Terms and Conditions
Agreement and Terms & Conditions of Trade – Advantek Australia Pty Ltd
1.1. “Seller” shall mean Advantek Australia Pty Ltd (ABN 31 149 328 718), its successors and assigns, or any person acting on behalf of and with the authority of Advantek Australia Pty Ltd.
1.2. “Buyer” shall mean the buyer (or any person acting on behalf of and with the authority of the Buyer), or on any invoice, quotation, work authorisation or other form as provided by the Seller to the Buyer.
1.3. “Guarantor” means that person (or persons), or entity, who agrees to be liable for the debts of the Buyer on a principal debtor basis.
1.4. “Goods” shall mean goods supplied or manufactured by the Seller for the Buyer (and where context so permits shall include any supply of Services as hereinafter defined) and are described on the invoices, quotation, work authorisation, Supply Specification or any other forms as provided by the Seller to the Buyer.
1.5. “Services” shall mean all services supplied by the Seller to the Buyer and includes any advice or recommendations (and where the context so permits shall include any supply of Goods as defined above).
1.6. “Price” shall mean the price payable for the Goods as agreed between the Seller and Buyer in accordance with clause 4 of this agreement.
1.7. “Supply Specification” means any written specification provided by the Buyer to the Seller for the supply of Goods under this agreement, including any quotation document issued by the Seller in respect of the Goods provided.
1.8. “Confidential Information” includes but is not limited to the following types of information that the Buyer may access, acquire, or be provided with during the course of the Buyer’s dealings with the Seller:
(a) all products, ideas, and concepts concerning the technology of the Seller;
(b) all financial information or other business information about the Seller and any of its divisions, customers, suppliers, products, or strategies;
(c) trade secrets, including but not limited to all processes, formulae, and technical information of the Seller; and
(d) research and development information, financial details and information, business plans, marketing plans and strategies, and any other information about the Seller, its business, its products, and services or plans.
2. Competition and Consumer Act 2010 (Cth) (“CCA”) and Fair Trading Acts (“FTA”)
2.1. Nothing in this agreement is intended to have the effect of contracting out of any applicable provisions of the CCA or the FTA in each State and Territories of Australia (or its equivalent), except to the extent permitted by those Acts where applicable.
3.1. Any instructions received by the Seller from the Buyer for the supply of Goods and/or the issue of a purchase order by the Buyer and/or the Buyer’s acceptance of Goods supplied by the Seller shall constitute acceptance of the terms and conditions contained herein.
3.2. Where more than one Buyer has entered into this agreement, the Buyers shall be jointly and severally liable for all payments of the Price.
3.3. Upon acceptance of these terms and conditions by the Buyer, the terms and conditions are binding and can only be amended with the written consent of the Seller in accordance with this agreement.
3.4. The Buyer shall give the Seller not less than seven (7) days prior written notice of any proposed change of ownership of the Buyer or any change in the Buyer’s name and/or any other change in the Buyer’s details (including but not limited to changes in the Buyer’s address, facsimile number or banking details). The Buyer shall be liable for and indemnify the Seller for any direct, special,
indirect or consequential loss howsoever caused (including by the negligence of the Seller) incurred by the Seller as a result of the Buyer’s failure to comply with this clause.
3.5. Goods are supplied by the Seller only on the terms and conditions of trade herein to the exclusion of anything to the contrary in the terms of the Buyer’s purchase order notwithstanding that any such order is placed on terms that purport to override these terms and conditions of trade.
3.6. None of the Seller’s agents or representatives are authorised to make any representations, statements, conditions, or agreements not expressed by the manufacturer of the Goods in writing nor is the Seller bound by any such unauthorised statements.
4. Price and Payment
4.1. At the Seller’s sole discretion the Price shall be either:
(a) as indicated on invoices provided by the Seller to the Buyer in respect of Goods supplied; or
(b) the Seller’s current price at the date of delivery of the Goods according to the Seller’s current Price List; or
(c) the Seller’s quoted Price (subject to clause 4.2) which shall be binding upon the Seller provided that the Buyer shall accept the Seller’s quotation in writing within thirty (30) days.
