Worksite. Where Company or any of its authorised representatives require the permission of any member of Contractor Group to access any Worksite, including in respect of any inspection, testing, witnessing, expediting, monitoring or examination required under MSA, Contractor shall permit or procure such access and provide or procure all facilities and assistance as may be required in connection therewith. No part of the Work shall be put out of view or covered up at any Worksite without the consent of Company. Contractor shall provide reasonable notice to Company in order to permit the inspection, testing or examination of any part of the Work which is about to be put out of view or covered up at any Worksite. Notwithstanding the foregoing, Company shall have the right at any time to require Contractor to uncover or open up any part of the Work and to reinstate such uncovered or open part following inspection, testing or examination by Company. Company reserves the right to search or require Contractor to search in the presence of Company, any article belonging to any member of Contractor Group at any time including any container, skip, basket, case, package, box, holdall or suitcase entering, remaining at or leaving any Worksite. Where the Work is carried out at any non-Contractor Group controlled Worksite, Contractor shall at all times maintain such Worksite free of waste material, rubbish and debris generated by Contractor Group. Contractor shall properly store all Equipment at any time when not being used so as to maintain such Worksite in a clean, tidy and safe condition. On completion of the Work, or any part thereof, Contractor shall, except as otherwise instructed by Company Representative, forthwith clear and remove all Equipment and all waste material, rubbish and debris generated by Contractor Group from any non-Contractor Group controlled Worksite leaving such Worksite in a clean, tidy and safe condition. Except as stated elsewhere in this MSA or where required by Legislation, nothing in this Clause 15 shall oblige Contractor to dispose of any hazardous waste generated by Contractor Group at any Company Group controlled Worksite. Company places prime importance on health, safety and environment ("HSE") issues and requires that Contractor Group subscribes to and actively pursues the highest standards of HSE performance. Contractor shall take full responsibility for the adequacy, stability and safety of all its operations and methods necessary for the Work and shall ensure that all other members of Contractor Group understand and operate in such a manner. Contractor shall collaborate with Company in establishing HSE interface arrangements and the production of a HSE interface document where requested or required by Company. Contractor shall co-operate with Company in providing an appropriate response to any emergency occurring at the Worksite and shall immediately take such action as may be necessary to protect life and make safe property where such is in imminent peril. Contractor shall ensure, and shall procure that Contractor Group shall ensure, that all substances, chemicals and/or products manufactured, imported, supplied and/or used by Contractor and/or any member of Contractor Group in connection with the performance of the Work shall be properly registered in accordance with the Registration, Evaluation, Authorisation and Restriction of Chemicals ("REACH") Regulation (EC) No. 1907/2006 of the European Parliament and of the Council of 18th December 2006 in relation to the manner in which such substances, chemicals and/or products will be used in connection with the Work, prior to any such substances, chemicals and/or products being supplied to and/or used by Company and/or any member of Contractor Group pursuant to this MSA. Contractor shall obtain and maintain all licences, permits, temporary permits, authorisations and approvals required by Legislation in order to carry out the Work, save to the extent that the same can only be legally obtained and maintained by Company, or as otherwise provided in this MSA. Contractor shall immediately following any request from Company provide Company with evidence of having obtained and maintained such licences, permits, temporary permits, authorisations and approvals. Contractor shall, if requested by Company, but provided it does not restrict Contractor’s ability to carry out the Work, use all reasonable endeavours to transfer any such licences, permits, temporary permits, authorisations and approvals into Company’s name. For the performance and completion of the Work under the relevant Call-Off Order as required in accordance with the provisions of this MSA, Company shall pay, or cause to be paid, the Call-Off Price to Contractor at the times and in the manner as set out in this MSA. Except where it is expressly provided under this MSA that Company shall carry out an obligation at its own cost, all rights to be exercised and liabilities and obligations to be complied with by Contractor under MSA shall be deemed to be at Contractor’s own cost, whether or not expressly stated in this MSA, and included in the rates and prices as set out in this MSA. Within [thirty (30)] days from the end of each calendar month following commencement of the Work (the "month in question") or, in the case of a lump sum payment, such other invoice period as set out in this MSA, Contractor shall submit to Company a single invoice for the value ascertained in accordance with this MSA for the Work completed in accordance with the provisions of this MSA