Captain Clotheslines Terms Of Trade

Terms Of Trade

Definitions
1. “Seller” means Captain Clotheslines Pty Ltd, its successors and assigns or any person acting on behalf of and with the authority of Captain Clotheslines Pty Ltd.
2. “Client” means the person/s or any person acting on behalf of and with the authority of the Client requesting the Seller to provide the Services as specified in any proposal, quotation, order, invoice or other documentation, and:
  1. if there is more than one Client, is a reference to each Client jointly and severally; and
  2. if the Client is a part of a Trust, shall be bound in their capacity as a trustee; and
  3. includes the Client’s executors, administrators, successors and permitted assigns.
3. “Goods” means all Goods or Services supplied by the Seller 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).
4. “Price” means the Price payable (plus any GST where applicable) for the Goods as agreed between the Seller and the Client in accordance with clause 6 below.
5. “GST” means Goods and Services Tax as defined within the “A New Tax System (Goods and Services Tax) Act 1999” (Cth).
Acceptance
1. The Client is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Client places an order for or accepts delivery of the Goods.
2. These terms and conditions may only be amended with the consent of both parties in writing, and shall prevail to the extent of any inconsistency with any other document or agreement between the Client and the Seller.These terms and conditions are meant to be read in conjunction with the Terms and Conditions posted on the Seller’s website. If there are any inconsistencies between the two documents then the terms and conditions contained in this document shall prevail.
3. 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. The Client acknowledges and understands that (subject to Clause 6.2):
  1. onsite repairs shall incur the Seller’s current labour rates plus kilometres travelled; and
  2. that where a callout is in relation to a warranty claim, this cost may be covered by the manufacturer once the claim is accepted.
5. In the event that the Seller is required to provide the Services urgently, that may require the Seller’s staff to work outside normal business hours (including but not limited to working, through lunch breaks, weekends and/or Public Holidays) then the Seller reserves the right to charge the Client additional labour costs (penalty rates will apply), unless otherwise agreed between the Seller and the Client.
Errors and Omissions
1. The Client acknowledges and accepts that the Seller shall, without prejudice, accept no liability in respect of any alleged or actual error(s) and/or omission(s):
  1. resulting from an inadvertent mistake made by the Seller in the formation and/or administration of this contract; and/or
  2. contained in/omitted from any literature (hard copy and/or electronic) supplied by the Seller in respect of the Services.
2. In the event such an error and/or omission occurs in accordance with clause 3.1, and is not attributable to the negligence and/or wilful misconduct of the Seller; the Client shall not be entitled to treat this contract as repudiated nor render it invalid.
Online Ordering
1. The Client acknowledges and agrees that:
  1. the Seller does not guarantee the websites performance or availability of any of its Goods; and
  2. on-line ordering may be unavailable from time to time for regularly scheduled maintenance and/or upgrades; and
  3. there are inherent hazards in electronic distribution and as such the Seller cannot warrant against delays or errors in transmitting data between the Client and the Seller including orders, and you agree that to the maximum extent permitted by law, the Seller will not be liable for any losses which the Client suffers as a result of online-ordering not being available or for delays or errors in transmitting orders.
2. The Seller reserves the right to terminate your order if it learns that you have provided false or misleading information, interfered with other users or the administration of the Seller’s Services, or violated these terms and conditions.
Change in Control
1. The Client shall give the Seller 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 Seller as a result of the Client’s failure to comply with this clause.
Price and Payment
1. At the Seller’s sole discretion, the Price shall be either:
  1. as indicated on any invoice provided by the Seller to the Client; or
  2. the Price as at the date of delivery of the Goods according to the Seller’s current price list; or
  3. the Seller’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 thirty (30) days.
