TERMS & CONDITIONS OF SALE
1.1 “Agent” means Kim’s Ceramics Pty Ltd T/A Arch Stone, its successors and assigns or any person acting on behalf of and with the authority of Kim’s Ceramics Pty Ltd T/A Arch Stone.
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 Agent 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 Agent and the Client in accordance with clause 6 below.
1.5 “Terms” means these terms and conditions.
1.6 “Australian Consumer Law” means the Australian Consumer Law contained in Schedule 2 to the Competition and Consumer Act 2010 (C’th)
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 or handover of the Goods.
2.2 These terms and conditions may only be amended with the Agent’s consent in writing and shall prevail to the extent of any inconsistency with any other document or agreement between the Client and the Agent.
2.3 The Client accepts and acknowledges that where payment has been made by cheque, the Agent reserves the right to withhold the delivery of the Goods until such payment has cleared into the Agent’s bank account.
3. Electronic Transactions Act 2000
3.1 Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 9 of the Electronic Transactions Act 2000 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 Agent 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 Agent as a result of the Client’s failure to comply with this clause.
5.1 The Contract and these Terms constitute the entire agreement between the Agent and the Client. All prior negotiations, representations, understandings, arrangements and agreements (whether oral and/or in writing) are superseded by the Contract and these Terms.
5.2 The Contract and these Terms will in all circumstances prevail over the Client’s terms and conditions (if any), unless the Agent agrees in writing to be bound by the Client’s terms and conditions or any of them.
5.3 To the extent that there is any inconsistency between the Contract and these Terms, these Terms prevail unless and to the extent only that the Agent otherwise agrees in writing provided always if Goods are supplied by the Agent to a Commercial Credit Trade Account Customer, then the terms and conditions of sale incorporated into the Commercial Credit Trade Account shall prevail to the extent of any inconsistency or conflict with these Terms.
6.1 At the Agent’s sole discretion the Price shall be either:
(a) as indicated on any invoice provided by the Agent to the Client; or
(b) the Price as at the date of delivery of the Goods according to the Agent’s current price list; or
(c) the Agent’s quoted price (subject to clause 6.2) which will be valid for the period stated in the quotation or otherwise for a period of seven (7) days.
6.2 The Agent reserves the right to change the Price:
(a) if a variation to the Agent’s quotation is requested; or
(b) if a variation to the Goods which are to be supplied is requested; or
(c) in the event of increases to the Agent in the cost of labour or materials (including but not limited to overseas transactions that may increase as a consequence of variations in foreign currency rates of exchange and/or international freight and insurance charges) which are beyond the Agent’s control.
6.3 Unless otherwise stated:
(a) The price for the Good agreed in the Contract and any other amount payable under the contract or these Terms shall be inclusive of any tax payable pursuant to A New Tax System (Goods and Services Tax) Act 1999 (Cth) (‘GST’); and
(b) The Customer will be required to pay to the Agent an amount equal to the GST (which will be included in the invoice or account issued) in addition to the price or any relevant other amount.
7.1 Unless the Client is a Commercial Credit Trade Account Customer and the Agent agrees in writing for the Client to pay for Goods on the Customer’s Commercial Credit Trade Account, the Client:
(a) Is required to pay a 30% deposit on all orders, except custom and indent orders which will require a 50% deposit. The deposit may be non-refundable at the Agent’s sole discretion.
(b) Will pay for the Goods before the time specified by the Agent for delivery or collection of the Goods.
7.2 Payment may be made by cash, electronic/on-line banking, credit card (excluding American Express and Diners Club), or by any other method of payment agreed by the Agent. Credit card payments will only be accepted with PIN entry (no telephone credit card payments will be accepted).
7.3 Payment is only received by the Agent when it receives cash or when the proceeds of other methods of payment are credited and cleared to the Agent’s bank account.
7.4 Unless otherwise stated the Price is GST inclusive. In addition to the Price the Client must pay to the Agent an amount equal to any GST the Agent must pay for any supply by the Agent 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.
7.5 The Client may not assert or exercise any right of set-off against monies payable by it to the Agent.
8.1 The Agent and the Client agree that ownership of the Goods shall not pass until:
(a) the Client has paid the Agent all amounts owing to the Agent; and
(b) the Client has met all of its other obligations to the Agent.
8.2 Receipt by the Agent 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.
8.3 It is further agreed that:
(a) until ownership of the Goods passes to the Client in accordance with clause Error! Reference source not found. that the Client is only a bailee of the Goods and must return the Goods to the Agent on request.
(b) the Client holds the benefit of the Client’s insurance of the Goods on trust for the Agent and must pay to the Agent 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 Agent and must pay or deliver the proceeds to the Agent 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 Agent and must sell, dispose of or return the resulting product to the Agent as it so directs.
