invoice. Time for payment shall be of the essence of the Agreement.
10.6 Where the Order Terms stipulate that Charges will be invoiced subject to our achievement of certain milestones (as further specified in the relevant Order Terms), you acknowledge and agree that, where fulfilment of a milestone has been delayed, including where we do not meet a milestone due to circumstances beyond our reasonable control, and/or where such delays arise other than due to our fault or breach of the Agreement, (e.g. delay in setup of any premises at which Products are to be installed), then all Charges will be immediately due and payable by you at any time once a time period of thirty (30) days following the original milestone has lapsed.
10.7 Where you dispute any invoice, you shall notify us within 7 calendar days in writing. We shall provide all such evidence as may be reasonably necessary to verify the disputed invoice, and the parties shall negotiate in good faith to attempt to resolve the dispute promptly. We reserve the right not to supply any further Deliverables to you while such a dispute is ongoing. Where only part of an invoice is disputed, you shall pay the undisputed amount on the due date for payment as set out within Clause 10.5 (or otherwise provided for in the relevant Order Terms). If the parties have not resolved the dispute within 30 days of your notice of dispute, we reserve the right to terminate the Agreement, whereupon all Charges payable under the Agreement shall become immediately due and payable.
10.8 All sums payable under the Agreement are exclusive of VAT and any other sales or similar taxes, custom duties, withholding taxes or similar charges, for which you shall be responsible. If the rate of VAT changes between your order date and the date we supply the Deliverables, we adjust the rate of VAT that you pay, unless you have already paid in full before the change in the rate of VAT takes effect.
10.9 Unless otherwise stated in these General Terms or agreed by us in writing, you shall have no right to any refund of the Charges paid or payable under the Agreement including on the termination of the Agreement.
10.10 Interest shall be chargeable on any Charges overdue at the rate of 12% above the base rate of HSBC Bank plc as applying from time to time to run from the due date for payment until receipt by us of the full amount due whether or not after judgement and without prejudice to any of our other rights or remedies.
10.11 Without prejudice to any other remedy available to us, if you fail to make any payment when due this will be deemed a material breach of contract and we may, at our sole option and without incurring any liability, suspend our performance until such time as the overdue payment is made or you have provided assurances acceptable to us that the overdue payments will be made. In the event of any such suspension of performance we shall be entitled to make an adjustment to the delivery schedule and Charges to reflect the delay and costs caused by the suspension.
10.12 We shall, without prejudice to any other remedy available to us, have in respect of all debts due from you under any Agreement, a general lien on all of your Products (i.e. Products in which legal title has transferred to you) (Your Products) in our possession for whatever purposes, and whether worked upon or not, and shall be entitled to retain possession of Your Products until all charges due any Agreement between you and us have been paid.
10.13 Without prejudice to any other remedy available to us, if any sum due from you to us under any Agreement between us has not been paid within 3 weeks from its becoming due, we may, upon giving to you 7 days’ notice in writing of our intention to do so (unless all such sums have in the meantime been paid), sell (in any manner we see fit) any or all of the Your Products in our possession. The net proceeds of such sale shall after payment of the costs of such sale be applied in or towards payment or satisfaction of the debts, or liabilities owing by you to us, insofar as they are presently payable and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon Your Products prior to sale) be paid to you.
10.14 All Charges due under the Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding except as required by law. We may, without limiting our other rights or remedies, set off any amount owing to you by us against any amount payable by us to you.