4.2. The Seller reserves the right to change the Price in the event of a variation to the Seller’s quotation, including but not limited to any variation to the Price as a result of an increase in the price of manufacture, cost of supplies, and materials, a fluctuation in exchange rates or duties, or rising freight costs.
4.3. At the Seller’s sole discretion a deposit may be required as specified on the Supplier Specification in relation to this agreement.
4.4. At the Seller’s sole discretion:
(a) payment shall be due on delivery of the Goods; or
(b) payment shall be due before delivery of the Goods; or
(c) payment for approved Buyers shall be made by instalments in accordance with the Supply Specification issued in relation to this agreement.
4.5. Time for payment for the Goods shall be of the essence and will be stated on the invoice or any other forms. If no time is stated then payment shall be due thirty (30) days following the date of the invoice.
4.6. Payment will be made by cash, or by cheque, or by bank cheque, or by credit card (plus a surcharge of up to three percent (3%) of the Price), or by direct credit, or by any other method as agreed to between the Buyer and the Seller on the Supply Specification in relation to this agreement.
4.7. GST and other taxes and duties that may be applicable shall be added to the Price except when they are expressly included in the Price.
4.8. All quoted Prices include standard packaging. Any special packaging shall be treated as a variation to the Price.
4.9. Any credit amount owing to the Buyer is non-transferable and shall not be refunded under any circumstances by the Seller to the Buyer, by way of cash, cheque, electronic, or other immediate or non immediate settlement means. Furthermore, any outstanding credit shall expire twelve (12) months after the date the credit was issued by the Seller to the Buyer in the event the credit has not been offset against other orders.
5. Delivery of Goods
5.1. At the Seller’s sole discretion delivery of Goods shall take place when:
(a) the Buyer takes possession of the goods at the Seller’s address; or
(b) the Buyer takes possession of the Goods at the Buyer’s nominated address (in the event that the Goods are delivered by the Seller or the Seller’s nominated carrier); or
(c) the Buyer’s nominated carrier takes possession of the Goods in which event the carrier shall be deemed to be the Buyer’s agent.
5.2. At the Seller’s sole discretion the costs of delivery are:
(a) in addition to the Price; or
(b) for the Buyer’s account.
5.3. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery. In the event that the Buyer is unable to take delivery of the Goods as arranged then the Seller shall be entitled to charge a reasonable fee for redelivery.
5.4. The Seller may deliver the Goods by separate installments. Each separate installment shall be invoiced and paid for in accordance with the provisions in these terms and conditions.
5.5. The failure of the Seller to deliver shall not entitle either party to treat this agreement as repudiated.
5.6. The Seller shall not be liable for any direct, special, indirect, or consequential loss or damage, howsoever caused (including by the negligence of the Seller) sustained by the Buyer due to failure by the Seller to deliver Goods (or any of them) promptly or at all, where due to circumstances beyond the control of the Seller or due to the Seller’s negligence.
6.1. The Buyer acknowledges that any delivery date, either stated or implied, is an estimate only, subject to availability of the Goods, and the Seller shall not be liable for any direct, special, indirect, or consequential loss, damage, or delay howsoever caused (including by the negligence of the Seller) occasioned by the Buyer arising from the non-availability or delayed-availability of
6.2. The Buyer acknowledges that the inclusions of certain Goods on Price lists, catalogues, advertising material and otherwise, or a verbal quotation or representation regarding Goods, does not mean that such Goods are items normally stocked by the Seller or that such Goods continue to be available from the manufacturer.
6.3. Where Goods have either been quoted by the Seller to the Buyer and/or Goods were present on a purchase order (indent or otherwise) submitted by the Buyer to the Seller and such Goods are no longer available from the manufacturer and/or such Goods are subject to delayed delivery from the manufacturer, the Seller shall be under no obligation to substitute the Goods with other Goods
(similar in description, application, or otherwise) at the same Price or any Price to make available for current or future delivery any Goods of similar or improved description or application at either the Price so ordered or any particular Price.
7. Buyer’s Disclaimer
7.1. The Buyer hereby disclaims any right to rescind or cancel the agreement or to sue for damages or to claim restitution arising out of any misrepresentation made to the Buyer by the Seller and the Buyer acknowledges that the Goods are purchased relying solely upon the Buyer’s skill and judgment.
