1. Definitions
1.1 “Supplier” means Staffy Limited T/A Staffy Scaffold, its successors
and assigns or any person acting on behalf of and with the authority
of Staffy Limited T/A Staffy Scaffold.
1.2 “Client” means the person/s buying the Goods as specified in any
invoice, document or order, and if there is more than one Client is a
reference to each Client jointly and severally.
1.3 “Goods” means all Goods or Services supplied by the Supplier to
the Client at the Client’s request from time to time (where the
context so permits the terms ‘Goods’ or ‘Services’ shall be
interchangeable for the other).
1.4 “Price” means the Price payable for the Goods as agreed between
the Supplier and the Client in accordance with clause 5 below.
2. Acceptance
2.1 The Client is taken to have exclusively accepted and is immediately
bound, jointly and severally, by these terms and conditions if the
Client places an order for or accepts delivery of the Goods.
2.2 These terms and conditions may only be amended with the
Supplier’s consent in writing and shall prevail to the extent of any
inconsistency with any other document or agreement between the
Client and the Supplier.
2.3 The Supplier reserves the right to refuse to enter the site to
assemble the Goods in the event that the Supplier believes the site
to be unsafe. In this event, the Client agrees that it is their
responsibility to ensure the site is made safe before the Supplier will
enter the site. The Supplier shall not be liable for any delays
caused, loss, damages, or costs however resulting from an unsafe
site.
2.4 The Client acknowledges and accepts that the supply of Goods for
accepted orders may be subject to availability and if, for any reason,
the Goods are not or ceases to be available, the Supplier reserves
the right to vary the Price with alternative Goods as per clause 5.2.
2.5 The Client accepts and acknowledges its responsibility to ensure
that all persons operating or erecting the Goods are suitably
instructed in its safe and proper use and where necessary hold a
current Certificate of Competency and/or are fully licensed to
operate the Goods and shall provide evidence of the same to the
Supplier upon request.
3. Electronic Transactions Act 2002
3.1 Electronic signatures shall be deemed to be accepted by either
party providing that the parties have complied with Section 22 of the
Electronic Transactions Act 2002 or any other applicable provisions
of that Act or any Regulations referred to in that Act.
4. Change in Control
4.1 The Client shall give the Supplier not less than fourteen (14) days
prior written notice of any proposed change of ownership of the
Client and/or any other change in the Client’s details (including but
not limited to, changes in the Client’s name, address, contact phone
or fax number/s, or business practice). The Client shall be liable for
any loss incurred by the Supplier as a result of the Client’s failure to
comply with this clause.
5. Price and Payment
5.1 At the Supplier’s sole discretion, the Price shall be either:
(a) as indicated on any invoice provided by the Supplier to the
Client; or
(b) the Price as at the date of delivery of the Goods according to
the Supplier’s current price list; or
(c) the Supplier’s quoted price (subject to clause 5.2) which will be
valid for the period stated in the quotation or otherwise for a
period of thirty (30) days.
5.2 The Supplier reserves the right to change the Price if a variation to
the Supplier’s quotation is requested. Any variation from the plan of
scheduled Services or specifications of the Goods (including, but
not limited to, any variation as a result of increases to the Supplier
in the cost of materials and labour or where additional Services are
required due to the discovery of hidden or unidentifiable difficulties
including, but not limited to, poor weather conditions, obstructed
access to the site by materials and/or people, availability of scaffold,
unique site requirements, safety considerations or prerequisite work
by any third party not being completed etc. which are only
discovered on commencement of the Services) will be charged for
on the basis of the Supplier’s quotation and will be shown as
variations on the invoice.
5.3 The Client acknowledges that the supply of Goods on credit shall
not take effect until the Client has completed a credit application
with the Supplier and it has been approved with a credit limit
established for the account.
5.4 In the event that the supply of Goods request exceeds the Client’s
credit limit and/or the account exceeds the payment terms, the
Supplier reserves the right to refuse delivery.
5.5 The Supplier shall be entitled to withdraw any discounts applicable
where payment is not paid in full by the due date with the
outstanding amount reverting to the full pre-discounted Price.
5.6 At the Supplier’s sole discretion, a non-refundable deposit may be
required.
5.7 Time for payment for the Goods being of the essence, the Price will
be payable by the Client on the date/s determined by the Supplier,
which may be:
(a) on delivery of the Goods;
(b) before delivery of the Goods;
(c) for certain approved Clients, due twenty (20) days following the
end of the month in which a statement is emailed to the Client’s
address or address for notices;
(d) the date specified on any invoice or other form as being the
date for payment; or
(e) failing any notice to the contrary, the date which is seven (7)
days following the date of any invoice given to the Client by the
Supplier.
