3.1.1 By entering into this Agreement you agree that you
will pay us, and not the Authorised Supplier, in
order to settle (i) Supplier Invoices which we have
purchased and (ii) BSDE Supplier Invoices.
3.1.2 We may, in our discretion and upon written notice to
you, cease to include a supplier as an Authorised
Supplier for the purposes of this Agreement. Any such
cessation will not affect our purchase of Supplier
Invoices then in existence or our obligation to pay
BSDE Supplier Invoices.
3.1.3 You authorise us to collect directly from any
Authorised Supplier any monies due for credits,
rebates, bonuses or discounts owed by such Authorised
Supplier to you. Once received we shall either (in
our discretion) apply such monies against amounts you
owe us or credit the relevant amount to your ledger
account with us and pay such monies into the bank
account referred to in Clause 6.7.1.
3.1.4 You shall pay us for a Supplier Obligation no later
than the Due Date. You agree to pay us the full
amount of such Supplier Obligation.
3.1.5 If an Extended Credit Period is provided (as
specified in the Schedule) payment of the relevant
Supplier Obligation may be deferred for such further
period as is specified in the Schedule after the end
of the No Charge Period but such Supplier Obligation
shall bear interest at the rate specified in the
Schedule during such period.
3.1.6 If you do not pay the Supplier Obligations before the
last day of the No Charge Period (or, if clause 3.1.5
applies, at the end of the Extended Credit Period),
such sum shall bear interest at the Default Rate from
the expiry of the No Charge Period (unless the
Extended Credit Period is applicable) until actual
receipt of such payment by us in cleared funds.
3.2 TITLE TO PRODUCTS
3.2.1 You hereby acknowledge that by virtue of our purchase
from the relevant Authorised Supplier of the Supplier
Invoices or, as applicable, our agreement to pay the
BSDE Supplier Invoices on your behalf, all Product
Rights, including any reservation of title rights,
belong to us until all amounts owing to us in
connection with payment of the relevant Supplier
Obligations and any outstanding Credit Charges are
paid in full by you.
3.2.2 You will not cause or permit any Debtor or other
third party to encumber our Product Rights in any
way. You agree to take such action as may be required
to implement this provision, including your
acknowledgement of, and agreement to the insertion of
written notice in Sales Invoices or, as applicable,
separate notices to BSDE Debtors, to the intent that
IBM GF is the owner of the relevant Product Rights.
4. RECEIVABLES, ACQUIRED RECEIVABLES AND VAT RECEIVABLES DISCOUNTING
Under the terms of this Agreement, we may from time to time purchase
Receivables, Acquired Receivables and VAT Receivables from you.
4.1 PURCHASE AND PAYMENT OF RECEIVABLES, ACQUIRED RECEIVABLES AND
4.1.1 As soon as possible on or after the Commencement Date
and upon the terms and conditions of this Agreement
you will deliver an Offer to sell to us with full
title guarantee each and all Receivables, Acquired
Receivables and VAT Receivables (together with all
Receivable Rights in existence as at the Commencement
Date). We will only accept each such Offer by
crediting to your ledger account with us the Purchase
Price of all such Receivables, Acquired Receivables
and VAT Receivables upon such date. Upon doing so,
our ownership of the Receivables, Acquired
Receivables and VAT Receivables that we have accepted
shall be complete.