(e) the Client irrevocably authorises the Agent to enter any premises where the Agent believes the Goods are kept and recover possession of the Goods.
(f) the Agent 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 Agent.
(h) the Agent may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Client.
9. Delivery of Goods
9.1 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 Agent’s address; or
(b) the Agent (or the Agent’s nominated carrier) delivers the Goods to the Client’s nominated address even if the Client is not present at the address.
9.2 The Client will, unless the Agent and Client otherwise agree, bear the cost of delivery of the Goods.
9.3 The Client must take delivery by receipt or collection of the Goods within 2 weeks. In the event that the Client is unable to take delivery of the Goods as arranged then the Agent shall be entitled to charge a reasonable fee for redelivery and/or storage.
9.4 The Agent 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.
9.5 Any time or date given by the Agent to the Client is an estimate only. The Client must still accept delivery of the Goods even if late and the Agent will not be liable for any loss or damage incurred by the Client as a result of the delivery being late.
9.6 Upon delivery or collection and prior to laying, installation or use of any Goods, the Client must inspect the Goods as appropriate to the type, quantity, quality, aesthetics, appearance, shade, colours, layout patterns, suitability of purpose and any other characteristic of the Goods.
9.7 The Client will be deemed to have accepted delivery of the Goods in the following events:
(a) failure by the Client to return Goods in accordance with clause 13; or
(b) laying, installation or use of the Goods in any way by the Client
10.1 The Client shall ensure that the Agent has clear and free access to the work site at all times to enable them to deliver the Goods. The Agent shall not be liable for any loss or damage to the site (including, without limitation, damage to pathways, driveways and concreted or paved or grassed areas) unless due to the negligence of the Agent.
10.2 It is the responsibility of the Client to ensure that access is suitable to accept the weight of laden trucks. The Client agrees to indemnify the Agent against all costs incurred by the Agent in recovering such vehicles in the event they become bogged or otherwise immovable.
11.1 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.
11.2 If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Client, the Agent is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by the Agent is sufficient evidence of the Agent’s rights to receive the insurance proceeds without the need for any person dealing with the Agent to make further enquiries.
11.3 If the Client requests the Agent to leave Goods outside the Agent’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.
11.4 The Client acknowledges that Goods supplied may:
(a) exhibit variations in shade, colour, finish, texture, size, dimension, surface, finish, markings and may contain natural fissures, occlusions, lines, indentations and may fade or change colour over time; and
(b) mark or stain if exposed to certain substances; and
(c) be damaged or disfigured by impact or scratching.
11.5 The Client acknowledges that Goods which contain, display or are subject to any one or more of the characteristics referred to in clause 11.4 and 12 are not defective or of unacceptable quality by reason of any of those characteristics.
11.6 Any advice, recommendation, information, assistance or service provided by the Agent in relation to Goods or Services supplied is given in good faith and shall be accepted without liability on the part of the Agent and it shall be the responsibility of the Client to confirm the accuracy and reliability of the same in light of the use to which the Client makes or intends to make of the Goods or Services.
11.7 In the event the Client supplies information relating to measurements and quantities of Goods required in completing the Services, it shall be the Client’s responsibility to verify the accuracy of the measurements and quantities, before the Client or the Agent places an order based on these measurements and quantities. The Agent accepts no responsibility for any loss, damages, or costs however resulting from the Client’s failure to comply with this clause.
12. Optical Hazing
12.1 The Client acknowledges and accepts that the Goods (in particular tiles) supplied by the Agent maybe subject to optical hazing, shadowing and sealer marking, which is a common manufacturing occurrence for these types of Goods and is strictly aesthetic. It is recommended that the Client inspect the Goods (individually) prior to fixing, as the Agent shall not be liable for any loss or damage in this event.
13. Defects, Warranties and Returns, Competition and Consumer Act 2010 (CCA)
13.1 The Client must inspect the Goods on delivery and must within thirty-six (36) hours of delivery notify the Agent in writing of any evident defect/damage, shortage in quantity, or failure to comply with the description or quote. The Client must notify any other alleged defect in the Goods as soon as reasonably possible after any such defect becomes evident. Upon such notification the Client must allow the Agent to inspect the Goods.
13.2 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).
13.3 The Agent acknowledges that nothing in these terms and conditions purports to modify or exclude the Non-Excluded Guarantees.
13.4 Except as expressly set out in these terms and conditions or in respect of the Non-Excluded Guarantees, the Agent makes no warranties or other representations under these terms and conditions including but not limited to the quality or suitability of the Goods. The Agent’s liability in respect of these warranties is limited to the fullest extent permitted by law.
13.5 If the Client is a consumer within the meaning of the CCA, the Agent’s liability is limited to the extent permitted by section 64A of Schedule 2.
