IN CONSIDERATION of Faschi Pty Ltd trading as Cabinet Systems ABN 67 064 916 712 ACN 064 916 712 (hereinafter referred to as “the Supplier”) providing commercial credit facilities to the party completing the application (hereinafter referred to as “the Customer”) annexed to these conditions:

(i)       The Customer acknowledges and agrees that the following applies to and forms part of any contract for the supply of Goods and/or Services by the Supplier and that these General Terms and Conditions take precedence over any terms and conditions which may be contained in any document provided by the Customer. Any request from the Customer to the Supplier for the supply of Goods and / or Services shall constitute acceptance of these general terms and conditions.

(ii)      The Customer acknowledges that where the Customer consists of more than one party or entity, liability shall be joint and several.

(iii)     These terms and conditions, including any Credit Limits set by the Supplier, are effective from the date of acceptance by the Customer and may be amended or superseded from time to time by notice given by the Supplier by any means. Unless or except specifically excluded herein, the Supplier and the Customer retain any rights and remedies available to them in any prior or pre-existing agreement.

(iv)     “Goods” and/or “Collateral” shall mean all goods and/or services supplied by the Supplier to the Customer, or ordered by the Customer but not yet supplied, and includes goods and/or services described on any quotation, invoice, purchase order or any other document including any recommendations and advice and over which the Supplier may intend to register a Security Interest. “Price” shall mean the cost of the Goods as referred to in the Supplier’s price lists, prepared quotes & / or specific arrangements and shall be subject to change from time to time without notice.

1. Privacy

1.1 The Customer agrees for the Supplier 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 Customer in relation to credit provided by the Supplier. 

1.2 The Customer agrees that the Supplier may exchange information about the Customer with those credit providers and with related body corporates for the following purposes:

(a) to assess an application by the Customer; and/or

(b) to notify other credit providers of a default by the Customer; and/or

(c) to exchange information with other credit providers as to the status of this credit account, where the Customer is in default with other credit providers; and/or

(d) to assess the creditworthiness of the Customer including the Customer’s repayment history in the preceding two (2) years.

1.3 The Customer consents to the Supplier being given a consumer credit report to collect overdue payment on commercial credit.

1.4 The Customer agrees that personal credit information provided may be used and retained by the Supplier for the following purposes (and for other agreed purposes or required by):

(a) the provision of Goods & Services; and/or

(b) analysing, verifying and/or checking the Customer’s credit, payment and/or status in relation to the provision of Goods & Services; and/or

(c) processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Customer; and/or

(d) enabling the collection of amounts outstanding in relation to the Goods & Services.

1.5 The Supplier may give information about the Customer to a CRB for the following purposes:

(a) to obtain a commercial & or consumer credit report. 

(b) allow the CRB to create or maintain a credit information file about the Customer including credit history.

1.6 The information given to the CRB may include:

(a) personal information as outlined in 1.1 above.

(b) name of the credit provider and that the Supplier is a current credit provider to the Customer.

(c) whether the credit provider is a licensee.

(d) type of consumer credit.

(e) details concerning the Customer’s application for consumer or commercial credit (e.g., date of commencement/termination of the credit account and the amount requested).

(f) advice of commercial & or 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 Customer no longer has any overdue accounts and the Supplier has been paid or otherwise discharged and all details surrounding that discharge (e.g. dates of payments);

(g) information that, in the opinion of the Supplier, the Customer has committed a serious credit infringement.

(h) advice that the amount of the Customer’s overdue payment is equal to or more than one hundred and fifty dollars ($150).

1.7 The Customer shall have the right to request (by e-mail) from the Supplier:

(a) a copy of the information about the Customer retained by the Supplier and the right to request that the Supplier correct any incorrect information; and (b) that the Supplier does not disclose any personal information about the Customer for the purpose of direct marketing.

1.8 The Supplier will destroy personal information upon the Customer’s request (by e-mail) or if it is no longer required unless it is required to fulfil the obligations of this contract or is required to be maintained and/or stored in accordance with the law. 

1.9 The Customer can make a privacy complaint by contacting the Supplier via e-mail. The Supplier will respond to that complaint within seven (7) days of receipt and will take all reasonable steps to decide as to the complaint within thirty (30) days of receipt of the complaint. If the Customer is not satisfied with the resolution provided, the Customer can make a complaint to the Information Commissioner at www.oaic.gov.au.

2. Personal Property Securities Act (2009)

2.1 In this clause financing statement, financing change statement, security agreement, and security interest has the meaning given to it by the PPSA.