2. The Seller reserves the right to change the Price if a variation to the Seller’s quotation is requested. Any variation from the plan of scheduled Services or specifications (including, but not limited to, any variation as a result of additional Services required due to unforeseen circumstances such as poor weather conditions, limitations to accessing the site, availability of machinery, safety considerations, prerequisite work by any third party not being completed, hard rock or other barriers below the surface or iron reinforcing rods in concrete, other latent soil conditions, hidden underground pipes and wiring, etc. or as a result of any increase to the Seller in the cost of materials and labour) will be charged for on the basis of the Seller’s quotation and will be shown as variations on the invoice. The Client shall be required to respond to any variation submitted by the Seller within ten (10) working days. Failure to do so will entitle the Seller to add the cost of the variation to the Price. Payment for all variations must be made in full at the time of their completion.
3. At the Seller’s sole discretion, a deposit of up to twenty percent (20%) of the Price may be required.
4. Time for payment for the Goods being of the essence, the Price will be payable by the Client on the date/s determined by the Seller, which may be:
  1. on delivery of the Goods;
  2. by way of instalments/progress payments in accordance with the Seller’s payment schedule. Such progress payment claims may include the reasonable value of authorised variations and the value of any Materials delivered to the site but not yet installed;
  3. thirty (30) days following the end of the month in which a statement is posted to the Client’s address or address for notices;
  4. the date specified on any invoice or other form as being the date for payment; or
  5. failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Client by the Seller.
5. Payment may be made by cash, cheque, electronic/on-line banking, credit card (a surcharge may apply per transaction), or by any other method as agreed to between the Client and the Seller.
6. 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 Seller nor to withhold payment of any invoice because part of that invoice is in dispute.
7. Unless otherwise stated the Price does not include GST. In addition to the Price, the Client must pay to the Seller an amount equal to any GST the Seller must pay for any supply by the Seller 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.
Delivery of GoodsDelivery (“Delivery”) of the Goods is taken to occur at the time that the Seller (or the Seller’s nominated carrier) delivers the Goods to the Client’s nominated address even if the Client is not present at the address.
1. At the Seller’s sole discretion, the cost of delivery is either included in the Price or is in addition to the Price.
2. The Client accepts that any travel fees are non-refundable in the event of cancellation or refund of Goods and/or Services.
3. The Seller 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.
4. Any time specified by the Seller for delivery of the Goods is an estimate only and the Seller will not be liable for any loss or damage incurred by the Client as a result of delivery being late. However both parties agree that they shall make every endeavour to enable the Goods to be delivered at the time and place as was arranged between both parties. In the event that the Seller is unable to supply the Goods as agreed solely due to any action or inaction of the Client, then the Seller shall be entitled to charge a reasonable fee for redelivery and/or storage.
Risk
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.
2. Where applicable, the Client warrants that any structures to which the Goods are to be affixed are able to withstand the installation of the Goods and are of suitable capacity to handle the Goods once installed. If for any reason (including the discovery of rot in supporting timber) that the Seller, or employees of the Seller, reasonably form the opinion that the Client’s premises is not safe for the installation of Goods to proceed then the Seller shall be entitled to delay installation of the Goods (until the Seller is satisfied that it is safe for the installation to proceed.
3. The Seller shall be entitled to rely on the accuracy of any plans, specifications and other information provided by the Client. The Client acknowledges and agrees that in the event that any of this information provided by the Client is inaccurate, the Seller accepts no responsibility for any loss, damages, or costs however resulting from these inaccurate plans, specifications or other information.
4. The Client acknowledges that the Seller’s quotation for repairs shall be based only on the replacement or repair of the damage at the time of the quote and does not cover parts and/or materials that were not broken at that time.
5. It shall be the Client’s responsibility to maintain and care for the Goods as per the manufacturer’s or Seller’s instructions. Such care shall include tensioning the clothesline cord after date of repair or installation.
