Terms and conditions
- DEFINITIONS
“Business” means Mark Ebsworth t/as Ebsworth Upholstery (ABN 13 071 529 098) and its successors and assigns or any person acting on behalf of and with the authority of the Business.
“CCA” means Competition and Consumer Act 2010 (Cth)
“Customer” means the person/s ordering the Works as specified in any invoice, document or order, and if there is more than one, Customer is a reference to each Customer jointly and severally.
“Goods” means all goods, items, equipment, and plant mentioned in the order placed by the Customer and issued to the Business or on an invoice issued by the Business.
“Price” means the Price payable for the Works as agreed between the Business and the Customer in accordance with clause 4 below.
“Site” means the address where the Works are to be carried out, as agreed between the Business and the Customer in writing.
“Works” means all work performed by the Business at the Customer’s request.
- ACCEPTANCE
2.1 The Customer is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Customer places an order for or accepts a quote for any Works to be performed or the delivery of any Goods.
2.2 These terms and conditions may only be amended with the Business’ consent in writing and shall prevail to the extent of any inconsistency with any other document or agreement between the Customer and the Business.
- CHANGE IN CONTROL
3.1 The Customer shall give the Business not less than 14 days prior written notice of any proposed change of ownership of the Customer (including any sale or transfer of 25% or more of the Customer’s share capital) and/or any other change in the Customer’s details (including but not limited to, changes in the Customer’s name, address, contact phone or fax number/s, or the Business practice). The Customer shall be liable for any loss incurred by the Business as a result of the Customer’s failure to comply with this clause.
- PRICE AND PAYMENT
4.1 At the Business’ sole discretion the Price shall be either:
- as indicated on invoices provided by the Business to the Customer in respect of Works performed or Goods supplied; or
- the Business’ quoted Price (subject to clause 4.2) which shall be binding upon the Business provided that the Customer accepts the Business’ quotation in writing within 30 days.
4.2 The Business reserves the right to change the Price:
- if a variation to the Goods which are to be supplied is requested; or
- if a variation to the Works originally scheduled (including any applicable plans or specifications) is requested; or
- where additional Works are required due to the discovery of hidden or unidentifiable difficulties (including, but not limited to, limitations to accessing the Site, prerequisite work by any third party not being completed or hidden services, etc) which are only discovered on or after commencement of the Works; or
- in the event of increases to the Business in the cost of labour or materials which are beyond the Business’ control.
4.3 At the Business’ sole discretion:
(a) a deposit of not more than 50% may be required;
(b) any deposit required must be paid in full on acceptance of any quote; and
(c) the Business will not commence any Works or supply any Goods unless any required deposit is paid in full.
4.4 The Price will be payable by the Customer on the date/s determined by the Business, which may be:
- on completion of the Works; or
- by way of progress payments in accordance with the Business’ specified progress payment schedule. Such progress payment claims may include the reasonable value of authorised variations and the value of any Works performed or Goods delivered to the Site but not yet installed; or
- 30 days following the end of the month in which a statement is posted to the Customer’s address or address for notices; or
- the date specified on any invoice or other form as being the date for payment; or
- failing any notice to the contrary, the date which is 7 days following the date of any invoice given to the Customer by the Business.
4.5 Payment may be made by cash, cheque, bank cheque, electronic/on-line banking, credit card (plus a surcharge of up to 3 percent of the Price), or by any other method as agreed to between the Customer and the Business.
4.6 Unless otherwise stated the Price does not include GST. In addition to the Price the Customer must pay to the Business an amount equal to any GST the Business must pay for any supply by the Business under this or any other agreement for the sale of the Goods. The Customer must pay GST, without deduction or set-off of any other amounts, at the same time and on the same basis as the Customer pays the Price. In addition, the Customer 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.
- DELIVERY
5.1 Subject to clause 5.2 it is the Business’ responsibility to ensure that the Works start as soon as it is reasonably possible.