13.6 If the Agent is required to replace the Goods under this clause or the CCA, but is unable to do so, the Agent may refund any money the Client has paid for the Goods.
13.7 If the Client is not a consumer within the meaning of the CCA, the Agent’s liability for any defect or damage in the Goods is:
(a) limited to the value of any express warranty or warranty card provided to the Client by the Agent at the Agent’s sole discretion;
(b) limited to any warranty to which the Agent is entitled, if the Agent did not manufacture the Goods;
(c) otherwise negated absolutely.
13.8 Subject to this clause 13, returns will only be accepted provided that:
(a) the Client has complied with the provisions of clause 13.1; and
(b) the Agent has agreed that the Goods are defective; and
(c) the Goods are returned within 14 days from date of order at the Client’s cost (if that cost is not significant); and
(d) the Goods are returned in as close a condition to that in which they were delivered as is possible with all original packaging and instruction materials; and
(e) the Goods are from current stock and shade held in the store; and
(f) the client can provide proof of purchase of Goods from the Agent.
13.9 All goods returned by the Client are subject to assessment by the Agent. The Agent may, if permitted by the Australian Consumer Law or by any other law, refuse to accept the return of the Goods at its sole discretion.
13.10 Subject to the Client’s rights under the Australian Consumer Law, the following Goods cannot be returned by the Client to the Agent under any circumstances:
(a) those that were specially made, sourced, ordered or purchased for the Client;
(b) those that were used, installed, laid, damaged or altered in any way by the Client;
(c) those that were sold to the Client at discounted prices, or as second grade or quality; or
(d) those that are no longer in stock in store by the Agent or have been discontinued.
13.11 Goods returned in accordance with this clause will be subject to a restocking fee. The restocking fee will be 30% of the price (plus GST) agreed in the contract for the relevant Goods.
13.12 Notwithstanding clauses 13.1 to 13.11 but subject to the CCA, the Agent shall not be liable for any defect or damage which may be caused or partly caused by or arise as a result of:
(a) the Client failing to properly maintain or store any Goods;
(b) the Client using the Goods for any purpose other than that for which they were designed;
(c) the Client continuing the use of any Goods after any defect became apparent or should have become apparent to a reasonably prudent operator or user;
(d) the Client failing to follow any instructions or guidelines provided by the Agent;
(e) fair wear and tear, any accident, or act of God.
13.13 Notwithstanding anything contained in this clause if the Agent is required by a law to accept a return then the Agent will only accept a return on the conditions imposed by that law.
14. Personal Property Securities Act 2009 (“PPSA”)
14.1 In this clause financing statement, financing change statement, security agreement, and security interest has the meaning given to it by the PPSA.
14.2 Upon assenting to these terms and conditions in writing the Client 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 and/or collateral (account) – being a monetary obligation of the Client to the Agent for Services – that have previously been supplied and that will be supplied in the future by the Agent to the Client.
14.3 The Client undertakes to:
(a) 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 Agent 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 14.3(a)(i) or 14.3(a)(ii);
(b) indemnify, and upon demand reimburse, the Agent for all expenses incurred 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;
(c) not register a financing change statement in respect of a security interest without the prior written consent of the Agent;
(d) 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 Agent;
(e) immediately advise the Agent 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.
14.4 The Agent and the Client agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these terms and conditions.
14.5 The Client waives their rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.
14.6 The Client waives their rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.
14.7 Unless otherwise agreed to in writing by the Agent, the Client waives their right to receive a verification statement in accordance with section 157 of the PPSA.
14.8 The Client must unconditionally ratify any actions taken by the Agent under clauses 14.3 to 14.5.
14.9 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.
15. Security and Charge
15.1 In consideration of the Agent 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 Agent from and against all the Agent’s costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising the Agent’s rights under this clause.
15.3 The Client irrevocably appoints the Agent and each director of the Agent 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. Intellectual Property
16.1 Where the Agent 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 Agent.
16.2 The Client warrants that all designs, specifications or instructions given to the Agent will not cause the Agent to infringe any patent, registered design or trademark in the execution of the Client’s order and the Client agrees to indemnify the Agent against any action taken by a third party against the Agent in respect of any such infringement.
16.3 The Client agrees that the Agent may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs, drawings or Goods which the Agent has created for the Client.
17. Default and Consequences of Default
17.1 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 Agent’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
17.2 If the Client owes the Agent any money the Client shall indemnify the Agent from and against all costs and disbursements incurred by the Agent in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, the Agent’s contract default fee, and bank dishonour fees).
17.3 Further to any other rights or remedies the Agent may have under this contract, if a Client has made payment to the Agent by credit card, 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 Agent under this clause 17 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.