Product Specifications
1. The Client acknowledges that all descriptive specifications, illustrations, drawings, data, dimensions, ratings and weights stated in the Seller’s or manufacturer’s fact sheets, price lists or advertising material, are approximate only and are given by way of identification only. The Client shall not be entitled to rely on such information, and any use of such does not constitute a sale by description, and does not form part of the contract, unless expressly stated as such in writing by the Seller.
Access
1. The Client shall ensure that the Seller has clear and free access to the worksite at all times to enable them to undertake the Services. The Seller 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 Seller.
Dial Before You Dig
1. Location of underground services by a licensed service locator is mandatory prior to commencement of any Services. “Dial Before You Dig” must be consulted and any potential underground services marked on site. Whilst the Seller will take all care to avoid damage to any underground services the Client agrees to indemnify the Seller 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. If the Client requests the Seller to engage the service locator then this shall be in addition to the Price.
Title
1. The Seller and the Client agree that ownership of the Goods shall not pass until:
  1. the Client has paid the Seller all amounts owing to the Seller; and
  2. the Client has met all of its other obligations to the Seller.
2. Receipt by the Seller 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.
3. It is further agreed that, until ownership of the Goods passes to the Client in accordance with clause 12.1:
  1. the Client is only a bailee of the Goods and must return the Goods to the Seller on request.
  2. the Client holds the benefit of the Client’s insurance of the Goods on trust for the Seller and must pay to the Seller the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed.
  3. 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 Seller and must pay or deliver the proceeds to the Seller on demand.
  4. 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 Seller and must sell, dispose of or return the resulting product to the Seller as it so directs.
  5. the Client irrevocably authorises the Seller to enter any premises where the Seller believes the Goods are kept and recover possession of the Goods.
  6. the Seller may recover possession of any Goods in transit whether or not delivery has occurred.
  7. 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 Seller.
  8. the Seller may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Client.
Personal Property Securities Act 2009 (“PPSA”)
1. In this clause financing statement, financing change statement, security agreement, and security interest has the meaning given to it by the PPSA.
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 Seller for Services – that have previously been supplied and that will be supplied in the future by the Seller to the Client.
3. The Client undertakes to:
  1. 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 Seller may reasonably require to;
    1. register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities Register;
    2. register any other document required to be registered by the PPSA; or
    3. correct a defect in a statement referred to in clause 13.3(a)(i) or 13.3(a)(ii);
  2. indemnify, and upon demand reimburse, the Seller 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;
  3. not register a financing change statement in respect of a security interest without the prior written consent of the Seller;
  4. 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 Seller;
  5. immediately advise the Seller 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.
4. The Seller 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.
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.
6. The Client waives their rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.
7. Unless otherwise agreed to in writing by the Seller, the Client waives their right to receive a verification statement in accordance with section 157 of the PPSA.
8. The Client must unconditionally ratify any actions taken by the Seller under clauses 13.3 to 13.5.
9. Subject to any express provisions to the contrary (including those contained in this clause 13) nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the PPSA.
Security and Charge
1. In consideration of the Seller 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).
2. The Client indemnifies the Seller from and against all the Seller’s costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising the Seller’s rights under this clause.
3. The Client irrevocably appoints the Seller and each director of the Seller as the Client’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 14 including, but not limited to, signing any document on the Client’s behalf.
Defects, Warranties and Returns, Competition and Consumer Act 2010 (CCA)
1. The Client must inspect the Goods on delivery and must within thirty (30) days of delivery notify the Seller 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 Seller to inspect the Goods.
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).
3. The Seller acknowledges that nothing in these terms and conditions purports to modify or exclude the Non-Excluded Guarantees.
4. Except as expressly set out in these terms and conditions or in respect of the Non-Excluded Guarantees, the Seller makes no warranties or other representations under these terms and conditions including but not limited to the quality or suitability of the Goods. The Seller’s liability in respect of these warranties is limited to the fullest extent permitted by law.
5. If the Client is a consumer within the meaning of the CCA, the Seller’s liability is limited to the extent permitted by section 64A of Schedule 2.
