2.1 The agreed price for the Products and/or Services shall be exclusive of any value added tax (“VAT”) and any and all costs and charges relating to packaging, loading, carriage/transport and insurance, all of which amounts the Customer shall pay in addition to the basic price of the relevant Products and/or Services and when it is due to pay for the relevant Products and/or Services under these Terms and Conditions. The expenses for designs, pre-production prototypes, samples and all services carried out at the request of the customer shall be borne by the Customer and shall be invoiced seperately in the case that the order does not follow. Where any taxable supply for VAT purposes is made under any Contract by the Company to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Company, pay to the Company such additional amounts in respect of VAT as are chargeable on the supply of the relevant Products and/or Services at the same time as payment is due for the supply of those Products and/or Services.
2.2 Unless otherwise agreed in writing in advance, payment for all Products and Services is due to the Company in cleared funds (without set-off or deduction), immediately on receipt of the relevant invoice by the Customer, into the bank account nominated by the Company in writing from time to time. Time for payment by the Customer shall be of the essence of the relevant Contract. Where payment is made by means of a cheque (or other negotiable instrument) the Company shall not be deemed to have received payment until the cheque (or other instrument) has been honoured on presentation for payment. If the Customer fails to pay the Company in accordance with this clause 2.2, or if any sum is due from, and remains unpaid (in whole or in part) by, the Customer to the Company pursuant to the Contract, or any other contract entered into between the Customer and the Company, the Customer shall be liable to pay (and hereby fully indemnifies the Company on demand from and against) any and all legal and other costs or expenses which the Company may suffer or incur in connection with such failure by the Customer to make due payment. In addition, and without prejudice to the Company’s other rights and remedies, interest will be payable by the Customer to the Company during the period from the due date for payment until the date of actual payment (“the outstanding period”) on any and all such outstanding sums at a rate of three per cent (3%) per annum above the base lending rate of the National Westminster Bank PLC in force from time to time during the outstanding period (after as well as before judgement) accruing on a daily basis and compounded quarterly. The Company also reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
2.3 Without prejudice to the Company’s rights and remedies set out herein (and its other rights and remedies under the general law), in the event of non-payment by the Customer, the Company shall also be entitled to (i) suspend any and all further deliveries of Products and/or Services to the Customer (under the relevant Contract or otherwise) until any such outstanding payment has been made in full (ii) cancel the order made by the Customer pursuant to the relevant Contract, and/or any other order or orders made by the Customer remaining to be fulfilled (under the relevant Contract or otherwise) insofar as any Products and/or Services remain to be delivered to the Customer or (iii) otherwise terminate the relevant Contract and/or any other contract entered into between the Customer and the Company (whereupon, notwithstanding any other provision of these Terms and Conditions, all amounts payable by the Customer under the relevant Contract, and/or any such other contract, shall become immediately due and payable to the Company).
2.4 The Company hereby reserves the right to increase the price of any Products and/or Services, by giving written notice to the Customer at any time before delivery, to reflect any increase in the cost to the Company of providing the Products and/or Services to the Company that is due to (i) any factor beyond the control of the Company (including, without limitation, foreign exchange fluctuations, increases in taxes and duties, and/or increases in labour, materials and other manufacturing costs) (ii) any request by the Customer to change the delivery date(s), specification(s), quantities or types of Products and/or Services ordered or (iii) any delay caused by any instructions of the Customer in respect of the relevant Products and/or Services or any failure of the Customer to give the Company adequate or accurate information or instructions in respect of the relevant Products and/or Services.
2.5 All invoice queries must be notified in writing by the Customer to the Company within seven (7) days of the date of the relevant invoice, otherwise the invoice shall be deemed to be correct and the Customer shall be bound to pay such invoice in full in accordance with these Terms and Conditions. The Customer shall pay all amounts due under each Contract in full without any deduction or withholding except as may be required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Company in order to justify withholding payment of any such amount in whole or in part. The Company may, without limiting its other rights or remedies, set off any amount owed to it by the Customer against any amount payable by the Company to the Customer. The Company may withdraw any credit facilities at any time, by giving notice to the Customer, and without giving any reason.