2.2 Upon assenting to these terms and conditions in writing the Customer acknowledges and agrees that these terms and conditions constitute a security agreement for the purposes of the PPSA and creates a security interest in all Materials and/or collateral (account) – being a monetary obligation of the Customer to the Supplier for Works – that have previously been supplied and that will be supplied in the future by the Supplier to the Customer.

2.3 The Customer undertakes to:

(a) promptly sign any further documents and/or provide any further information (such information to be complete, accurate and up to date in

all respects) which the Supplier may reasonably require to:

(i) register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities Register. 

(ii) register any other document required to be registered by the PPSA; or

(iii) correct a defect in a statement referred to in clause 2.3(a)(i) or 2.3(a)(ii).

(b) indemnify, and upon demand reimburse, the Supplier 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 Materials charged thereby.

(c) not register a financing change statement in respect of a security interest without the prior written consent of the Supplier. 

(d) not register, or permit to be registered, a financing statement or a financing change statement in relation to the Materials and/or collateral

(account) in favour of a third party without the prior written consent of the Supplier.

(e) immediately advise the Supplier of any material change in its business practices of selling the Materials which would result in a change in the  proceeds derived from such sales.

2.4 The Supplier and the Customer agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these terms & conditions.

2.5 The Customer hereby waives its rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.

2.6 The Customer waives its rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.

2.7 Unless agreed to in writing by the Supplier, the Customer waives its right to receive a verification statement in accordance with section 157 of the PPSA.

2.8 The Customer shall unconditionally ratify actions taken by the Supplier under clauses 2.3 to 2.5.

2.9 Subject to any express provisions to the contrary (including those contained in this clause 1) nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the PPSA.

3. Price and Payment

3.1 At the Supplier's sole discretion the Price shall be:

(a) as indicated on invoices provided by the Supplier to the Customer in respect of Works performed or Materials supplied; or

(b) the Supplier's quoted Price (subject to clause 3.2) which shall be binding upon the Supplier provided that the Customer shall accept the Supplier's quotation in writing within thirty (30) days of the date of the quotation; or

3.2 The Supplier reserves the right to change the Price:

(a) If a variation to the Materials which are to be supplied is requested; or

(b) if a variation to the Works originally scheduled (including any applicable plans or specifications) is requested; or

(c) In the event of increases to the Supplier in the cost of Labour or Materials which are beyond the Supplier's control.

3.3 At the Supplier’s sole discretion a non-refundable deposit may be requested.

3.4 Variations will be charged for based on the Supplier's quotation, and will be detailed in writing, and shown as variations on the Supplier's invoice. The Customer shall be required to respond to any variation submitted by the Supplier within ten (10) working days. Failure to do so will entitle the Supplier 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.

3.5 Time for payment for the Works being of the essence, the Price will be payable by the Customer on the date/s determined by the Supplier, which may be:

(a) upon placement of order and before delivery; or

(b) on completion of the Works; or

(c) by way of progress payments on significant works as determined by the Supplier in accordance with the Supplier's specified progress 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; or

(d) seven (7) days following the date of invoice given to the Customer by the Supplier or posted to the Customer's address or address for notices.

(e) Alternate payment terms upon approval by the supplier only.

3.6 Preferred method of payment is to be by, electronic/on-line banking,

3.7 Credit/debit card payments only accepted by prior arrangement (1.5% surcharge may apply per transaction) or by any other method as agreed to between the Customer and the Supplier.

3.8 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 Supplier nor to withhold payment of any invoice because part of that invoice is in dispute.

3.9 Unless otherwise stated the Price does not include GST. In addition to the Price, the Customer must pay to the Supplier an amount equal to any GST the Supplier must pay for any supply by the Supplier under this or any other contract for the sale of the Materials. 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.

4. Default and Consequences of Default

4.1. Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of 2.0% per calendar month and interest shall compound monthly at such a rate after as well as before any judgment.

4.2 If the Customer owes the Supplier any money the Customer shall indemnify the Supplier from and against all costs and disbursements incurred by the Supplier in recovering the debt (including but not limited to internal administration fees, collection agent commission charges, legal costs on a solicitor and own Customer basis, the Supplier's contract default fee, and bank dishonour fees).

4.3 Further to any other rights or remedies the Supplier may have under this contract, if a Customer has made payment to the Supplier, 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 Supplier under this clause 4 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Customer's obligations under this contract.

4.4 The Supplier reserves the right to suspend or withdraw credit facilities and/or terminate supply at any time without notice.