5.2 The Works commencement date will be put back and/or the completion date extended by whatever time is reasonable in the event that the Business claims an extension of time (by giving the Customer notice) where completion is delayed by an event beyond the Business’ control, including but not limited to any failure by the Customer to:
- make a selection; or
- have the Site ready for the Works; or
- notify the Business that the Site is ready.
5.3 At the Business’ sole discretion the cost of delivery is included in the Price.
5.4 The Business may deliver the Works and/or Goods by separate instalments. Each separate instalment shall be invoiced and paid in accordance with the provisions in these terms and conditions.
5.5 Any time or date given by the Business to the Customer is an estimate only. The Business shall not be liable for any loss or damage whatsoever due to failure by the Business to deliver the Goods or Works (or any part of them) promptly or at all, where due to circumstances beyond the reasonable control of the Business.
- RISK
6.1 If the Business retains ownership of the Goods under clause 9 then:
(a) where the Business is supplying Goods only, all risk for the Goods shall immediately pass to the Customer on delivery and the Customer must insure the Goods on or before delivery. Delivery of the Goods shall be deemed to have taken place immediately at the time that either;
(i) the Customer or the Customer’s nominated carrier takes possession of the Goods at the Business’ address; or
(ii) the Goods are delivered by the Business or the Business’ nominated carrier to the Customer’s nominated delivery address (even if the Customer is not present at the address).
(b) where the Business is to both supply and install Goods then the Business shall maintain a contract works insurance policy until the Works are completed. Upon completion of the Works all risk for the Works shall immediately pass to the Customer.
6.2 Notwithstanding the provisions of clause 6.1 if the Customer specifically requests the Business to leave Goods outside the Business’ premises for collection or to deliver the Goods to an unattended location then such Goods shall always be left at sole risk of the Customer and it shall be the Customer’s responsibility to ensure the Goods are insured adequately or at all. If such Goods are lost, damaged or destroyed then replacement of the Goods shall be at the Customer’s expense.
6.3 The Works will be inspected by the Customer prior to completion of the Works, and if the Customer fails to do so, then they are taken to have done so and to have approved the Works.
6.4 The Customer warrants that any structures to which the Goods are to be affixed can withstand the installation of the Goods. If the Business forms the opinion that the Customer’s premises is not safe for the installation of the Goods to proceed then the Business shall be entitled to delay installation of the Goods (in accordance with the provisions of clause 5.2 above) until the Business is satisfied that it is safe for the installation to proceed.
6.5 Where the Customer has supplied Goods for the Business to complete the Works, the Customer acknowledges that:
(a) they accept responsibility for those Goods; and
(b) the materials are fit and proper for use to complete the Works.
6.6 The Customer agrees to indemnify the Business against any loss or damage to the Goods, or caused by the Goods, or any part thereof howsoever arising.
- ACCESS
7.1 The Customer must ensure that the Business always has clear and free access to the Site to enable them to undertake the Works. The Business shall not be liable for any loss or damage to the Site unless due to the negligence of the Business.
- SITE WORKS
8.1 Prior to the Business commencing any work the Customer must advise the Business of the precise location of all services on the Site and clearly mark the same.
8.2 Whilst the Business will take all care to avoid damage to any services, the Customer agrees to indemnify the Business in respect of all and any liability claims, loss, damage, costs and fines as a result of damage to services not precisely located and notified as per clause 8.1.
- TITLE
9.1 The Business and the Customer agree that ownership of the Goods shall not pass to the Customer until:
- the Customer has paid the Business all amounts owing to the Business; and
- the Customer has met all its other obligations to the Business.
