Terms of Service/Trade
KIWI CNC LIMITED
TERMS AND CONDITIONS OF TRADE
Unless agreed to in writing by the Company the following Terms apply to the provision of all Goods and Services by the Company to any Customer.
Definitions
“Confidential Information” means any confidential information of a party includes all information supplied by that party excluding information:
generally available in the public domain (without unauthorised disclosure under these Terms);
received from a third party entitled to disclose it; and
that is independently developed.
“Company” means Kiwi CNC Limited, its successors and assigns or any person acting on behalf of and with the authority of Kiwi CNC Limited.
“Customer” means any company, person or other body which orders or requests, either itself or through an agent, the supply of Goods and/or Services from the Company 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 supplied by the Company to the Customer at the Customer’s request from time to time (where the context so permits the terms ‘Goods’ and ‘Services’ shall be interchangeable with each other).
“GST” means means goods and services tax, pursuant to the Goods and Services Tax Act 1985.
“Price” means the price payable (plus GST unless stated in writing to the contrary by the Company) for the Goods and/or Services as agreed between the Company and the Customer in accordance with clause 3 below.
“Terms” shall mean the terms of trade contained within this documents and any variation by the Company to this document.
“Services” means any Services provided for by the Company to the Customer.
Acceptance
The Customer is taken to have exclusively accepted and is immediately bound, jointly and severally, by these Terms if the Customer places an order for either Goods or Services, irrespective of whether the Goods are delivered or the Services are completed. The Customer is not required to sign a copy of these Terms to confirm acceptance.
These Terms may only be amended in relation to one specific transaction with the consent of the Company in writing.
These Terms shall prevail to the extent of any inconsistency with any other document or agreement between the Customer and the Company
Price and Payment
The Price (which prior to an order being accepted by the Company may be changed without notice at the Company’s sole discretion) shall be the Company’s quoted price (subject to clause 4.1) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days.
At the Company’s sole discretion a non-refundable deposit may be required.
Time for payment for the Goods and Services being of the essence, the Price will be payable by the Customer on the date/s determined by the Company, which may be:
in accordance with the times specified in the Company’s estimate or quote;
the date specified on any invoice or other form as being the date for payment; or
The time specified for payment on credit as below.
Where Goods and/or Services are supplied to the customer by the Company on credit the following terms and conditions apply:
The Company is not obliged to offer credit to any Customer, and credit terms will be issued at the sole discretion of the Company. An application is required to be submitted to the Company by the Customer before a Customer will be considered for credit terms.
Payment in full is due by the 20th of the month following the date of an issue of an invoice, or if stated by the Company, prior to delivery of any Goods.
Interest will accrue at the rate of 10% per month on all accounts unpaid by the due date.
All goods supplied on credit will remain the property of the Company until payment in full has been made and received subject to the provisions of clauses 8 and 9.
All the costs of collection (including any legal costs) of unpaid accounts are the responsibility of the Customer.
If an application for credit for a Customer has not been approved by the Company, the Customer must pay the Price for the Goods and/or Services as per these Terms and/or any conditions set by the Company and the Customer is not entitled to the payment terms under clause 3.4 of these Terms.
Payment may be made by cash, electronic/on-line banking, credit card (a surcharge per transaction may apply), or by any other method as agreed by the Company.
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 Company nor to withhold payment of any invoice because part of that invoice is in dispute.
Unless otherwise stated the Price does not include GST. In addition to the Price, 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.
If the Goods to be delivered and/or installed are part of a blanket order, the agreed prices set forth in the order shall only apply if the quantities delivered and/or installed are in accordance with minimum delivery stipulations set out in the order, or where no minimum delivery and/or instalment stipulations are specified the Company’s standard prices for the quantity delivered or installed as current at the time delivery and /or installation, shall apply.
The Price may include provisional sums which are Goods and/or Services the cost of which are not quantifiable at the date of the placement of an Order for Goods and/or Services and which the Company cannot therefore price accurately as at that date.
In the event that the actual cost in relation to Goods and/or Services, due to an increase to the provisional sums, exceeds that previously provided for in the Price, such increase shall be deemed to be added to the Price and the next payment due under any invoice will be adjusted accordingly.