4.5 Without prejudice to the Supplier's other remedies at law the Supplier shall be entitled to cancel all or any part of any order of the Customer which remains unfulfilled and all amounts owing to the Supplier shall, whether due for payment, become immediately payable if:

(a) any money payable to the Supplier becomes overdue, or in the Supplier's opinion the Customer will be unable to make a payment when it falls due;

(b) the Customer has exceeded any applicable credit limit provided by the Supplier;

(c) the Customer becomes insolvent or bankrupt, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or

(d) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.

5. Security and Charge

5.1 In consideration of the Supplier agreeing to provide services and or supply of Materials, the Customer charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Customer either now or in the future, to secure the performance by the Customer of its obligations under these terms and conditions (including, but not limited to, the payment of any money).

5.2 The Customer indemnifies the Supplier from and against all the Supplier's costs and disbursements including legal costs on a solicitor and own Customer basis incurred in exercising the Supplier's rights under this clause.

5.3 The Customer irrevocably appoints the Supplier and each director of the Supplier as the Customer's true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 5 including, but not limited to, signing any document on the Customer's behalf.

6. Title

6.1 The Supplier and the Customer agree that ownership of the Materials shall not pass until:

(a) the Customer has paid the Supplier all amounts owing to the Supplier; and

(b) the Customer has met all its other obligations to the Supplier.

6.2 .Receipt by the Supplier 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 recognized.

6.3 It is further agreed that until ownership of the Materials passes to the Customer in accordance with clause 6.1:

(a) the Customer is only a bailee of the Materials and unless the Materials have become fixtures must return the Materials to the Supplier on request.

(b) the Customer holds the benefit of the Customer's insurance of the Materials on trust for the Supplier and must pay to the Supplier the proceeds of any insurance in the event of the Materials being lost, damaged or destroyed.

(c) the production of these terms and conditions by the Supplier shall be sufficient evidence of the Supplier's rights to receive the insurance proceeds direct from the insurer without the need for any person dealing with the Supplier to make further enquiries.

(d) the Customer must not sell, dispose, or otherwise part with possession of the Materials other than in the ordinary course of business and for market value. If the Customer sells, disposes or parts with possession of the Materials then the Customer must hold the proceeds of any such act on trust for the Supplier and must pay or deliver the proceeds to the Supplier on demand.

(e) the Customer should not convert or process the Materials or intermix them with other goods but if the Customer does so then the Customer holds the resulting product on trust for the benefit of the Supplier and must sell, dispose of or return the resulting product to the Supplier as it so directs.

(f) unless the Materials have become fixtures the Customer irrevocably authorises the Supplier to enter any premises where the Supplier believes the Materials are kept and recover possession of the Materials.

(g) the Supplier may recover possession of any Materials in transit whether delivery has occurred.

(h) the Customer shall not charge or grant an encumbrance over the Materials nor grant nor otherwise give away any interest in the Materials while they remain the property of the Supplier.

(i) the Supplier may commence actions to recover the Price of Materials sold notwithstanding that ownership of the Materials has not passed to the Customer.

7. Risk

7.1 If the Supplier retains ownership of the Materials under clause 6 then:

(a) where the Supplier is supplying Materials only, all risk for the Materials shall immediately pass to the Customer on delivery and the Customer must insure the Materials on or before delivery. Delivery of the Materials shall be deemed to have taken place immediately at the time that either;

(i) the Customer or the Customer's nominated carrier takes possession of the Materials at the Supplier's address; or

(ii) the Materials are delivered by the Supplier or the Supplier's nominated carrier to the Customer's nominated delivery address (even if the Customer is not present at the address).

(b) where the Supplier is to both supply and install Materials then the Supplier shall maintain a contract works insurance policy until the works are completed. Upon completion of the Works all risk for the Works shall immediately pass to the Customer.

7.2 Notwithstanding the provisions of clause 7.1 if the Customer specifically requests the Supplier to leave Materials outside the Supplier's premises for collection or to deliver the Materials to an unattended location then such materials shall always be left at sole risk of the Customer, It shall be the Customer's responsibility to ensure the Materials are insured adequately or at all. If such Materials are lost, damaged, or destroyed then replacement of the Materials shall be at the Customer's expense.

7.3 In conjunction with the provisions of clause 7.2 the Customer authorizes the Supplier right to claim insurance monies direct from the Customer’s insurer.

7.4 The plans, specifications (including CAD plans) and other information provided by the Customer to the Supplier are accurate. The Customer acknowledges and agrees that if any plans, specifications (including CAD plans) or information provided by the Customer are inaccurate:

(a) the Supplier accepts no responsibility or liability for any loss, damage, or costs however resulting from these inaccurate plans, specifications, or other information.