6. If the Seller is required to replace the Goods under this clause or the CCA, but is unable to do so, the Seller may refund any money the Client has paid for the Goods.
7. If the Client is not a consumer within the meaning of the CCA, the Seller’s liability for any defect or damage in the Goods is:
  1. limited to the value of any express warranty or warranty card provided to the Client by the Seller at the Seller’s sole discretion;
  2. limited to any warranty to which the Seller is entitled, if the Seller did not manufacture the Goods;
  3. otherwise negated absolutely.
8. Subject to this clause 15, returns will only be accepted provided that:
  1. the Client has complied with the provisions of clause 15.1; and
  2. the Seller has agreed that the Goods are defective; and
  3. the Goods are returned within a reasonable time at the Client’s cost (if that cost is not significant); and
  4. the Goods are returned in as close a condition to that in which they were delivered as is possible.

1. Notwithstanding clauses 15.1 to 15.8 but subject to the CCA, the Seller shall not be liable for any defect or damage which may be caused or partly caused by or arise as a result of:
  1. the Client failing to properly maintain or store any Goods;
  2. the Client using the Goods for any purpose other than that for which they were designed;
  3. 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;
  4. the Client failing to follow any instructions or guidelines provided by the Seller;
  5. fair wear and tear, any accident, or act of God.
2. The Client acknowledges and accepts that all warranty claims for the Goods and/or components of the Goods should be lodged initially with the appropriate manufacturer as per the warranty documentation provided with the Goods.
3. Where applicable, restringing of a clothesline will entail replacing the cord of which the cord has a warranty period of twelve (12) months from the date of purchase and is subject to following conditions and allowing for fair wear and tear: no evidence of misuse or maladjustment by the owner or any person using or repairing the clothesline with or without the owner’s consent.
4. Notwithstanding anything contained in this clause if the Seller is required by a law to accept a return then the Seller will only accept a return on the conditions imposed by that law.
Default and Consequences of Default
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 Seller’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
2. If the Client owes the Seller any money the Client shall indemnify the Seller from and against all costs and disbursements incurred by the Seller in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, the Seller’s contract default fee, and bank dishonour fees).
3. Further to any other rights or remedies the Seller may have under this contract, if a Client has made payment to the Seller, 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 Seller under this clause 16 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.
4. Without prejudice to the Seller’s other remedies at law the Seller shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to the Seller shall, whether or not due for payment, become immediately payable if:
  1. any money payable to the Seller becomes overdue, or in the Seller’s opinion the Client will be unable to make a payment when it falls due;
  2. the Client has exceeded any applicable credit limit provided by the Seller;
  3. 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
  4. a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.
Cancellation
1. Without prejudice to any other remedies the Seller 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 Seller may suspend or terminate the supply of Goods to the Client. The Seller will not be liable to the Client for any loss or damage the Client suffers because the Seller has exercised its rights under this clause.
2. The Seller 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 Seller shall repay to the Client any money paid by the Client for the Goods. The Seller shall not be liable for any loss or damage whatsoever arising from such cancellation.
3. 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 Seller as a direct result of the cancellation (including, but not limited to, any loss of profits).
4. 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.
Privacy Act 1988
1. The Client agrees for the Seller 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 Seller.
2. The Client agrees that the Seller may exchange information about the Client with those credit providers and with related body corporates for the following purposes:
  1. to assess an application by the Client; and/or
  2. to notify other credit providers of a default by the Client; and/or
  3. 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
  4. to assess the creditworthiness of the Client including the Client’s repayment history in the preceding two (2) years.
3. The Client consents to the Seller being given a consumer credit report to collect overdue payment on commercial credit.
4. The Client agrees that personal credit information provided may be used and retained by the Seller for the following purposes (and for other agreed purposes or required by):
  1. the provision of Goods; and/or
  2. analysing, verifying and/or checking the Client’s credit, payment and/or status in relation to the provision of Goods; and/or
  3. processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Client; and/or
  4. enabling the collection of amounts outstanding in relation to the Goods.