5.8 Payment may be made by cash, electronic/on-line banking, credit
card or by any other method as agreed to between the Client and
the Supplier.
5.9 Unless otherwise stated the Price does not include GST. In addition
to the Price the Client must pay to the Supplier an amount equal to
any GST the Supplier must pay for any supply by the Supplier under
this or any other agreement for the sale of the Goods. The Client
must pay GST, without deduction or set off of any other amounts, at
the same time and on the same basis as the Client pays the Price.
In addition, the Client must pay any other taxes and duties that may
be applicable in addition to the Price except where they are
expressly included in the Price.
6. Delivery of Goods
6.1 Delivery (“Delivery”) of the Goods is taken to occur at the time that:
(a) the Client or the Client’s nominated carrier takes possession of
the Goods at the Supplier’s address; or
(b) the Supplier (or the Supplier’s nominated carrier) delivers the
Goods to the Client’s nominated address even if the Client is
not present at the address.
6.2 At the Supplier’s sole discretion, the cost of delivery is in addition to
the Price.
6.3 Goods received by carrier must be inspected immediately on
delivery and prior to signing any delivery docket. The Supplier
reserves the right to dismiss any claim for damaged Goods where
they have been signed for as being received in good condition.
6.4 The Client must take delivery by receipt or collection of the Goods
whenever they are tendered for delivery. In the event that the Client
is unable to take delivery of the Goods as arranged then the
Supplier shall be entitled to charge a reasonable fee for redelivery
and/or storage.
6.5 The Supplier may deliver the Goods in separate instalments. Each
separate instalment shall be invoiced and paid in accordance with
the provisions in these terms and conditions.
6.6 Any time or date given by the Supplier to the Client is an estimate
only. The Client must still accept delivery of the Goods even if late
and the Supplier will not be liable for any loss or damage incurred
by the Client as a result of the delivery being late.
7. Risk
7.1 Risk of damage to or loss of the Goods passes to the Client on
Delivery and the Client must insure the Goods on or before Delivery.
7.2 If any of the Goods are damaged or destroyed following delivery but
prior to ownership passing to the Client, the Supplier is entitled to
receive all insurance proceeds payable for the Goods. The
production of these terms and conditions by the Supplier is sufficient
evidence of the Supplier’s rights to receive the insurance proceeds
without the need for any person dealing with the Supplier to make
further enquiries.
7.3 If the Client requests the Supplier to leave Goods outside the
Supplier’s premises for collection or to deliver the Goods to an
unattended location, then such Goods shall be left at the Client’s
sole risk.
7.4 Where the Supplier is required to install the Goods, the Client
warrants that the structure of the premises or equipment in or upon
which the Goods are to be installed or erected is sound and will
sustain the installation and work incidental thereto and the Supplier
shall not be liable for any claims, demands, losses, damages, costs
and expenses howsoever caused or arising in connection with the
installation and work incidental thereto.
7.5 The Supplier shall not be held responsible for any damage to the
Goods or delays to delivery caused by outside agents. Where the
Client requests the Supplier to repair such damage then the
Supplier reserves the right to charge the Client for any costs
incurred in rectifying such damage.
8. Dimensions, Plans and Specifications
8.1 The Supplier shall be entitled to rely on the accuracy of any plans,
specifications and other information provided by the Client.
8.2 If the giving of an estimate or quotation for the supply of Goods
and/or Services involves the Supplier estimating measurements and
quantities, it shall be the responsibility of the Client to verify the
accuracy of the Supplier’s estimated measurements and quantities,
before the Client places an order based on such estimate or
accepts such quotation.
8.3 The Client acknowledges that all descriptive specifications,
illustrations, drawings, data, dimensions, ratings and weights stated
in the Supplier’s or manufacturer’s fact sheets, price lists or
advertising material, are approximate only and are given by way of
identification only. The Client shall not be entitled to rely on such
information, and any use of such does not constitute a sale by
description, and does not form part of the contract, unless expressly
stated as such in writing by the Supplier.
8.4 The Client shall be responsible for ensuring that the Goods ordered
are suitable for their intended use.