9.2 Receipt by the Business 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.
9.3 It is further agreed that until ownership of the Goods passes to the Customer in accordance with clause 9.1:
- the Customer is only a bailee of the Goods and must return the Goods to the Business on request within 7 days;
- the Customer holds the benefit of the Customer’s insurance of the Goods on trust for the Business and must pay to the Business the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed;
- the production of these terms and conditions by the Business shall be sufficient evidence of the Business’ rights to receive the insurance proceeds direct from the insurer without the need for any person dealing with the Business to make further enquiries;
- the Customer 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 Customer sells, disposes or parts with possession of the Goods then the Customer must hold the proceeds of any such act on trust for the Business and must pay or deliver the proceeds to the Business on demand;
- the Customer should not convert or process the Goods or intermix them with other goods but if the Customer does so then the Customer holds the resulting product on trust for the benefit of the Business and must sell, dispose of or return the resulting product to the Business as it so directs;
- the Customer irrevocably authorises the Business to enter any premises where the Business believes the Goods are kept and recover possession of the Goods at the cost and expense of the Customer;
- the Business may recover possession of any Goods in transit whether or not delivery has occurred;
- the Customer 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 Business; and
- the Business may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Customer.
- PERSONAL PROPERTIES SECURITIES ACT 2009 (“PPSA”)
10.1 In this clause financing statement, financing change statement, security agreement, and security interest has the meaning given to it by the PPSA.
10.2Upon assenting to these terms and conditions in writing the Customer acknowledges and agrees that these terms and conditions constitute a security agreement for the purposes of the PPSA and creates a security interest in all Goods that have previously been supplied and that will be supplied in the future by the Business to the Customer.
10.3 The Customer undertakes to:
- promptly sign any further documents and/or provide any further information (such information to be complete, accurate and up-to date in all respects) which the Business may reasonably require to:
(i) register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities Register;
(ii) register any other document required to be registered by the PPSA; or
(iii) correct a defect in a statement referred to in clause 10.3(a)(i) or 10.3(a)(ii);
- indemnify, and upon demand reimburse, the Business for all expenses incurred by the Business exercising its rights under this clause 10, including but limited to, in registering a financing statement or financing change statement on the Personal Property Securities Register established by the PPSA or releasing any Goods charged thereby;
- not register a financing change statement in respect of a security interest without the prior written consent of the Business;
- not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods in favour of a third party without the prior written consent of the Business; and
- immediately advise the Business of any material change in its practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales.
10.4 The Business and the Customer agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these terms and conditions.
10.5 The Customer hereby waives its rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.
10.6 The Customer waives its rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.
10.7 Unless otherwise agreed to in writing by the Business, the Customer waives its right to receive a verification statement in accordance with section 157 of the PPSA.
10.8 The Customer shall unconditionally ratify any actions taken by the Business under clauses 10.3 to 10.5.
10.9 Subject to any express provisions to the contrary nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the PPSA.
10.10 The Business reserves its right to exercise any rights the Business has under this clause 10. Nothing in this clause places any obligation on the Business whatsoever. Nothing in this clause entitles the Customer to any setoff, however occurring, including but not limited to, the Business’ failure or delay to exercise any of its rights or register or perfect any interest in any security however occurring. The Business has the exclusive right and sole discretion to pursue the Customer, in any manner open to the Business at law, for the full amount of any monies owing despite any security it may hold and, in any order, or manner the Business deems fit.
- SECURITY AND CHARGE
11.1 In consideration of the Business agreeing to supply the Goods, the Customer 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 Customer either now or in the future, to secure the performance by the Customer of its obligations under these terms and conditions (including, but not limited to, the payment of any money).
11.2 The Business reserves its right to exercise any rights it has under this clause 11. Nothing in this clause places any obligation on the Business whatsoever. Nothing in this clause entitles the Customer to any setoff, however occurring, including but not limited to, the Business’ failure or delay to exercise any of its rights or register or perfect any interest in any security however occurring. The Business has the exclusive right and sole discretion to pursue the Customer, in any manner open to the Business at law, for the full amount of any monies owing despite any security it may hold and, in any order, or manner the Business deems fit.
11.3 The Customer indemnifies the Business from and against all the Business’ costs and disbursements including legal costs on an indemnity basis incurred in exercising the Business’ rights under this clause.
11.4 The Customer irrevocably appoints the Business and any director of the Business as the Customer’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 11 including, but not limited to, signing any document on the Customer’s behalf.