5. The Seller may give information about the Client to a CRB for the following purposes:
  1. to obtain a consumer credit report;
  2. allow the CRB to create or maintain a credit information file about the Client including credit history.
6. The information given to the CRB may include:
  1. personal information as outlined in 18.1 above;
  2. name of the credit provider and that the Seller is a current credit provider to the Client;
  3. whether the credit provider is a licensee;
  4. type of consumer credit;
  5. 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);
  6. 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 Seller has been paid or otherwise discharged and all details surrounding that discharge (e.g. dates of payments);
  7. information that, in the opinion of the Seller, the Client has committed a serious credit infringement;
  8. advice that the amount of the Client’s overdue payment is equal to or more than one hundred and fifty dollars ($150).
7. The Client shall have the right to request (by e-mail) from the Seller:
  1. a copy of the information about the Client retained by the Seller and the right to request that the Seller correct any incorrect information; and
  2. that the Seller does not disclose any personal information about the Client for the purpose of direct marketing.
8. The Seller 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.
9. The Client can make a privacy complaint by contacting the Seller via e-mail. The Seller 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.
Service of Notices
1. Any written notice given under this contract shall be deemed to have been given and received:
  1. by handing the notice to the other party, in person;
  2. by leaving it at the address of the other party as stated in this contract;
  3. by sending it by registered post to the address of the other party as stated in this contract;
  4. if sent by facsimile transmission to the fax number of the other party as stated in this contract (if any), on receipt of confirmation of the transmission;
  5. if sent by email to the other party’s last known email address.
2. 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.
Trusts
1. If the Client at any time upon or subsequent to entering in to the contract is acting in the capacity of trustee of any trust (“Trust”) then whether or not the Seller may have notice of the Trust, the Client covenants with the Seller as follows:
  1. the contract extends to all rights of indemnity which the Client now or subsequently may have against the Trust and the trust fund;
  2. the Client has full and complete power and authority under the Trust to enter into the contract and the provisions of the Trust do not purport to exclude or take away the right of indemnity of the Client against the Trust or the trust fund.The Client will not release the right of indemnity or commit any breach of trust or be a party to any other action which might prejudice that right of indemnity;
  3. the Client will not without consent in writing of the Seller (the Seller will not unreasonably withhold consent), cause, permit, or suffer to happen any of the following events;
    1. the removal, replacement or retirement of the Client as trustee of the Trust;
    2. any alteration to or variation of the terms of the Trust;
    3. any advancement or distribution of capital of the Trust; or
    4. any resettlement of the trust property.

General
1. The failure by either party to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect that party’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.
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 Seller has its principal place of business, and are subject to the jurisdiction of the Gosford Court in New South Wales.
3. Subject to clause 15, the Seller 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 Seller of these terms and conditions (alternatively the Seller’s liability shall be limited to damages which under no circumstances shall exceed the Price of the Goods).
4. The Seller may licence and/or assign all or any part of its rights and/or obligations under this contract without the Client’s consent.
5. The Client cannot licence or assign without the written approval of the Seller.
6. The Seller may elect to subcontract out any part of the Services but shall not be relieved from any liability or obligation under this contract by so doing. Furthermore, the Client agrees and understands that they have no authority to give any instruction to any of the Seller’s sub-contractors without the authority of the Seller.
7. The Client agrees that the Seller may amend these terms and conditions by notifying the Client in writing. These changes shall be deemed to take effect from the date on which the Client accepts such changes, or otherwise at such time as the Client makes a further request for the Seller to provide Goods to the Client.
8. 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.
9. Both parties warrant that they have the power to enter into this agreement and have obtained all necessary authorisations to allow them to do so, they are not insolvent and that this agreement creates binding and valid legal obligations on them.