9. Access
9.1 The Client shall ensure that the Supplier has clear and free access
to the work site at all times to enable them to undertake delivery
and/or installation/erection of the Goods the Supplier shall not be
liable for any loss or damage to the site (including, without limitation,
damage to pathways, driveways and concreted or paved areas,
gardens or lawns) unless due to the negligence of the Supplier.
10. Title
10.1 The Supplier and the Client agree that ownership of the Goods shall
not pass until:
(a) the Client has paid the Supplier all amounts owing to the
Supplier; and
(b) the Client has met all of its other obligations to the Supplier.
10.2 Receipt by the Supplier of any form of payment other than cash
shall not be deemed to be payment until that form of payment has
been honoured, cleared or recognised.
10.3 It is further agreed that:
(a) until ownership of the Goods passes to the Client in
accordance with clause 10.1 that the Client is only a bailee of
the Goods and must return the Goods to the Supplier on
request.
(b) the Client holds the benefit of the Client’s insurance of the
Goods on trust for the Supplier and must pay to the Supplier
the proceeds of any insurance in the event of the Goods being
lost, damaged or destroyed.
(c) the Client must not sell, dispose, or otherwise part with
possession of the Goods other than in the ordinary course of
business and for market value. If the Client sells, disposes or
parts with possession of the Goods then the Client must hold
the proceeds of any such act on trust for the Supplier and must
pay or deliver the proceeds to the Supplier on demand.
(d) the Client should not convert or process the Goods or intermix
them with other goods but if the Client does so then the Client
holds the resulting product on trust for the benefit of the
Supplier and must sell, dispose of or return the resulting
product to the Supplier as it so directs.
(e) the Client irrevocably authorises the Supplier to enter any
premises where the Supplier believes the Goods are kept and
recover possession of the Goods.
(f) the Supplier may recover possession of any Goods in transit
whether or not delivery has occurred.
(g) the Client shall not charge or grant an encumbrance over the
Goods nor grant nor otherwise give away any interest in the
Goods while they remain the property of the Supplier.
(h) the Supplier may commence proceedings to recover the Price
of the Goods sold notwithstanding that ownership of the Goods
has not passed to the Client.
11. Construction Contracts Act 2002
11.1 The Client hereby expressly acknowledges that:
(a) the Supplier has the right to suspend work within five (5)
working days of written notice of its intent to do so if a payment
claim is served on the Client, and:
(i) the payment is not paid in full by the due date for payment
and no payment schedule has been given by the Client; or
(ii) a scheduled amount stated in a payment schedule issued
by the Client in relation to the payment claim is not paid in
full by the due date for its payment; or
(iii) the Client has not complied with an adjudicator’s notice
that the Client must pay an amount to the Supplier by a
particular date; and
(iv) the Supplier has given written notice to the Client of its
intention to suspend the carrying out of construction work
under the construction contract.
(b) if the Supplier suspends work, it:
(i) is not in breach of contract; and
(ii) is not liable for any loss or damage whatsoever suffered,
or alleged to be suffered, by the Client or by any person
claiming through the Client; and
(iii) is entitled to an extension of time to complete the contract;
and
(iv) keeps its rights under the contract including the right to
terminate the contract; and may at any time lift the
suspension, even if the amount has not been paid or an
adjudicator’s determination has not been complied with.
(c) if the Supplier exercises the right to suspend work, the exercise
of that right does not:
(i) affect any rights that would otherwise have been available
to the Supplier under the Contractual Remedies Act 1979;
or
(ii) enable the Client to exercise any rights that may otherwise
have been available to the Client under that Act as a direct
consequence of the Supplier suspending work under this
provision.
12. Affixation of Goods to Land or Buildings
12.1 If the Goods or any part thereof are affixed to any land or buildings
pursuant to this agreement, and the land or buildings are or become
the subject of a mortgage or charge whether under the PPSA or
otherwise at law, then the Client shall, without first receiving any
request from the Supplier, obtain the written acknowledge of the
Mortgagee or Chargehold (as the case may be) that:
(a) the Goods or any part thereof are not a fixture for the purposes
of the mortgage or charge;
(b) that the Mortgagee or Chargeholder will not make any claim in
relation to the Goods or any part therefore; and
(c) that the Mortgagee or Chargeholder will permit the Supplier
(whether or not there has been any default under the mortgage
or charge) to enter upon the land or buildings and to remove
the Goods or part thereof.