(b) the Supplier is entitled to suspend or terminate the supply of Materials or Works to the Customer if there is a material change to the scope of Works because of inaccurate plans, specifications, or other information.

(c) the Customer shall be liable for the Supplier's costs of de-mobilisation or re-mobilisation of any plant, equipment, or staff to or from the site, upon the re-commencement of the Works at the site, if applicable; and

(d) the Supplier will not be liable to the Customer for any loss or damage the Customer suffers because the Supplier has exercised its rights under this clause.

7.5 The Supplier shall not be liable whatsoever for any loss or damage to the Works (including, but not limited to, painted surfaces) that is caused by any other tradesmen.

7.6 Where the Customer has supplied materials for the Supplier to complete the Works, the Customer acknowledges and accepts responsibility for the suitability of purpose, quality, and any faults inherent in the materials. The Supplier shall not be responsible for any defects in the materials, any loss or damage to the Works (or any part thereof), howsoever arising from the use of materials supplied by the Customer.

8. Delivery

8.1 The delivery date and time quoted are an estimate only and the Supplier shall not be liable for any loss or damage, including consequential loss or damage, arising from delay in delivery or failure to deliver Goods, either whole or in part, due to circumstances beyond its control.

8.2 Delivery of the Goods is taken to occur at the time that:

a) the Customer or the Customer’s nominated carrier takes possession of the Goods at the Supplier’s address; or

b) the Supplier (or the Supplier’s nominated carrier) delivers & or installs the Goods to the Customer’s nominated address even if the Customer is not present at the address.

8.3 The cost of the delivery and installation is included in the price as quoted.

8.4 The cost of delivery and installation outside of the Suppliers delivery zone is in addition to the price as quoted.

8.5 The cost of re-delivery for any reason and subsequent storage thereof is at the Customer’s expense.

8.6 The Customer is to notify the Supplier of any Defects within 30 days of delivery and installation.

9. Cancellation

9.1 Without prejudice to any other remedies the Supplier may have, if at any time the Customer is in breach of any obligation (including those relating to payment) under these terms and conditions the Supplier may suspend or terminate the supply of Works to the Customer. The Supplier will not be liable to the Customer for any loss or damage the Customer suffers because the Supplier has exercised its rights under this clause.

9.2 The Supplier may cancel any contract to which these terms and conditions apply or cancel delivery of Works at any time before the Works are commenced by giving written notice to the Customer. On giving such notice the Supplier shall repay to the Customer any sums paid in respect of the Price, less any amounts owing by the Customer to the Supplier for Works already performed. The Supplier shall not be liable for any loss or damage whatsoever arising from such cancellation.

9.3 In the event that the Customer cancels the delivery of Works the Customer shall be liable for any and all loss incurred (whether direct or indirect) by the Supplier as a direct result of the cancellation (including, but not limited to, any loss of profits).

9.4 Cancellation of orders for Materials made to the Customer’s specifications, or for non-stocklist items, will definitely not be accepted once production has commenced, or an order has been placed.  

10. Intellectual Property

10.1 The Customer warrants that all designs, specifications or instructions given to the Supplier will not cause the Supplier to infringe any patent, registered design or trademark in the execution of the Customer's order and the Customer agrees to indemnify the Supplier against any action taken by a third party against the Supplier in respect of any such infringement.

10.2 Where the Supplier has designed, drawn or developed personal property for the Customer, then the copyright in any designs and drawings and documents shall remain the property of the Supplier. Under no circumstances may such designs, drawings and documents be used without the express written approval of the Supplier. 

10.3 The Customer agrees that the Supplier may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs, drawings, plans or products which the Supplier has created for the Customer.

11. Building and Construction Industry Security of Payments Act 2009

11.1 At the Supplier's sole discretion, if there are any disputes or claims for unpaid Materials and/or Works then the provisions of the Building and Construction Industry Security of Payments Act 2009 may apply.

11.2 Nothing in this contract is intended to have the effect of contracting out of any applicable provisions of the Building and Construction Industry Security of Payments Act 2009 of South Australia, except to the extent permitted by the Act where applicable.

12. Jurisdiction

12.1 This agreement shall be construed in accordance with laws of the State of South Australia and, where applicable the Commonwealth of Australia and the Customer submits to the non-exclusive jurisdiction of the Victor Harbor or Adelaide courts in South Australia.

12.2 The Supplier shall have exclusive right to nominate the Court in which any legal action is to be commenced and conducted.

13. Acceptance

13.1 The Customer is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Customer places an order for or accepts delivery of any Works.

13.2 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 contract between the Customer and the Supplier.

