Reso 2014-2242 - Laserfiche WebLink

Home Browse Search

2.5.3 Customer shall use onhV Exception Check Reports that comply with Section 2.3 and have not been revoked in accordance with Section 2.5.1 in the preparation of Pay Decisions and Return Decisions. Bank shall not be obligated to comply with any Pay Decision or Return Decision received in it lormat or medium, alter a deadline, or at a place not permitted under this Appendix and Services' Setup Form(s). but may instead treat such a Pay Decision or Return Decision in accordance with the default option selected by Customer in the Services Setup Form(s). 2.5.4 Bank is not responsible for detecting any Customer error contained in any Check Issue File. Pay Decision or Return Decision sent by Customer to Bank. 2.6 Submission of Data Prior to Implementation of Services. Customer shall submit to Bank a current, reconciled list of all outstanding checks issued on each Authorized Account one (I) week prior to the implementation of the Services hereunder. Depending on the frequency with which Customer issues checks. Bank reserves the right to require Customer to submit one or more additional such lists so that all outstanding, unpaid checks issued on any Authorized Account have been reported to Bank prior to the implementation of the Services. 3. Remedies. 3.1 U.C.C. Liability. To the extent applicable, the liability provisions of U.C.C. Articles 3 and 4 shall govern this Appendix, except as modified below. To the extent permitted by U.C.C. Articles 3 and 4, the liability of Bank under this Appendix shall in all cases be subject to the provisions of the parties Cash Management Master Agreement. including. without limitation. any provisions thereof that exclude or limit warranties made by. damages payable to or remedies available from Bank. 3.2 Wrongful Honor. It shall constitute wrongful honor by Bank if Bank pays an Exception Check listed in a timely Exception Check Report unless: (i) Customer issued a Pay Decision. or (ii) CUStomel' selected the pay default option and did not issue a Return Decision by the deadline set forth in the Services Setup Form(s). In the event that there is wrongful honor, the following shall apply: 12.1 Bank shall be liable to Customer for the lesser of the amount of the wrongfully paid Exception Check or Customer's actual damages resulting from Bank's payment of the Exception Check. 3.2.2 Bank expressly waives any right it may have to assert that Customer is liable for the amomit of the wrongfully honored Exception Check on the grounds that the Exception Check was properly payable under U.C.C. Section 4 -401. 3.2.3 Bank retains the right to assert Customer's failure to exercise reasonable care under U.C.C. Sections 3 -406 and 4 -406. 3.2.4 Bank retains the right to assert the defense that Customer has sustained no actual damages because flank's honor of the Exception Check discharged for value an indebtedness of Customer. 3.3 Wrongful Dishonor. Except as provided below, it shall constitute wrongful dishonor by Bank if Bank dishonors an Exception Check: (i) that Bank has been ordered to pay pursuant to a Pay Decision. or (ii) for which Customer has not issued a Return Decision under the pay default option by the deadline set forth in the Services' Setup Form(s). 3.3.1 Bank's liability for wrongful dishonor of an Exception Check shall be limited to the damages for wrongful dishonor recoverable under U.C.C. Articles 3 and 4. 3.3.2 Notwithstanding Section 3.3.1. Bank shall have no liability to Customer for wrongful dishonor when Bank, acting in good faith, returns an Exception Check: (a) that it reasonably believed was not properly payable: or (b) if there are insufficient Available Funds on deposit in the Authorized Account: or (c) if required to do so by the service of legal process on Bank or the instructions of regulatory or government authorities or courts. 3.4 Rightful Payment and Dishonor. Except as provided in Section 3.5. the following shall apply: 3.4.1 If Bank honors an Exception Check in accordance with the pay default option selected by Customer or in accordance with a Pay Decision issued by Customer. such honor shall be rightful, and Customer waives any right it may have to assert that the Exception Check was not properly payable under U.C.C. section 4- 401. 3.4.2 If' Bank dishonors an Exception Check in accordance with the return default option selected by Customer or in accordance with a Return Decision issued by Customer, the dishonor shall be rightful, and Customer waives any right it may have to assert that the dishonor was wrongful under the U.C.C. section 4 -402. 3.4.3 Customer agrees that Bank exercises ordinary care whenever it rightfully pays or returns an Exception Check consistent with the provisions of this Appendix. 3.5 Faulty Information. Subject to the terms and conditions of the Cash Management Master Agreement. Bank shall be liable for losses, other than incidental or consequential damages, proximately caused by its honor of a check that was not properly payable, or its dishonor of a check that was properly payable, if the honor or dishonor occurred because Bank. in accordance with the provisions of Section 2 of this Appendix: j {r'l4 13 7.50.3; ?5 of 62 06I I