Variations
The Company reserves the right to change the Price for the Goods and/or Services without notice:
if a variation to the Goods and/or Services which are to be supplied is requested; or
in the event of unforeseen circumstances occurring which are beyond the Company’s control, including but not limited to variations in:
additional testing of Goods, other than the scheduled compliance testing;
taxes, duties and/or any other levies; and
foreign exchange rates.
Variations will be charged for on the basis of the Company’s quotation, and will be detailed in writing, and shown as variations on the Company’s invoice. Payment for all variations must be made in full at the time of the invoice is issued.
In the event of any variation, the Company may extend the date of delivery by a period of time considered necessary and reasonable in the circumstances.
Any expense incurred by the Company as a consequence of such a variation shall be added to the Price.
Delivery of Goods
Delivery (“Delivery”) of the Goods is taken to occur at the time that the Company’s nominated carrier delivers the Goods to the Customer’s nominated address or the Customer collects the Goods from the Company’s premises..
Unless otherwise expressly included, the cost of Delivery is in addition to the Price.
Any time specified by the Company for Delivery of the Goods is an estimate only and the Company will not be liable for any loss or damage incurred by the Customer as a result of Delivery being late. However, both parties agree that they shall make reasonable endeavours to enable the Goods to be delivered at the time and place as was arranged between both parties. In the event that the Company is unable to supply the Goods as agreed solely due to any action or inaction of the Customer, then the Company shall be entitled to charge a reasonable fee for redelivery, storage, demurrage and/or any other charges resulting from the forgoing action or inaction. Late Delivery shall not constitute a breach of contract by the Company and the Purchaser shall not be entitled to cancel the contract because of late delivery.
The Company takes no responsibility in regard to wrongly delivered Goods, late Delivery or late installation. The Company shall change over at its own cost Goods which have been wrongly delivered. Any delay in Delivery or installation shall not excuse or relieve the Customer from its obligation to pay for the Goods.
Where a Customer claims Goods delivered do not confirm to any specifications, the Customer must notify the Company in writing with details of non-conformity within 5 working days from the date of Delivery. Such notice of non-conformity does not entitle the Customer to withhold payment of the Price for Goods unless agreed to in writing by the Company.
Risk
Any risk in relation to any Goods passes to the Customer upon the Goods leaving the Company’s premises or any other location that they are stored on behalf of the Company. The Company accepts no liability for any damage to Goods whilst in transit to the Customer.
At the Company’s sole discretion, the Company may enter into an arrangement with the Customer regarding insurance of any Goods to be delivered. Should an arrangement be made between the Company and the Customer regarding insurance of the Goods, such an arrangement must be made in writing subject to the following provisions:
If any of the Goods are damaged or destroyed following Delivery but prior to ownership passing to the Customer, the Company is entitled to receive all insurance proceeds payable for the Goods, less any amounts already paid by the Customer.
The production of these Terms by the Company is sufficient evidence of the Company’s rights to receive the insurance proceeds without the need for any person dealing with the Company to make further enquiries.
The Company will be entitled to pass on the costs of any insurance policy to the Customer by adding such costs to the Price.
The Company accepts no responsibility for any damage or performance related problems with any Goods where they have not been handled, used, stored, installed, fitted and/or maintained in accordance with the Company’s and/or the manufacturers’ recommendations.
The Company shall be entitled to rely on the accuracy of any plans, specifications, quantities and/or any other information provided by the Customer in relation to any Goods or Services. The Customer acknowledges and agrees that in the event that any information provided by the Customer is inaccurate, subject to the Company acting reasonably, the Company accepts no responsibility for any loss, damages, or costs however resulting from these inaccurate plans, specifications or other information.
The Customer acknowledges that all descriptive specifications, illustrations, drawings, data dimensions, and weights stated in the Company’s fact sheets, price lists, catalogues, brochures or advertising material are indicative only and that the Customer has not relied on such information.
Any advice, recommendation, information, assistance or service provided by the Company in relation to Goods supplied is given in good faith, is based on the Company’s own knowledge and experience and shall be accepted without liability on the part of the Company. The Customer shall be solely responsible for ensuring that the Goods ordered are suitable for their intended use.