13.3 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.

14. Change in Control

14.1 The Customer shall give the Supplier not less than fourteen (14) days prior written notice of any proposed change of ownership of the Customer and/or any other change in the Customer's details (including but not limited to, changes in the Customer's name, address, contact phone or fax number/s, change of trustees or business practice). The Customer shall be liable for any loss incurred by the Supplier as a result of the Customer's failure to comply with this clause.

15. Provision of the Works

15.1 Subject to clause 15.2 it is the Supplier's responsibility to ensure that the Works start as soon as it is reasonably possible.

15.2.The Works' commencement date will be put back and/or the completion date extended by whatever time is reasonable in the event that the Supplier claims an extension of time (by giving the Customer written notice) where completion is delayed by an event beyond the Supplier's control, including but not limited to any failure by the Customer to:

(a) make a selection; or

(b) have the site ready for the Works; or

(c) notify the Supplier that the site is ready.

16. Access

The Customer shall ensure that the Supplier always has clear and free access to the site to enable them to undertake the Works. The Supplier shall not be liable for any loss or damage to the site unless due to the negligence of the Supplier.

17. Compliance with Laws

17.1 The Customer and the Supplier shall comply with the provisions of all statutes, regulations and by laws of government, local and other public authorities that may be applicable to the Works, including, but not limited to, applicable Civil Contracting Codes.

17.2 The Customer shall obtain (at the expense of the Customer) all licenses and approvals that may be required for the Works.

17.3 The Customer agrees that the site will comply with any work health and safety (WHS) Construction Work Code of Practice (March 2015)

18. Service of Notices

18.1 Any written notice given under this contract shall be deemed to have been given and received:

(a) by handing the notice to the other party, in person.

(b) by leaving it at the address of the other party as stated in this contract.

(c) by sending it by registered post to the address of the other party as stated in this contract.

(d) 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.

(e) if sent by email to the other party's last known email address.

19. Trusts

19.1 If the Customer at any time upon or subsequent to entering into the contract is acting in the capacity of trustee of any trust ("Trust") then whether or not the Supplier may have notice of the Trust, the Customer covenants with the Supplier as follows:

(a) the contract extends to all rights of indemnity which the Customer now or subsequently may have against the Trust and the trust fund.

(b) the Customer has full and complete power and authority under the Trust to enter the contract and the provisions of the Trust do not purport to exclude or take away the right of indemnity of the Customer against the Trust or the trust fund. The Customer 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.

(c) the Customer will not without consent in writing of the Supplier (the Supplier will not unreasonably withhold consent), cause, permit, or suffer to happen any of the following events.

(i) the removal, replacement or retirement of the Customer as trustee of the Trust.

(ii) any alteration to or variation of the terms of the Trust.

(iii) any advancement or distribution of capital of the Trust; or

(iv) any resettlement of the trust property.

20. Force Majeure

Neither party shall be liable for any default due to any act of God, war, terrorism, pandemic, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.

21. General

21.1 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.

21.2 Subject to clause 14, the Supplier 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 Supplier of these terms and conditions (alternatively the Supplier's liability shall be limited to damages which under no circumstances shall exceed the Price of the Works).

21.3 The Supplier may licence and/or assign all or any part of its rights and/or obligations under this contract without the Customer's consent.

21.4 The Customer cannot licence or assign without the written approval of the Supplier.

21.5 The Customer must within (30) thirty days of completion of works notify the Supplier in writing of any evident defect/damage, or failure to comply with the description or quote. The Customer must notify any other alleged defect in the Services as soon as reasonably possible after any such defect becomes evident. Upon such notification, the Customer must allow the Supplier to inspect the completed works / services provided.

21.6 The Supplier may in its absolute discretion accept non-defective Goods for return in which case the Supplier may require the Customer to pay a re-stocking fee of up to twenty five percent (25%) of the value of the returned Goods plus any freight costs.

21.7 The Supplier 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 Customer agrees and understands that they have no authority to give any instruction to any of the Supplier’s sub-contractors without the authority of the Supplier.

21.8 The Customer agrees that the Supplier may amend these terms and conditions by notifying the Customer in writing. These changes shall be deemed to take effect from the date on which the Customer accepts such changes, or otherwise at such time as the Customer makes a further request for the Supplier to provide Works to the Customer.

21.9 Both parties warrant that they have the power to enter into this contract and have obtained all necessary authorisations to allow them to do so, they are not insolvent and that this contract creates binding and valid legal obligations on them.

21.10 The Supplier shall have public liability insurance of at least $5m. It is the Customer’s responsibility to ensure they are similarly insured.