8.1. If the Seller retains ownership of the Goods nonetheless, all risk for the Goods passes to the Buyer upon departure of the Goods from the Sellers premises. The Seller shall not be liable for any direct, special, indirect, or consequential loss or damage howsoever caused (including by the negligence of the Seller) incurred by the Buyer in connection with the Goods whilst in transit, caused by any event of any kind by any person (whether or not the Seller is legally responsible for the person who caused or contributed to such loss or damage).
8.2. If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Buyer, the Seller is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by the Seller is sufficient evidence of the Seller’s right to receive the insurance proceedings without the need for any person dealing with the Seller to make further enquiries.
9.1. The Seller and the Buyer agree that the ownership of the Goods shall not pass until:
(a) the Buyer has paid the Seller all amounts owing for the particular Goods; and
(b) the Buyer has met all other obligations due by the Buyer to the Seller in respect of all agreements between the Seller and the Buyer.
9.2. 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 and until then the Seller’s ownership to rights in respect of the Goods shall continue.
9.3. It is further agreed that:
(a) where practicable the Goods shall be kept separate and identifiable until the Seller shall have received payment and all other obligations of the Buyer are met; and
(b) until such time as ownership of the Goods shall pass from the Seller to the Buyer the Seller may give notice in writing to the Buyer to return the Goods or any of them to the Seller. Upon such notice, the rights of the Buyer to obtain ownership or any other interest in the Goods shall cease; and
(c) the Seller shall have the right of stopping the Goods in transit whether or not delivery has
been made; and
(d) if the Buyer fails to return the Goods to the Seller then the Seller or the Seller’s agent may enter upon and into land and premises owned, occupied by, used by the Buyer, or any premises as the invitee of the Buyer, where the Goods are situated and take possession of the Goods; and
(e) the Buyer is only a bailee of the Goods until such time as the Seller has received payment in full for the Goods then the Buyer shall hold any proceeds from the sale or disposal of Goods, up to and including the amount the Buyer owes to the Seller for the Goods, on trust for the Seller; and
(f) the Buyer shall not deal with the money of the Seller in any way which may be adverse to the Seller; and
(g) the Buyer shall not charge the Goods in any way nor grant nor otherwise give any interest in the Goods while they remain the property of the Seller; and
(h) the Seller can issue proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods may not have passed to the Buyer; and
(i) until such time that ownership in the Goods passes to the Buyer if the Goods are converted into other products, the parties agree that the Seller will be the owner of the end products.
10. Personal Property Securities Laws
10.1. The Seller and the Buyer agree that the terms and conditions of this agreement create a purchase money security interest in the Goods and the Buyer must do all things reasonably required by the Seller to register and perfect that interest under the terms of the Personal Property Securities Act 2009 (Cth) (PPSA) or otherwise.
10.2. If the Seller repossesses the Goods the Seller does not need to provide the Buyer with any notices under section 130 or 135 of the Property Securities Act 2009 (Cth
10.3. The Buyer will, at the Seller’s request, pay any or all of the Seller’s costs and expenses, on an indemnity basis related to registration and enforcement of any security interest related to the Goods under this agreement (including in relation to any security interest granted by a person guaranteeing the Buyer’s performance of these terms) or related to ensuring the payment of the
Seller’s overdue debt, commission, and fees payable to a collection agency, solicitor, or the like.
11.1. All specifications, drawings, and images, particulars of weight and dimensions, and other information will be supplied to the Seller by the Buyer in the Supply Specification prior to the supply of the Goods and the Seller shall not be liable for any direct special, indirect or consequential loss or damage howsoever caused (including by the negligence of the Seller) incurred by the Buyer resulting from any discrepancies (including minor discrepancies) between the Supply Specifications or any other specifications provided by the Buyer and the Goods.
11.2. The Buyer acknowledges that neither the Seller nor any person acting on the Seller’s behalf has made any representation or given any promise or undertaking not expressly set out in this agreement whether as to the fitness of the Goods for any particular purpose or any other application or matter.
11.3. Where the materials are provided by the Buyer in relation to the manufacture and supply of the Goods by the Seller, the Buyer acknowledges that neither the Seller nor any person acting on the Seller’s behalf has made any representation or given any promise, undertaking or manufacturer’s warranty as to the fitness of the materials used in the manufacture of the Goods for any particular purpose or any other application or matter and the Buyer accepts the Goods at its own risk.