Where the Customer has supplied items for the Company to complete the Services, the Customer acknowledges that the Customer accepts responsibility for the suitability of purpose, quality and any faults inherent in the items. The Company shall not be responsible for any defects in the items, any loss or damage (or any part thereof), howsoever arising from the use of items supplied by the Customer.
The Company shall not be responsible for any loss or damage or defect or maintenance if it relates to work performed by the Customer or the Customer’s contractor.
Where delays to installation are a result of the Customer or the Customer’s contractors, the Company shall be entitled to charge the Customer the Company’s reasonable costs as a result of the delay.
Confidentiality
Subject to clause 7.2, each party agrees to treat as confidential the other party’s Confidential Information, and agree not to divulge it to any third party, without the other party's written consent.
Both parties agree to:
use the Confidential Information of the other party only to the extent required for the purpose it was provided;
not copy or reproduce any of the Confidential Information of the other party in any way;
only disclose the other party’s Confidential Information to:
employees and third-party providers who need access to the information and who have agreed to keep it confidential;
its legal advisers and insurance providers if those persons undertake to keep such information confidential; and
not disclose the other party’s Confidential Information to any person not referred to in this clause except with the other party’s prior written consent or if required by law, any stock exchange or any regulatory body.
Either party must promptly return or destroy all Confidential Information of the other party in its possession or control at the other party’s request unless required by law to retain it.
The obligations of this clause 7 shall survive termination or cancellation of these Terms.
The Customer confirms, that the Company is entitled to use the Customer’s information for the purpose of verifying the Customers identity and credit worthiness and this shall not constitute a breach of confidence or privacy. For the avoidance of doubt, the Customer authorises the Company to carry out any enquiries it deems necessary and share any of the Customers information deemed necessary in the Company’s opinion with any third party required for the purposes of the Company conducting its checks.
Title
The Company and the Customer agree that ownership of the Goods shall not pass until:
the Customer has paid the Company all amounts owing to the Company; and
the Customer has met all of the Customer’s other obligations to the Company.
Personal Property Securities Act 1999 (PPSA)
The Customer hereby acknowledges and agrees that:
These Terms constitute a security agreement for the purposes of the PPSA and;
The Customer grants the Company a security interest in all Goods and all collateral (accounts) being a monetary obligation of the Customer for order for Goods previously supplied by the Company to the Customer and that may be supplied in the future by Company to the Customer.
The Customer further grants the Company a security interest over all present and after acquired property of the Customer to further secure the performance by the Customer of its obligations under these Terms (including, but not limited to, the payment of any money).
The Customer undertakes to:
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 Company may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register (PPSR);
indemnify, and upon demand reimburse the Company for all expenses incurred in registering financing statements in accordance with this clause 9 or financing change statements on the PPSR or releasing any financing statement;
not to register a financing change statement or a change demand without the prior written consent of the Company; and
not to register a financing statement over the assets of the Customer, in favour of the Customer, which have the intention of defeating any of the Company’s claims against the Customer’s property.
The Customer and the Company agree that nothing in Sections 114(1)(a), 133 and 134 of the PPSA shall apply to these Terms.
The Customer waives its rights as a debtor under Sections 116, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA.
Unless otherwise agreed in writing by the Company, the Customer waives its right to receive a verification statement in accordance with Section 148 of the PPSA.
The Customer irrevocably appoints the Company and each director of the Company as the Customer’s true and lawful attorney to affirm all necessary acts to give effect to the provisions of this clause 9 including, but not limited to, signing any document on the Customer’s behalf.
The Customer indemnifies the Company from and against all of the Company’s costs and disbursements, any claims against the Company and legal costs on a solicitor and own client basis incurred in exercising the Company’s rights under this clause 9.
Title in all Goods supplied by the Company passes to the Customer only when the Customer has made payment in full for the Goods and of all other sums due to the Company by the Customer whatsoever. Until such stage all sums due to the Company by the Customer have been paid, the Company continues to have a security interest in the Goods and all present and after acquired property of the Customer.