13. Inspection of Goods
13.1 The Client hereby grants the Supplier (including its employees, duly
authorised agents or representatives) the right, at all times, upon
the Supplier giving to the Client reasonable notice and without
unduly interfering with the Client’s business or
operations, to:
(a) enter onto the site(s) where the Goods or any part thereof may
be located;
(b) inspect the state of repair or condition of the Goods;
(c) carry out any such tests on the Goods as may be reasonably
necessary including but not limited to, health and safety tests or
inspections;
(d) observe the use of the Goods by the Client; and
(e) do any act, matter or thing which may be required at law or to
otherwise protect the Supplier’s rights or interests in the Goods.
14. Personal Property Securities Act 1999 (“PPSA”)
14.1 Upon assenting to these terms and conditions in writing the Client
acknowledges and agrees that:
(a) these terms and conditions constitute a security agreement for
the purposes of the PPSA; and
(b) a security interest is taken in all Goods and/or collateral
(account) – being a monetary obligation of the Client to the
Supplier for Services – that have previously been supplied and
that will be supplied in the future by the Supplier to the Client.
14.2 The Client undertakes to:
(a) sign any further documents and/or provide any further
information (such information to be complete, accurate and upto-date in all respects) which the Supplier may reasonably
require to register a financing statement or financing change
statement on the Personal Property Securities Register;
(b) indemnify, and upon demand reimburse, the Supplier for all
expenses incurred in registering a financing statement or
financing change statement on the Personal Property
Securities Register or releasing any Goods charged thereby;
(c) not register, or permit to be registered, a financing statement or
a financing change statement in relation to the Goods and/or
collateral (account) in favour of a third party without the prior
written consent of the Supplier; and
(d) immediately advise the Supplier of any material change in its
business practices of selling the Goods which would result in a
change in the nature of proceeds derived from such sales.
14.3 The Supplier and the Client agree that nothing in sections 114(1)(a),
133 and 134 of the PPSA shall apply to these terms and conditions.
14.4 The Client waives its rights as a debtor under sections 116, 120(2),
121, 125, 126, 127, 129, 131 and 132 of the PPSA.
14.5 Unless otherwise agreed to in writing by the Supplier, the Client
waives its right to receive a verification statement in accordance
with section 148 of the PPSA.
14.6 The Client shall unconditionally ratify any actions taken by the
Supplier under clauses 14.1 to 14.5.
15. Security and Charge
15.1 In consideration of the Supplier agreeing to supply the Goods, the
Client charges all of its rights, title and interest (whether joint or
several) in any land, realty or other assets capable of being
charged, owned by the Client either now or in the future, to secure
the performance by the Client of its obligations under these terms
and conditions (including, but not limited to, the payment of any
money).
15.2 The Client indemnifies the Supplier from and against all the
Supplier’s costs and disbursements including legal costs on a
solicitor and own client basis incurred in exercising the Supplier’s
rights under this clause.
15.3 The Client irrevocably appoints the Supplier and each director of the
Supplier as the Client’s true and lawful attorney/s to perform all
necessary acts to give effect to the provisions of this clause 15
including, but not limited to, signing any document on the Client’s
behalf.
16. Client’s Disclaimer
16.1 The Client hereby disclaims any right to rescind, or cancel any
contract with the Supplier or to sue for damages or to claim
restitution arising out of any inadvertent misrepresentation made to
the Client by the Supplier and the Client acknowledges that the
Goods are bought relying solely upon the Client’s skill and
judgment.
17. Defects
17.1 The Client shall inspect the Goods on delivery and shall within
twenty-four (24) hours of delivery (time being of the essence) notify
the Supplier of any alleged defect, shortage in quantity, damage or
failure to comply with the description or quote. The Client shall
afford the Supplier an opportunity to inspect the Goods within a
reasonable time following delivery if the Client believes the Goods
are defective in any way. If the Client shall fail to comply with these
provisions the Goods shall be presumed to be free from any defect
or damage. For defective Goods, which the Supplier has agreed in
writing that the Client is entitled to reject, the Supplier’s liability is
limited to either (at the Supplier’s discretion) replacing the Goods or
repairing the Goods. The Client must supply photographs of all
damage where applicable.
18. Returns
18.1 Returns will only be accepted provided that:
(a) the Client has complied with the provisions of clause 17.1; and
(b) the Supplier has agreed in writing to accept the return of the
Goods; and
(c) the Goods are returned at the Client’s cost within seven (7)
days of the delivery date; and
(d) the Supplier will not be liable for Goods which have not been
stored or used in a proper manner; and
(e) the Goods are returned in the condition in which they were
delivered and with all packaging material, brochures and
instruction material in as new condition as is reasonably
possible in the circumstances.