17.4 Without prejudice to any other remedies the Agent 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 Agent may suspend or terminate the supply of Goods to the Client. The Agent will not be liable to the Client for any loss or damage the Client suffers because the Agent has exercised its rights under this clause.
17.5 Without prejudice to the Agent’s other remedies at law the Agent shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to the Agent shall, whether or not due for payment, become immediately payable if:
(a) any money payable to the Agent becomes overdue, or in the Agent’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.
18.1 The Agent 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 Agent shall repay to the Client any money paid by the Client for the Goods. The Agent shall not be liable for any loss or damage whatsoever arising from such cancellation.
18.2 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 Agent as a direct result of the cancellation (including, but not limited to, any loss of profits).
18.3 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.
19. Privacy Act 1988
19.1 The Client agrees for the Agent to obtain from a credit reporting body (CRB) a credit report containing personal credit information (e.g. name, address, D.O.B, occupation, previous credit applications, credit history) about the Client in relation to credit provided by the Agent.
19.2 The Client agrees that the Agent may exchange information about the Client with those credit providers and with related body corporates for the following purposes:
(a) to assess an application by the Client; and/or
(b) to notify other credit providers of a default by the Client; and/or
(c) to exchange information with other credit providers as to the status of this credit account, where the Client is in default with other credit providers; and/or
(d) to assess the creditworthiness of the Client including the Client’s repayment history in the preceding two years.
19.3 The Client consents to the Agent being given a consumer credit report to collect overdue payment on commercial credit.
19.4 The Client agrees that personal credit information provided may be used and retained by the Agent for the following purposes (and for other agreed purposes or required by):
(a) the provision of Goods; and/or
(b) analysing, verifying and/or checking the Client’s credit, payment and/or status in relation to the provision of Goods; and/or
(c) processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Client; and/or
(d) enabling the collection of amounts outstanding in relation to the Goods.
19.5 The Agent may give information about the Client to a CRB for the following purposes:
(a) to obtain a consumer credit report;
(b) allow the CRB to create or maintain a credit information file about the Client including credit history.
19.6 The information given to the CRB may include:
(a) personal information as outlined in 19.1 above;
(b) name of the credit provider and that the Agent is a current credit provider to the Client;
(c) whether the credit provider is a licensee;
(d) type of consumer credit;
(e) details concerning the Client’s application for credit or commercial credit (e.g. date of commencement/termination of the credit account and the amount requested);
(f) advice of consumer credit defaults, overdue accounts, loan repayments or outstanding monies which are overdue by more than sixty (60) days and for which written notice for request of payment has been made and debt recovery action commenced or alternatively that the Client no longer has any overdue accounts and the Agent has been paid or otherwise discharged and all details surrounding that discharge(e.g. dates of payments);
(g) information that, in the opinion of the Agent, the Client has committed a serious credit infringement;
(h) advice that the amount of the Client’s overdue payment is equal to or more than one hundred and fifty dollars ($150).
19.7 The Client shall have the right to request (by e-mail) from the Agent:
(a) a copy of the information about the Client retained by the Agent and the right to request that the Agent correct any incorrect information; and
(b) that the Agent does not disclose any personal information about the Client for the purpose of direct marketing.
19.8 The Agent will destroy personal information upon the Client’s request (by e-mail) or if it is no longer required unless it is required in order to fulfil the obligations of this agreement or is required to be maintained and/or stored in accordance with the law.
19.9 The Client can make a privacy complaint by contacting the Agent via e-mail. The Agent will respond to that complaint within seven (7) days of receipt and will take all reasonable steps to make a decision as to the complaint within thirty (30) days of receipt of the complaint. In the event that the Client is not satisfied with the resolution provided, the Client can make a complaint to the Information Commissioner at www.oaic.gov.au.
20. Building and Construction Industry Security of Payments Act 1999
20.1 At the Seller’s sole discretion, if there are any disputes or claims for unpaid Goods and/or Services 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 effect 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.
21.1 The failure by the Agent to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect the Agent’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.
21.2 These terms and conditions and any contract to which they apply shall be governed by the laws of New South Wales, the state in which the Agent has its principal place of business, and are subject to the jurisdiction of the courts in that state.
21.3 Subject to clause 0 the Agent 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 Agent of these terms and conditions (alternatively the Agent’s liability shall be limited to damages which under no circumstances shall exceed the Price of the Goods).
21.4 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 Agent nor to withhold payment of any invoice because part of that invoice is in dispute.
21.5 The Agent may license or sub-contract all or any part of its rights and obligations without the Client’s consent.
21.6 The Client agrees that the Agent may amend these terms and conditions at any time. If the Agent makes a change to these terms and conditions, then that change will take effect from the date on which the Agent 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 Agent to provide Goods to the Client.
21.7 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.
21.8 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.