If the Goods are attached, fixed, or incorporated into any property of the Customer, by way of any manufacturing or assembly process by the Customer or any third party, title in the Goods shall remain with the Company until full payment for the Goods has been made by the Customer. Where those Goods are mixed with other property so as to be part of or a constituent of any new goods, title to these new goods shall deemed to be assigned to the Company as security for the full satisfaction by the Customer of the any amounts owing between the Company and Customer.
The Customer gives irrevocable authority to the Company to enter any premises occupied by the Customer or on which Goods are situated at any reasonable time after default by the Customer or prior to default if The Company believes (acting reasonably) a default is likely to remove and repossess any Goods and any other property to which Goods are attached or in which Goods are incorporated. The Company shall not be liable for any costs, damages, expenses or losses incurred by the Customer or any third party as a result of this action, nor liable in contract or in tort or otherwise in any way whatsoever unless by statute such liability cannot be excluded. The Company may either resell any repossessed Goods and credit the Customer’s account with the net proceeds of sale (after deduction of all repossession, storage, selling and other costs) or may retain any of the repossessed Goods and credit the Customer’s account with the invoice value thereof less such sum as The Company reasonably determines on account of wear and tear, depreciation, obsolescence, loss or profit, restocking fees and/or costs.
The Customer is only a bailee of the Goods and must return the Goods to the Company on request.
The Customer holds the benefit of the Customer’s insurance of the Goods on trust for the Company and must pay to the Company the proceeds of any insurance (less any amounts already paid by the Customer) in the event of the Goods being lost, damaged or destroyed.
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 Company and must pay or deliver the proceeds to the Company on demand.
Where Goods are retained by the Company pursuant to this clause 9 the Customer waives the right to receive notice under Section 120 of the PPSA and to object under Section 121 of the PPSA.
The following shall constitute defaults by the Customer under this clause 9:
Non-payment of any sum by the due date.
The Customer intimates that it will not pay any sum by the due date.
Any Goods are seized by any other creditor of the Customer or any other creditor intimates that it intends to seize Goods.
Any Goods in the possession of the Customer are materially damaged while any sum due from the Customer to The Company remains unpaid.
The Customer is bankrupted or put into liquidation or a receiver is appointed to any of the Customer’s assets or a landlord distains against any of the Customer’s assets.
A Court judgment is entered against the Customer and remains unsatisfied for seven (7) days.
Any material adverse change in the financial position of the Customer.
If the Credit (Repossession) Act 1997 applies to any transaction between the Customer and the Company, the Customer has the rights provided in that Act despite anything contained in these Terms.
Warranty
Unless otherwise stated by the Company, the Company warrants that:
all Goods manufactured by the Company are guaranteed against faulty workmanship, materials or design for the period of 12 months from the date of despatch by the Company;
all Services have a 28 day warranty.
The conditions applicable to the warranties given by clauses 10.1 are:
the warranty shall be void in relation to any defect or damage which may be caused or partly caused by or arise through:
any tampering with the Goods on the part of the Customer; or
failure on the part of the Customer to properly store/install/maintain/use any Goods; or
failure on the part of the Customer to follow any instructions or guidelines provided by the Company; or
any use of any Goods otherwise than for any application specified on a quote or order form; or
the continued use of any Goods after any defect becomes apparent or would have become apparent to a reasonably prudent operator or user; or
fair wear and tear, any accident or act of God.
the defective Goods or parts of Goods are returned to the Company at the Company’s cost, whereupon it will be replaced or repaired at the Company’s discretion.
If Goods have been installed, the Company must be notified in writing of any defects within 30 days of the date of installation.
If due to installation the defective Goods or parts of Goods cannot be returned to the Company, the Customer shall arrange for an on-site assessment to take place no later than 90 days from the date of installation.
the warranty shall cease and the Company shall thereafter in no circumstances be liable under the terms of the warranty if the Goods are repaired, altered or overhauled without the Company’s consent.
in respect of all claims the Company shall not be liable to compensate the Customer for any delay in either replacing the Goods and/or remedying the workmanship or in properly assessing the Customer’s claim.
The Company shall not be liable for consequential or special damages under any circumstances.
Where the Customer has requested the Company to inspect an installation in relation to clause 10.2(d) above and the installation is not faulty, the Customer agrees to pay the Company’s employee’s hourly rate, which is to be not less than $120 plus GST per hour together with travelling costs and expenses.