18.2 The Supplier may (in its discretion) accept the return of Goods for
credit but this may incur a handling fee of ten percent (10%) of the
value of the returned Goods plus any freight.
18.3 Non-stocklist items or Goods made to the Client’s specifications are
under no circumstances acceptable for credit or return.
19. Warranty
19.1 Subject to the conditions of warranty set out in clause 19.2 the
Supplier warrants that if any defect in any workmanship of the
Supplier becomes apparent and is reported to the Supplier within
twelve (12) months of the date of delivery (time being of the
essence) then the Supplier will either (at the Supplier’s sole
discretion) replace or remedy the workmanship.
19.2 The conditions applicable to the warranty given by clause 19.1 are:
(a) the warranty shall not cover any defect or damage which may
be caused or partly caused by or arise through:
(i) failure on the part of the Client to properly maintain any
Goods; or
(ii) failure on the part of the Client to follow any instructions or
guidelines provided by the Supplier; or
(iii) any use of any Goods otherwise than for any application
specified on a quote or order form; or
(iv) the continued use of any Goods after any defect becomes
apparent or would have become apparent to a reasonably
prudent operator or user; or
(v) fair wear and tear, any accident or act of God.
(b) the warranty shall cease and the Supplier shall thereafter in no
circumstances be liable under the terms of the warranty if the
workmanship is repaired, altered or overhauled without the
Supplier’s consent.
(c) in respect of all claims the Supplier shall not be liable to
compensate the Client for any delay in either replacing or
remedying the workmanship or in properly assessing the
Client’s claim.
19.3 For Goods not manufactured by the Supplier, the warranty shall be
the current warranty provided by the manufacturer of the Goods.
The Supplier shall not be bound by nor be responsible for any term,
condition, representation or warranty other than that which is given
by the manufacturer of the Goods.
20. Consumer Guarantees Act 1993
20.1 If the Client is acquiring Goods for the purposes of a trade or
business, the Client acknowledges that the provisions of the
Consumer Guarantees Act 1993 do not apply to the supply of
Goods by the Supplier to the Client.
21. Intellectual Property
21.1 Where the Supplier has designed, drawn or developed Goods for
the Client, then the copyright in any designs and drawings and
documents shall remain the property of the Supplier.
21.2 The Client warrants that all designs, specifications or instructions
given to the Supplier will not cause the Supplier to infringe any
patent, registered design or trademark in the execution of the
Client’s order and the Client agrees to indemnify the Supplier
against any action taken by a third party against the Supplier in
respect of any such infringement.
21.3 The Client agrees that the Supplier may (at no cost) use for the
purposes of marketing or entry into any competition, any
documents, designs, drawings or Goods which the Supplier has
created for the Client.
22. Default and Consequences of Default
22.1 Interest on overdue invoices shall accrue daily from the date when
payment becomes due, until the date of payment, at a rate of two
and a half percent (2.5%) per calendar month (and at the Supplier’s
sole discretion such interest shall compound monthly at such a rate)
after as well as before any judgment.
22.2 If the Client owes the Supplier any money the Client shall indemnify
the Supplier from and against all costs and disbursements incurred
by the Supplier in recovering the debt (including but not limited to
internal administration fees, legal costs on a solicitor and own client
basis, the Supplier’s collection agency costs, and bank dishonour
fees).
22.3 Further to any other rights or remedies the Supplier may have under
this contract, if a Client has made payment to the Supplier, and the
transaction is subsequently reversed, the Client shall be liable for
the amount of the reversed transaction, in addition to any further
costs incurred by the Supplier under this clause 22 where it can be
proven that such reversal is found to be illegal, fraudulent or in
contravention to the Client’s obligations under this agreement.
22.4 Without prejudice to any other remedies the Supplier may have, if at
any time the Client is in breach of any obligation (including those
relating to payment) under these terms and conditions the Supplier
may suspend or terminate the supply of Goods to the Client. The
Supplier will not be liable to the Client for any loss or damage the
Client suffers because the Supplier has exercised its rights under
this clause.