12.1. The Buyer shall inspect the Goods on delivery and shall within seven (7) days of delivery (time being of the essence) notify the Seller of any alleged defects in writing, shortage in quantity, damage, or failure to comply with the description, invoice or Supply Specification. The Buyer shall afford the Seller an opportunity to inspect the Goods within thirty (30) days following delivery if the Buyer believes the Goods are defective in any way. If the Buyer fails to comply with these provisions the Goods shall be presumed to be free from any defect or damage. For defective Goods, which the Seller has agreed in writing that the Buyer is entitled to reject, the Seller’s liability is limited to either (at the Seller’s discretion) replacing the Goods or repairing the Goods except where the Buyer has acquired Goods as a consumer within the meaning of the CCA or FTA (or its equivalent) of the relevant state or territories of Australia and is therefore also entitled to, at the Buyer’s discretion either a refund of the purchase price of the Goods, or repair of the Goods, or replacement of the Goods.
12.2. Goods will not be accepted for return other than in accordance with 12.1 above.
12.3. The Seller is not liable at any time under or in relation to this agreement for any defect in the Goods resulting from any action or omission by the Buyer or any third party, including any failure to use the Goods in compliance with the Supply Specification.
13. Manufacturer’s Warranty
13.1. For Goods (including any materials) not manufactured by the Seller, the warranty shall be the current warranty (if any) provided by the manufacturer of the Goods. The Seller shall not be bound by nor responsible for any term, condition, representation, or warranty other than that which is given by the manufacturer of the Goods.
14. Intellectual Property
14.1. Where the Seller has designed, drawn or written Goods for the Buyer, then the copyright in those designs and drawings and documents shall remain vested in the Seller and shall only be used by the Buyer at the Seller’s discretion.
14.2. The Buyer warrants that all designs or instructions to the Seller will not cause the Seller to infringe any patent, registered design, or trademark in the execution of the Buyer’s purchase order, and the Buyer agrees to indemnity the Seller against any action taken by a third party against the Seller in respect of any such infringement.
15. Limitation of Liability
15.1. Subject to clause 13, the Seller is not liable under any circumstance, for any claim arising out of the suitability of the Goods or materials supplied by the Buyer used to manufacture the Goods.
15.2. To the extent permitted by the CCA and relevant state legislation, the sole obligation of the Seller under this agreement is to use its reasonable efforts to provide the products or to repair the products or repair or replace (at the Seller’s sole discretion) any part of a product which is found to be defective and in no event shall the Seller be liable for any other claims or damages including, but not limited to, claims for faulty design, negligent or misleading advice, damages arising from loss or use of the products, and any indirect, special or consequential damages or injury to any person (including personal injury), corporation or other entity.
15.3. If any products supplied pursuant to this agreement are supplied to the Buyer as a ‘consumer’ of Goods or services within the meaning of that term in the CCA as amended or similar state legislation, the Buyer will have the benefit of certain non-excludable rights and remedies in respect of the products or services and nothing in these terms and conditions excludes or restricts or modifies any condition, warranty, right or remedy which pursuant to the CCA or similar legislation is so conferred. However, if the product is a product not ordinarily acquired for personal, domestic, or household use or consumption pursuant to the CCA and similar provisions of relevant state legislation, the Seller limits its liability to the replacement of the Goods or the supply of equivalent Goods, repair of the Goods, payment of the costs of replacing the Goods or of acquiring equivalent Goods and payment of the costs of having the Goods repaired, or the re-supply of the services and payment of the cost of re-supply of the services (excluding the costs of materials).
15.4. Subject to clause 15.3 above, the Seller is not liable for default or failure in performance of its obligations pursuant to this agreement resulting directly or indirectly from acts of God, civil or military authority, acts of public enemy, war, accidents, fires, explosions, earthquakes, floods, the elements, strikes, labour disputes, shortage of suitable parts, components, materials, labour or transportation or any other cause beyond the reasonable control of the Seller.
15.5. Subject to clause 15.3 above, the Seller is not responsible for any loss caused by an error or defect in the products or errors or faults caused by the product supplied by any person.