Any Goods or components not manufactured by the Company are subject to the supplier’s warranty only and are subject to the terms of the supplier’s warranty. The Company will act reasonably so that the Customer receives the benefit of the supplier’s warranty.
The Company is not liable under clause 10.1 unless the Goods have been paid for in full.
The above warranty is in substitution of any warranty or condition implied or imposed by law, statue or otherwise as to the quality of or fitness for any particular purpose for the goods or services. Without limiting the foregoing any warranty imposed by the Consumer Guarantees Act 1993 shall not apply.
The Company is not liable for any consequential, indirect or special damage or loss of any kind whatsoever including without limiting the generality of the forgoing:
Any loss of profits, income, interest or markets.
Any direct, indirect, consequential or special loss, damage or injury arising directly or indirectly from any breach of the Company’s obligations arising under or in connection with Terms or any cancellation of contract between the Company’s and the customer.
Any loss or damage arising from any negligence, misrepresentation or other act or omission on the Company’s part or the part of the Company’s servants, agents or contractors.
Any loss, damage or injury caused to the customer’s services, agents, contractors, customers, visitors, tenants, trespassers or any other persons whatsoever (whether similar to the foregoing or not) arising as aforesaid. The customer shall indemnify the Company against any claim by any of the foregoing persons in respects of any loss, damage or injury arising as foresaid.
Cancellation of Orders and Returns
An order for Goods and/or Services may not be cancelled once placed by a Customer and the Company is not obliged to accept any cancellation of order or return of Goods and/or Services.
Goods may only be accepted for return in accordance with 11.1 above provided that:
the Company in their sole discretion has agreed in writing to accept the return of the Goods; and
the Goods are returned at the Customer’s cost to the Company’s premises within seven (7) days of the date of despatch; and
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.
Subject to clause 11.2 the Company may (in its sole discretion) accept the return of Goods but shall be entitled to charge a handling fee of ten percent (10%) of the value of the returned Goods plus any freight.
The Company reserves the right to cancel any order for Goods and/or Services if the order provides impractical (in the Company’s sole opinion) to fulfil.
Default and Consequences of Default
Interest on overdue invoices shall accrue on any sum which remains unpaid after the due date for payment, until the date of payment, at a rate of 10 percent (10%) per month and at the Company’s sole discretion such interest shall compound monthly at such a rate after as well as before any judgment.
If the Customer owes the Company any money the Customer shall indemnify the Company from and against all costs and disbursements incurred by the Company in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor/client basis, the Company’s collection agency costs, and bank dishonour fees).
Further to any other rights or remedies the Company may have under these Terms, if a Customer has made payment to the Company, and the transaction is subsequently reversed, the Customer shall be liable for the amount of the reversed transaction, in addition to any further costs incurred by the Company under this clause 12.
Without prejudice to the Company’s other remedies at law the Company shall be entitled to cancel all or any part of any order of the Customer which remains unfulfilled and all amounts owing to the Company shall, whether or not due for payment, become immediately payable if:
any money payable to the Company becomes overdue, or in the Company’s reasonable opinion the Customer will be unable to make a payment when it falls due;
the Customer has exceeded any applicable credit limit provided by the Company.
the Customer 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 the Customer’s 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
Without prejudice to any other remedies the Company may have, if at any time the Customer is in breach of any obligation (including those relating to payment) under these Terms the Company may suspend or terminate the supply of Goods to the Customer. The Company will not be liable to the Customer for any loss or damage the Customer suffers because the Company has exercised its rights under this clause.
The Company may cancel any contract to which these Terms apply or cancel delivery of Goods at any time before the Goods are delivered by giving written notice to the Customer. On giving such notice the Company shall repay to the Customer any money paid by the Customer for the Goods. The Company shall not be liable for any loss or damage whatsoever arising from such cancellation.
In the event that the Customer cancels delivery of Goods the Customer shall be liable for any and all direct loss incurred by the Company as a direct result of the cancellation (including, but not limited to, any loss of profits).
Cancellation of orders for Goods made to the Customer’s specifications, or for non-stocklist items, will not be accepted once production has commenced, or an order has been placed.