22.5 Without prejudice to the Supplier’s other remedies at law the
Supplier shall be entitled to cancel all or any part of any order of the
Client which remains unfulfilled and all amounts owing to the
Supplier shall, whether or not due for payment, become immediately
payable if:
(a) any money payable to the Supplier becomes overdue, or in the
Supplier’s opinion the Client will be unable to make a payment
when it falls due;
(b) the Client becomes insolvent, convenes a meeting with its
creditors or proposes or enters into an arrangement with
creditors, or makes an assignment for the benefit of its
creditors; or
(c) a receiver, manager, liquidator (provisional or otherwise) or
similar person is appointed in respect of the Client or any asset
of the Client.
23. Cancellation
23.1 The Supplier may cancel any contract to which these terms and
conditions apply or cancel delivery of Goods at any time before the
Goods are delivered by giving written notice to the Client. On giving
such notice the Supplier shall repay to the Client any money paid by
the Client for the Goods. The Supplier shall not be liable for any loss
or damage whatsoever arising from such cancellation.
23.2 In the event that the Client cancels delivery of Goods the Client
shall be liable for any and all loss incurred (whether direct or
indirect) by the Supplier as a direct result of the cancellation
(including, but not limited to, any loss of profits).
23.3 Cancellation of orders for Goods made to the Client’s specifications,
or for non-stocklist items, will definitely not be accepted once
production has commenced, or an order has been placed.
24. Privacy Act 1993
24.1 The Client authorises the Supplier or the Supplier’s agent to:
(a) access, collect, retain and use any information about the Client;
(i) (including any overdue fines balance information held by
the Ministry of Justice) for the purpose of assessing the
Client’s creditworthiness; or
(ii) for the purpose of marketing products and services to the
Client.
(b) disclose information about the Client, whether collected by the
Supplier from the Client directly or obtained by the Supplier
from any other source, to any other credit provider or any credit
reporting agency for the purposes of providing or obtaining a
credit reference, debt collection or notifying a default by the
Client.
24.2 Where the Client is an individual the authorities under clause 24.1
are authorities or consents for the purposes of the Privacy Act 1993.
24.3 The Client shall have the right to request the Supplier for a copy of
the information about the Client retained by the Supplier and the
right to request the Supplier to correct any incorrect information
about the Client held by the Supplier.
25. Unpaid Seller’s Rights
25.1 Where the Client has left any item with the Supplier for repair,
modification, exchange or for the Supplier to perform any other
service in relation to the item and the Supplier has not received or
been tendered the whole of any monies owing to it by the Client, the
Supplier shall have, until all monies owing to the Supplier are paid:
(a) a lien on the item; and
(b) the right to retain or sell the item, such sale to be undertaken in
accordance with any legislation applicable to the sale or
disposal of uncollected goods.
25.2 The lien of the Supplier shall continue despite the commencement
of proceedings, or judgment for any monies owing to the Supplier
having been obtained against the Client.
26. General
26.1 The failure by the Supplier to enforce any provision of these terms
and conditions shall not be treated as a waiver of that provision, nor
shall it affect the Supplier’s right to subsequently enforce that
provision. If any provision of these terms and conditions shall be
invalid, void, illegal or unenforceable the validity, existence, legality
and enforceability of the remaining provisions shall not be affected,
prejudiced or impaired.
26.2 These terms and conditions and any contract to which they apply
shall be governed by the laws of New Zealand and are subject to
the jurisdiction of the courts of Napier, New Zealand.
26.3 The Supplier shall be under no liability whatsoever to the Client for
any indirect and/or consequential loss and/or expense (including
loss of profit) suffered by the Client arising out of a breach by the
Supplier of these terms and conditions (alternatively the Supplier’s
liability shall be limited to damages which under no circumstances
shall exceed the Price of the Goods).
26.4 The Client shall not be entitled to set off against, or deduct from the
Price, any sums owed or claimed to be owed to the Client by the
Supplier nor to withhold payment of any invoice because part of that
invoice is in dispute.
26.5 The Supplier may license or sub-contract all or any part of its rights
and obligations without the Client’s consent.
26.6 The Client agrees that the Supplier may amend these terms and
conditions at any time. If the Supplier makes a change to these
terms and conditions, then that change will take effect from the date
on which the Supplier notifies the Client of such change. The Client
will be taken to have accepted such changes if the Client makes a
further request for the Supplier to provide Goods to the Client.
26.7 Neither party shall be liable for any default due to any act of God,
war, terrorism, strike, lock-out, industrial action, fire, flood, storm or
other event beyond the reasonable control of either party.
26.8 The Client warrants that it has the power to enter into this
agreement and has obtained all necessary authorisations to allow it
to do so, it is not insolvent and that this agreement creates binding and valid legal obligations on it.