- DEFECTS, WARRANTIES AND RETURNS, CCA
12.1 The Customer must inspect all Goods on delivery (or the Works on completion) and must within 7 days of delivery notify the Business in writing of any evident defect/damage, shortage in quantity, or failure to comply with the order description or quote. The Customer must notify any other alleged defect in the Goods/Works as soon as reasonably possible after any such defect becomes evident. Upon such notification the Customer must allow the Business to inspect the Goods or to review the Works within 7 days of said notification.
12.2 Under applicable State, Territory and Commonwealth Law (including, without limitation the CCA), certain statutory implied guarantees and warranties (including, without limitation the statutory guarantees under the CCA) may be implied into these terms and conditions (Non-Excluded Guarantees).
12.3 The Business acknowledges that nothing in these terms and conditions purports to modify or exclude the Non-Excluded Guarantees.
12.4 Except as expressly set out in these terms and conditions or in respect of the Non-Excluded Guarantees, the Business makes no warranties or other representations under these terms and conditions including but not limited to the quality or suitability of the Goods/Works. The Business’ liability in respect of these warranties is limited to the fullest extent permitted by law.
12.5 If the Customer is a consumer within the meaning of the CCA, the Business’ liability is limited to the extent permitted by section 64A of Schedule 2.
12.6 If the Business is required to replace any Goods under this clause or the CCA, but is unable to do so, the Business may refund any money the Customer has paid for the Goods.
12.7 If the Business is required to rectify, re-supply, or pay the cost of re- supplying the Works under this clause or the CCA, but is unable to do so, then the Business may refund any money the Customer has paid for the Works but only to the extent that such refund shall take into account the value of Works and Goods which have been provided to the Customer which were not defective.
12.8 If the Customer is not a consumer within the meaning of the CCA, the Business’ liability for any defect or damage in the Goods is:
- limited to the value of any express warranty or warranty card provided to the Customer by the Business at the Business’ sole discretion;
- limited to any warranty to which the Business is entitled, if the Business did not manufacture the Goods;
- otherwise negated absolutely.
12.9 Subject to this clause 12, returns will only be accepted provided that:
- the Customer has complied with the provisions of clause 12.1; and
- the Business has agreed that the Goods are defective; and
- the Goods are returned within a reasonable time at the Customer’s cost (if that cost is not significant); and
- the Goods are returned in as close a condition to that in which they were delivered as is possible.
12.10 Notwithstanding clauses 12.1 to 12.9 but subject to the CCA, the Business shall not be liable for any defect or damage which may be caused or partly caused by or arise as a result of:
- the Customer failing to properly maintain or store any Goods;
- the Customer using the Goods for any purpose other than that for which they were designed;
- the Customer continuing to use any Goods after any defect became apparent or should have become apparent to a reasonably prudent operator or user;
- interference with the Works by the Customer or any third party without the Business prior approval;
- the Customer failing to follow any instructions or guidelines provided by the Business;
- fair wear and tear, any accident, or act of God.
12.11 The Business may in its absolute discretion accept non-defective Goods/Works for return in which case the Business may require the Customer to pay handling fees of up to 20 percent of the value of the returned Goods plus any freight costs.
12.12 Notwithstanding anything contained in this clause if the Business is required by a law to accept a return then the Business will only accept a return on the conditions imposed by that law.
- INTELLECTUAL PROPERTY
13.1 Where the Business has designed, drawn, written plans or a schedule of Works, or created any products/Goods for the Customer, then the copyright in all such designs, drawings, documents, plans, schedules and products shall remain vested in the Business, and shall only be used by the Customer at the Business’ discretion.
13.2 The Customer warrants that all designs, specifications or instructions given to the Business will not cause the Business to infringe any patent, registered design or trademark in the execution of the Customer’s order and the Customer agrees to indemnify the Business against any action taken by a third party against the Business in respect of any such infringement.
13.3 The Customer agrees that the Business may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs, drawings, plans or products/Goods which the Business has created for the Customer.