during the month in question or, in the case of a lump sum payment, during such other invoice period. The invoice shall be broken down into individual items in such detail as to enable Company to calculate how the total value of the invoice has been reached and shall contain such further information as specified in this MSA or which Company may otherwise request. VAT chargeable in respect of the Work carried out by Contractor under this MSA, if applicable, shall be itemised separately. Incomplete or incorrectly raised invoices will be returned to Contractor unactioned. Each invoice shall quote this MSA and the relevant Call-Off Order reference number and title, and shall include such other information and supporting documentation as specified in the relevant Call-Off Order. Company shall pay or cause to be paid the due amount within [thirty (30)] days after the date of Company’s receipt of properly submitted and supported invoices in accordance with this Clause 18, provided the payment shall only be made or caused to be made in respect of Work carried out in accordance with the provisions of this MSA. Company shall be under no obligation to pay any invoice that is not properly submitted and supported. If Company receives an invoice which has not been properly submitted and supported then Company shall be entitled, but not obliged, to request that Contractor re-submits such invoice. If the last day of the aforementioned [thirty (30)] day payment period falls on a day which is not a Working Day, then payment shall not be due until the next Working Day. Company will make payment in the currency as set out in the relevant Call-Off Order. Payment shall be deemed to have been made by Company on the day that Company’s bank account has been debited. Contractor shall be responsible for the payment of any expenses, fees or other charges levied by the bank receiving payment in respect of any invoice on behalf of Contractor. If Company disputes any item in any invoice, in whole or in part, then Company shall be liable under Clause 18.5 to pay only the undisputed portion of such invoice until such time as Company and Contractor have reached agreement as to what payment, if any, is due or what other action will be taken by Company in respect of the disputed amount. Company shall promptly notify Contractor of any such disputed amount. Company and Contractor shall use reasonable endeavours to settle any such dispute and any agreed adjustment and subsequent payment shall be made promptly following the date of such settlement. Contractor’s entitlement to reimbursement of expenses incurred in connection with the Work shall be as set out in this MSA and subject to approval by Company. Approval shall be subject to Contractor providing evidence of such expenses to the satisfaction of Company. Neither the presentation nor payment or non-payment of an individual invoice shall constitute a settlement of a dispute or otherwise waive or affect the rights of Company. In particular Company may correct or modify any amount previously paid in any or all of the following circumstances: (a) any such amount was incorrect; (b) any such amount was not properly payable under this MSA; and (c) any work in respect of which payment has been made does not comply with the provisions of this MSA. If Company fails to make payment of any amounts properly due to Contractor in accordance with this Clause 18 within [thirty (30)] days of receipt of an invoice prepared, submitted and supported in accordance with this Clause 18, Contractor shall be entitled to claim interest on the amount outstanding at the rate of [two percent (2%)] per annum over the LIBOR base rate currently in force, which the Parties agree is a substantial remedy. Such interest shall accrue day to day from the payment due date until such payment is made, whether before or after judgement, but shall not be compounded. Any such interest to be claimed by Contractor shall be invoiced separately and within [ten (10)] working days of payment of the invoice to which the interest relates. Payment of the invoice claiming the interest shall be in accordance with the provisions of Clause 18.5. The latest time for submission of invoices in respect of amounts due to Contractor in connection with this MSA shall be [ninety (90)] days from the completion of the relevant part of the Work or the expiry or termination of this MSA, whichever is the earlier. Company shall have no obligation to make any payment in respect of any invoice received after this time. If Company at any time during the term of this MSA incurs costs providing any personnel, equipment, materials or services of any nature which form part of Contractor’s obligations under this MSA, whether by mutual agreement, or as a result of Contractor's failure to provide the same, or if Company at any time incurs costs which are recoverable from or reimbursable by Contractor under this MSA then such costs shall be immediately due and payable provided that Company may, at its sole discretion, deduct such costs from any amounts due or which may become due to Contractor under this MSA or recover the same as a debt from Contractor by action at law or otherwise. Any amounts payable by Company hereunder may, without prejudice to any other rights or remedies which Company may have, be withheld and/or set-off by Company in whole or in part by reason of any actual or anticipated claims by Company against Contractor arising under MSA or any other agreement between Company and Contractor.
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