RECOURSE
INVOICE DISCOUNTING
AGREEMENT
MADE WITH
SIGNATURE INDUSTRIES
LIMITED
This
Agreement is made between:
|
|
(1)
|
|
Bibby Invoice Discounting Limited
whose registered office is at 105 Duke Street, Liverpool L1 5JQ
(registered number 4105467) ( “we” /
“us” ); and
|
|
|
|
|
|
|
|
(2)
|
|
the client identified in the Client
Particulars ( “you” ).
|
|
|
1.
|
|
This Agreement is a recourse
invoice discounting agreement and sets out the terms upon which we
will purchase your Debts. Until we tell you to the
contrary:
|
|
|
1.1
|
|
you will act as our agent to
collect payment of Debts due from your Customers;
|
|
|
|
|
|
|
|
1.2
|
|
you will not be required to comply
with condition 8.2.1 of the Standard Conditions; and
|
|
|
|
|
|
|
|
1.3
|
|
conditions 8.6 and 8.7 of the
Standard Conditions will apply to this Agreement.
|
|
|
2.
|
|
You agree to sell and we agree to
purchase with full title guarantee on the terms of this Agreement
all the Debts referred to in clause 4 of the
Particulars.
|
|
|
|
|
|
|
|
3.
|
|
“This
Agreement” shall comprise this document, the
Standard Conditions for the Purchase of Debts (Edition A/2004) and
any schedule or other document expressly incorporated into this
Agreement and any variation or extension agreed in accordance with
condition 16 of the Standard Conditions. Any terms set out in a
Letter of Offer and any other statements or representations by us
or implied terms are excluded.
|
|
|
|
|
|
|
|
4.
|
|
This Agreement is dated on the date
on which the last of us signs it.
|
2
|
|
1.
|
|
The Commencement Date is (condition
2.1).
|
|
|
|
|
|
|
|
2.
|
|
The Minimum Period of this
Agreement is 18 months from the first day of the month
following the Commencement Date (condition 2.1).
|
|
|
|
|
|
|
|
3.
|
|
The Minimum Notice Period is
6 months (condition 2.1).
|
|
|
|
|
|
|
|
4.
|
|
This Agreement shall apply to the
following categories of Debts: All Debts (condition
3.1).
|
|
|
|
|
|
|
|
5.
|
|
The Approved Funding Percentage is
80% (Domestic), 70% (Export) (definition of “Available
Funds” in condition 21).
|
|
|
|
|
|
|
|
6.
|
|
The Customer Concentration
Percentage is 10% or £100,000 of approved sales ledger for
prepayment purposes subject to credit worthiness of the debtor
concerned, unless specifically agreed (condition 6.8.3).
|
|
|
|
|
|
|
|
7.
|
|
The Retrospective Fee is 0.25%
(Domestic), 0.3% (Export) (condition 7.1.1).
|
|
|
|
|
|
|
|
8.
|
|
The Fee is 0.25% (Domestic), 0.3%
(Export) (condition 7.1.2).
|
|
|
|
|
|
|
|
9.
|
|
The Refactoring Fee is 0.5% of the
Notified Value of each Debt which is Outstanding 90 days after
the end of the month (condition 7.1.3).
|
|
|
|
|
|
|
|
10.
|
|
The Minimum Fees shall be
£60,000 a year (condition 7.3).
|
|
|
|
|
|
|
|
11.
|
|
The Factor’s Discount is
2.00% above the higher of Barclays Bank Plc base rate or
3 month LIBOR subject to a minimum of 3.5% (conditions 7.9 and
7.10).
|
|
|
|
|
|
|
|
12.
|
|
The Funding Limit is
£2,500,000, increasing to £3,500,000 (See condition No.
47) (condition 6.8.2).
|
|
|
|
|
|
|
|
13.
|
|
The Credit Note Limit is
£1,000 excluding Value Added Tax (condition
10.1.4).
|
|
|
|
|
|
|
|
14.
|
|
The Approval Period is 90 days
from the date of the relevant invoice (condition 5.7).
|
3
1. In our
absolute discretion, we may take steps to verify the Notified Debts
at any time to satisfy ourselves of the validity of such
Debts.
2. In our
absolute discretion, we may undertake audits at any time to satisfy
ourselves of the viability of your business. If we are required to
undertake more than 4 audits a year, we will charge you £500
plus VAT, or such other sum as we shall tell you in writing from
time to time, for each additional audit.
3. If
applicable, a signed proof of delivery or collection must be
obtained for each Debt and the original of such document must be
provided to us upon our request.
4. If
applicable, timesheets signed by your Customers must be obtained
for each Debt and the originals of such documents must be provided
to us on request.
5. You will
provide us with a copy of your monthly management accounts within
4 weeks of each month end, commencing with the month end
following initial payment.
6. You will
retain Customer remittance advices and make these available to us
upon request. Where a remittance advice is not received, you will
retain a copy of the relevant cheque.
7. You will
pay to us a legal documentation fee of £15,000 plus VAT to
cover the cost of preparing, executing and, if appropriate,
registering such documentation. Such documentation fee will be
debited to your Client Account at any time after the Commencement
Date.
4
8. Upon
Notification of a Debt to us, you will immediately send to
us:
9. Until we
advise you in writing to the contrary you are not required to
Notify to us the following Debts, which will be designated as
Non-notifiable Debts: All associated companies.
10. Unless
we agree in writing, we will not make any Prepayment
against:
|
|
•
|
|
invoices evidencing Debts for stage
or progress payments
|
|
|
|
|
|
|
|
•
|
|
Debts arising under a Contract of
Sale which contains terms entitling the Customer to return the
goods
|
|
|
|
|
|
|
|
•
|
|
Debts owed by non-business
Customers
|
|
|
|
|
|
|
|
•
|
|
Debts owed by an
Associate
|
|
|
|
|
|
|
|
•
|
|
Debts payable on a pro forma basis
or by cash on delivery
|
|
|
|
|
|
|
|
•
|
|
Debts arising from the sale of
capital assets
|
|
|
|
|
|
|
|
•
|
|
Debts arising from rental or
leasing agreements
|
|
|
|
|
|
|
|
•
|
|
Debts owed by a Customer who also
supplies goods or services to you
|
but we
agree that you do not need to notify us in relation to such Debts
unless we ins
|