- DEFAULT AND CONSEQUENCES OF DEFAULT
14.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of 2.5 percent per calendar month (and at the Business’ sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment/order of a court or tribunal.
14.2 If the Customer owes the Business any money the Customer shall indemnify the Business from and against all costs and disbursements incurred by the Business in recovering the debt (including but not limited to internal administration fees, legal costs on an indemnity basis, the Business contract default fees and bank dishonour fees).
14.3 Without prejudice to any other remedies the Business may have, if at any time the Customer is in breach of any obligation (including those relating to payment) under these terms and conditions the Business may suspend or terminate the supply of Works and/or Goods to the Customer. The Business will not be liable to the Customer for any loss or damage the Customer suffers because the Business has exercised its rights under this clause.
14.4 Without prejudice to the Business to any other remedies at law the Business shall be entitled to cancel all or any part of any order of the Customer which remains unfulfilled and all amounts owing to the Business shall, whether or not due for payment, become immediately payable if:
- any money payable to the Business becomes overdue, or in the Business opinion the Customer will be unable to make a payment when it falls due;
- the Customer becomes insolvent or bankrupt, 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
- a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.
- CANCELLATION
15.1 The Business may cancel any contract to which these terms and conditions apply or cancel delivery of Goods/Works at any time before the Works are commenced by giving written notice to the Customer. On giving such notice the Business shall repay to the Customer any sums paid in respect of the Price, less any amounts owing by the Customer to the Business for Works already performed. The Business shall not be liable for any loss or damage whatsoever arising from such cancellation.
15.2 In the event that the Customer cancels the delivery of Works the Customer shall be liable for any and all loss incurred (whether direct or indirect) by the Business as a direct result of the cancellation (including, but not limited to, any loss of profits).
15.3 Cancellation of orders for Goods/products made to the Customer’s specifications will not be accepted once production has commenced, or an order has been placed.
- PRIVACY ACT 1988
16.1 The Customer agrees for the Business to obtain from a credit reporting agency a credit report containing personal credit information about the Customer in relation to credit provided by the Business.
16.2 The Customer agrees that the Business may exchange information about the Customer with those credit providers either named as trade referees by the Customer or named in a consumer credit report issued by a credit reporting agency for the following purposes:
- to assess an application by the Customer; and/or
- to notify other credit providers of a default by the Customer; and/or
- to exchange information with other credit providers as to the status of this credit account, where the Customer is in default with other credit providers; and/or
- to assess the creditworthiness of the Customer. The Customer understands that the information exchanged can include anything about the Customer’s creditworthiness, credit standing, credit history or credit capacity that credit providers can exchange under the Privacy Act 1988.
16.3 The Customer consents to the Business being given a consumer credit report to collect overdue payment on commercial credit (Section 18K(1)(h) Privacy Act 1988).
16.4 The Customer agrees that personal credit information provided may be used and retained by the Business for the following purposes (and for other purposes as shall be agreed between the Customer and The Business or required by law from time to time):
- the provision of Works; and/or
- the marketing of Works by the Business, its agents or distributors; and/or
- analysing, verifying and/or checking the Customer’s credit, payment and/or status in relation to the provision of Works; and/or
- processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Customer; and/or
- enabling the daily operation of Customer’s account and/or the collection of amounts outstanding in the Customer’s account in relation to the Works.
16.5 The Business may give information about the Customer to a credit reporting agency for the following purposes:
- to obtain a consumer credit report about the Customer;
- allow the credit reporting agency to create or maintain a credit information file containing information about the Customer.