Service of Notices
Any written notice given by a party under these Terms shall be deemed to have been given and received:
by handing the notice to the other party, in person;
by leaving it at the address of the other party;
by sending it by registered post to the address of the other party;
if sent by facsimile transmission to the fax number of the other party, on receipt of confirmation of the transmission;
if sent by email to the other party’s last known email address.
Any notice that is posted shall be deemed to have been served, unless the contrary is shown, at the time when by the ordinary course of post, the notice would have been delivered.
Compliance with Laws
The Customer must comply with the provisions of all statutes, customs (prohibited export) regulations of New Zealand or any applicable jurisdiction, regulations and bylaws of government, local and other public authorities that may be applicable to the Goods and/or Services.
Jurisdiction
These Terms 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 New Zealand.
Intellectual Property
If Goods or Services are designed to the Customer’s specifications the Customer warrants that none of its designs or specifications infringes any copyright, patent or other intellectual property right (Customer Specific Goods). If the Customer’s deigns or specifications infringe, or are alleged to infringe any patens, registered design, copyright or other intellectual property rights, the Customer will indemnify the Company for any liabilities incurred by the Company as a result of the Customer’s breach of this clause. Unless expressly agreed to otherwise in writing between the parties, copyright and other intellectual property rights in all Customer Specific Goods and other things capable of ownership commissioned and paid for by the Customer shall vest with the Company.
Unless expressly agreed to otherwise in writing between the parties: copyright and intellectual property rights in all Goods and other things capable of ownership commissioned and paid for by the Customer as part of the order shall vest in the Company.
Guarantee
The party who signs these Terms, or the Company’s application for credit, shall be deemed as the guarantor of the Customer (Guarantor). The Guarantor shall be bound by these Terms.
In consideration of the Company agreeing to provide the Customer with an account at the Guarantor’s request, the Guarantor guarantees payment in accordance with the Terms. The Guarantor covenants with the Company that:
No release delay or other indulgence given by the Company to the Customer or to the Customer’s successors or assigns or any other thing whereby the Guarantor would have been released had the Guarantor been merely a surety shall release prejudice or affect the liability of the Guarantor as a guarantor or as indemnifier.
As between the Guarantor and the Company, the Guarantor may for all purposes be treated as the Customer and the Company shall be under no obligation to take proceedings against the Customer before taking proceedings against the Guarantor.
The guarantee is for the benefit of and may be enforced by any person entitled for the time being to receive the payment.
Should there be more than one Guarantor, their liability under this guarantee shall be joint and several.
Consumer Guarantees Act 1993
If the Customer is acquiring Goods for the purposes of a trade or business, the Customer acknowledges that the provisions of the Consumer Guarantees Act 1993 do not apply to the supply of Goods by the Company to the Customer.
Privacy Act 1993
The Customer authorises the Company or the Company’s agent to:
access, collect, retain and use any information about the Customer;
(including any overdue fines balance information held by the Ministry of Justice) for the purpose of assessing the Customer’s creditworthiness; or
for the purpose of marketing products and services to the Customer.
disclose information about the Customer, whether collected by the Company from the Customer directly or obtained by the Company 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 Customer.
Where the Customer is an individual the authorities under clause 20.1 are authorities or consents for the purposes of the Privacy Act 1993.
General
The failure by the Company to enforce any provision of these Terms shall not be treated as a waiver of that provision, nor shall it affect the Company’s right to subsequently enforce that provision. If any provision of these Terms shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
The Company 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 Company of these Terms.
The Company will not be liable to the Customer if delivery of the Goods or completion of any Services is prevented or delayed, by reasons of any circumstances beyond the Company’s reasonable control.
The Company may licence and/or assign all or any part of its rights and/or obligations under these Terms without the Customer’s consent.
The Customer cannot licence or assign without the written approval of the Company.
The Company may sub-contract all or any part of its rights and/or obligations under these Terms without the written consent of the Customer.
The Customer agrees and accepts that the Customer has no authority to give any instruction to any of the Company’s sub-contractors without the authority of the Company.
The Company shall not 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.
The Customer warrants that they have the power to enter into these Terms and have obtained all necessary authorisations to allow them to do so, that they are not insolvent and that these Terms create binding and valid legal obligations on them.