15.6. The Buyer agrees the Seller is not liable to any third party for any loss including direct, special, indirect, or consequential loss howsoever caused (including by the negligence of the Seller) incurred by the Buyer or the third party arising as a result of the sale of the Goods by the Buyer to the third party.
16. Confidential Information
16.1. The Buyer agrees to keep the Confidential Information of the Seller confidential and to use such information only for the purposes of performance of their respective obligations under this agreement.
16.2. The Buyer must:
(a) not disclose any Confidential Information of the other party to anyone else except as permitted under this agreement; and
(b) limit the disclosure of the Confidential Information within its own organisation only to those of its officers and employees to whom such disclosure is strictly necessary for the purposes of this agreement and who have been made aware of its confidential nature and have agreed to keep the information confidential in accordance with the terms of this clause.
16.3. The obligations of confidentiality in clause 16.2 will not apply to information which:
(a) is generally available in the public domain except where such availability is as a result of a breach of this agreement;
(b) was known prior to the disclosure of the information by the Buyer; or
(c) is required to be disclosed by an applicable law or court order.
16.4. The obligations imposed under this clause will survive the termination of this agreement.
16.5. Nothing in this clause limits the Seller’s right to seek a remedy in equity for the breach of confidentiality.
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 eight and one-half percent (8.5%) 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. The Buyer agrees that the interest charges and the additional amounts represent a genuine pre-estimate of the Seller’s losses, damages, costs, and expenses in respect of the Buyer failing to pay overdue invoices.
17.2. In the event that the Buyer’s payment is dishonoured for any reason the Buyer shall be liable for any dishonour fees incurred by the Seller.
17.3. If the Buyer defaults in payment of any invoice when due, the Buyer shall indemnify the Seller from and against all costs and disbursements incurred by the Seller in pursuing the debt including legal costs on a solicitor and own client basis and the Seller’s collection agency costs.
17.4. Without prejudice to any other remedies the Seller may have, if at any time the Buyer is in breach of any obligation (including those related to payment), the Seller may suspend or terminate the supply of Goods to the Buyer and any of its other obligations under this agreement. The Seller will not be liable to the Buyer for any loss or damage the Buyer suffers because the Seller has exercised its rights under this clause.
17.5. If any account remains overdue after thirty (30) days then an amount of the greater of twenty dollars ($20.00) or ten percent (10%) of the amount overdue (up to a maximum of three hundred dollars ($300.00) shall be levied for administration fees which sum shall become immediately due and payable.
17.6. Without prejudice to the Seller’s other remedies at law, the Seller shall be entitled to cancel all or any party of any purchase order of the Buyer which remains unfulfilled and all amounts owing to the Seller shall, whether or not due for payment, become immediately payable in the event that:
(a) any money payable to the Seller becomes overdue, or in the Seller’s opinion the Buyer will be unable to meet its payments as they fall due; or
(b) the Buyer becomes insolvent, convenes a meeting with its creditors or proposes to enter 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 Buyer or any asset of the Buyer.
18. Security and Charge
18.1. Despite anything to the contrary contained herein or any other rights which the Seller may have, however:
(a) where the Buyer and/or the Guarantor (if any) is the owner of the land, realty, or any other asset capable of being charged, both the Buyer and/or the Guarantor agree to mortgage and/or charge all of their joint and/or several interest in the said land, realty or any other asset to the Seller or the Seller’s nominee to secure all amounts and other monetary obligations payable under these terms and conditions. The Buyer and/or the Guarantor acknowledge and agree that the Seller (or the Seller’s nominee) shall be entitled to lodge where appropriate a caveat, which caveat shall be withdrawn once all payments and other monetary obligations payable hereunder have been met.
(b) should the Seller elect to proceed in any manner in accordance with this cause and/or its sub-clauses, the Buyer and/or the Guarantor shall indemnify the Seller from and against all the Seller’s costs and disbursements including legal costs on a solicitor and own client basis.
(c) The Buyer and/or Guarantor (if any) agree to irrevocably nominate, constitute and appoint the Seller or the Seller’s nominee as the Buyer’s and/or Guarantor’s true and lawful attorney to perform all necessary acts to give effect to the provisions of this clause 18.1.