16.6 The information given to the credit reporting agency may include:
- personal particulars (the Customer’s name, sex, address, previous addresses, date of birth, name of employer and driver’s licence number);
- details concerning the Customer’s application for credit or commercial credit and the amount requested;
- advice that the Business is a current credit provider to the Customer;
- advice of any overdue accounts, loan repayments, and/or any outstanding monies owing which are overdue by more than sixty (60) days, and for which debt collection action has been started;
- that the Customer’s overdue accounts, loan repayments and/or any outstanding monies are no longer overdue in respect of any default that has been listed;
- information that, in the opinion of the Business, the Customer has committed a serious credit infringement (that is, fraudulently or shown an intention not to comply with the Customer’s credit obligations);
- advice that cheques drawn by the Customer for one hundred dollars ($100) or more, have been dishonoured more than once;
- that credit provided to the Customer by the Business has been paid or otherwise discharged.
- UNPAID SELLER’S RIGHTS
17.1 Where the Customer has left any item with the Business for repair, modification, exchange or for the Business to perform any other service in relation to the item and the Business has not received or been tendered the whole of any monies owing to it by the Customer, the Business shall have, until all monies owing to the Business are paid:
- a lien on the item; and
- 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.
17.2 The lien of the Business shall continue despite the commencement of proceedings, or judgment for any monies owing to the Business having been obtained against the Customer.
- DISPUTE RESOLUTION
18.1 If a dispute arises between the parties to this contract then either party shall send to the other party a notice of dispute in writing adequately identifying and providing details of the dispute. Within 14 days after service of a notice of dispute, the parties shall confer at least once, to attempt to resolve the dispute. At any such conference each party shall be represented by a person having authority to agree to a resolution of the dispute.
18.2 The Business need not comply with clause 18.1 and can enforce any legal right it has against the Customer at any time.
- COMPLIANCE WITH LAWS
19.1 The Customer and the Business shall comply with the provisions of all statutes, regulations and by-laws of government, local and other public authorities that may be applicable to the Goods and Works.
19.2 The Customer shall obtain (at the expense of the Customer) all licenses and approvals that may be required for the Goods and Works.
19.3 The Customer agrees that the Site will comply with any occupational health and safety laws relating to building/construction sites and any other relevant safety standards or legislation.
- Building and Construction Industry Security of Payments Act 1999 (NSW) (where applicable)
20.1 At the Business’ sole discretion, if there are any disputes or claims for unpaid Goods and/or Works then the provisions of the Building and Construction Industry Security of Payments Act 1999 may apply.
20.2 Nothing in this agreement is intended to have the affect of contracting out of any applicable provisions of the Building and Construction Industry Security of Payments Act 1999 of New South Wales, except to the extent permitted by the Act where applicable.
- Building and Construction Industry (Security of Payment) Act 2009 (ACT) (where applicable)
21.1 At the Business’ sole discretion, if there are any disputes or claims for unpaid Goods and/or Works then the provisions of the Building and Construction Industry (Security of Payment) Act 2009 may apply.
21.2 Nothing in this agreement is intended to have the affect of contracting out of any applicable provisions of the Building and Construction Industry (Security of Payment) Act 2009 of the Australian Capital Territory, except to the extent permitted by the Act where applicable.
- GENERAL
22.1 The failure by the Business to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect the Business’ 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.
22.2 These terms and conditions and any contract to which they apply shall be governed by the laws of the Australian Capital Territory and are subject to the jurisdiction of the courts in the Australian Capital Territory.
22.3 Subject to clause 12, the Business shall be under no liability whatsoever to the Customer for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Customer arising out of a breach by the Business of these terms and conditions (alternatively the Business’ liability shall be limited to damages which under no circumstances shall exceed the Price of the Works).
22.4 The Customer shall not be entitled to set-off against, or deduct from the Price, any sums owed or claimed to be owed to the Customer by the Business nor to withhold payment of any invoice because part of that invoice is in dispute.
22.5 The Business may license or sub-contract all or any part of its rights and obligations without the Customer’s consent.
22.6 The Customer agrees that the Business may amend these terms and conditions at any time. If the Business makes a change to these terms and conditions, then that change will take effect from the date on which the Business notifies the Customer of such change. The Customer will be taken to have accepted such changes if the Customer makes a further request for the Business to provide any Goods and/or Works to the Customer.
22.7 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.
22.8 The Customer 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.