19.1. 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 Buyer. On giving such notice, the Seller shall repay to the Buyer any sums paid in respect of the Price. The Seller shall not be liable to any loss of damage arising from such cancellation.
19.2. In the event that the Buyer cancels delivery of Goods, the Buyer shall be liable for any loss incurred by the Seller (including, but not limited to, any loss of profits) up to the time of cancellation.
20.1. Any party may at any time during the term of the agreement propose to the other party any variation to the Goods or Supply Specification by giving 7 days written notice.
20.2. The party proposing any variation must specify details of the variation in writing.
20.3. The Seller must promptly notify the Buyer of:
(a) The Price payable by the Buyer for Services performed up to and including the date of the variation request;
(b) any increase in the Price;
(c) delay in delivery of Goods, assessed by the Seller in, or in response to, any variation notice.
20.4. Any variation agreed under this provision must be effected in writing created and executed by both parties including in an amended or new Supply Specification.
20.5. Each party must continue to perform this agreement in compliance with its then current provisions, in the event of any failure by the parties to agree to any variation proposal or variation document.
21. Privacy Act 1988 (Cth)
21.1. The Buyer and/or the Guarantor/s agree for the Seller to obtain from a credit reporting agency a credit report containing personal credit information about the Buyer and Guarantor/s in relation to credit provided by the Seller.
21.2. The Buyer and/or the Guarantor/s agree that the Seller may exchange information about the Buyer and the Guarantor/s with those credit providers whether named as trade referees by the Buyer or named in a consumer credit report issued by a credit reporting agency for the following purposes:
(a) to assess an application by Buyer; and/or
(b) to notify other credit providers of a default by the Buyer; and/or
(c) to exchange information with other credit providers as to the status of this credit account, where the Buyer is in default with other credit providers; and/or
(d) to assess the credit worthiness of the Buyer and/or Guarantor/s. 21.3. The Buyer consents to the Seller being given a consumer credit report to collect overdue payment on commercial credit (section 18K(1)(h) Privacy Act 1988 (Cth)).
21.4. The Buyer agrees that personal credit information provided may be used and retained by the Seller for the following purposes and for other purposes as shall be agreed between the Buyer and Seller or required by law from time to time:
(a) provision of Goods; and/or
(b) marketing of Goods by the Seller, its agents or distributors in relation to the Goods; and/or
(c) analysing, verifying, and/or checking the Buyer’s credit, payment and/or status in relation to provision of Goods; and/or
(d) processing of any payment instructions, direct debit facilities, and/or credit facilities requested by Buyer; and/or
(e) enabling the daily operation of Buyer’s account and/or the collection of amounts outstanding in the Buyer’s account in relation to the Goods.
21.5. The Seller may give information about the Buyer to a credit reporting agency for the following
(a) to obtain a consumer credit report about the Buyer; and/or
(b) allow the credit reporting agency to create or maintain a credit information file containing information about the Buyer.
22.1. If any provision of these terms and conditions shall be invalid, void, illegal, or unenforceable, the validity, existence, legality, and enforceability of the remaining provisions shall not be affected, prejudiced, or impaired.
22.2. These terms and conditions and any contract to which they apply shall be governed by the laws of New South Wales and are subject to the jurisdiction of the courts of New South Wales.
22.3. The Seller shall be under no liability whatsoever to the Buyer for any direct losses and/or expense (including loss of profit) suffered by the Buyer arising out of a breach by the Seller of these terms and conditions, including the Seller’s negligence.
22.4. In the event of any breach of this contract by the Seller, the remedies of the Buyer shall be limited to damages which under no circumstances shall exceed the Price of the Goods.
22.5. The Buyer shall not be entitled to set off against or deduct from the Price any sums owed or claimed to be owed to the Buyer by the Seller.
22.6. The Seller may license, assign or sub-contract all or any part of its rights and obligations without the Buyer’s consent.
22.7. The Buyer agrees that the Seller may review these terms and conditions at any time. If following any such review, there is to be any change to these terms and conditions, then that change will take effect in accordance with clause 20 of this agreement.
22.8. 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 events beyond the reasonable control of either party.
22.9. The failure by the Seller to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect the Seller’s right to subsequently enforce that provision.