1.1 “KGS” means KGS & Sons Pty Ltd ATF KGS & Sons Family Trust T/A Karratha Glass Service, its successors and assigns or any person acting on behalf of and with the authority of KGS & Sons Pty Ltd ATF KGS & Sons Family Trust T/A Karratha Glass Service.
1.2 “Customer” means the person/s buying the Goods as specified in any invoice, document or order, and if there is more than one Customer is a reference to each Customer jointly and severally.
1.3 “Goods” means all Goods or Services supplied by KGS to the Customer at the Customer’s request from time to time (where the context so permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other).
1.4 “Price” means the Price payable for the Goods as agreed between KGS and the Customer in accordance with clause 5 below.
2.1 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 the Goods.
2.2 These terms and conditions may only be amended with KGS’s consent in writing and shall prevail to the extent of any inconsistency with any other document or agreement between the Customer and KGS.
2.3 In the event that the Goods and/or Services provided by KGS are the subject of an insurance claim that the Customer has made, then the Customer shall be responsible for the payment of any monies payable to the insurance company and agrees to honour their obligation for payment for such transactions invoiced by KGS and shall ensure payment is made by the due date irrespective of whether the insurance claim is successful.
2.4 Where the Customer requesting or organising KGS to provide Services is acting with or on behalf of any third party and that third party is intended to be responsible for the payment (or any part thereof) of the Price then in the event that the third party does not pay for the Services when due, the Customer acknowledges that they shall be liable for the payment of the Price as if they had contracted the Services on their own behalf.
3. Electronic Transactions Act 2003
3.1 Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 9 of the Electronic Transactions Act 2003 or any other applicable provisions of that Act or any Regulations referred to in that Act.
4. Change in Control
4.1 The Customer shall give KGS 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, or business practice). The Customer shall be liable for any loss incurred by KGS as a result of the Customer’s failure to comply with this clause.
5. Price and Payment
5.1 At KGS’s sole discretion the Price shall be either:
(a) as indicated on any invoice provided by KGS to the Customer; or
(b) KGS’s quoted price (subject to clause 5.2) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days.
5.2 KGS reserves the right to change the Price:
(a) if a variation to the Goods which are to be supplied is requested; or
(b) if a variation to the Services originally scheduled (including any applicable plans or specifications) is requested; or
(c) where additional Services are required due to the discovery of hidden or unidentifiable difficulties (including, but not limited to, poor weather conditions, limitations to accessing the site, availability of machinery, safety considerations, prerequisite work by any third party not being completed, obscured building defects, structural issues, change of design etc) which are only discovered on commencement of the Services; or
(d) in the event of increases to KGS in the cost of labour or which are beyond KGS’s control.
5.3 Any Price given that includes working from scale drawings are subject to the final measurements taken from the worksite. The Price charged will be based on actual measurements supplied and/or glazed/fitted by KGS.
5.4 At KGS’s sole discretion a deposit may be required.
5.5 Time for payment for the Goods being of the essence, the Price will be payable by the Customer on the date/s determined by KGS, which may be:
(a) on delivery of the Goods;
(b) by way of instalments/progress payments in accordance with KGS’s payment schedule;
(c) thirty (30) days following the end of the month in which a statement is posted to the Customer’s address or address for notices;
(d) the date specified on any invoice or other form as being the date for payment; or
(e) failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Customer by KGS.
5.6 Payment may be made by cash, electronic/on-line banking, VISA, MasterCard or by any other method as agreed to between the Customer and KGS.
5.7 Unless otherwise stated the Price does not include GST. In addition to the Price the Customer must pay to KGS an amount equal to any GST KGS must pay for any supply by KGS under this or any other agreement for the sale of the Goods. 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.
6. Delivery of Goods
6.1 Delivery (“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 KGS’s address; or
(b) KGS (or KGS’s nominated carrier) delivers the Goods to the Customer’s nominated address even if the Customer is not present at the address.
6.2 At KGS’s sole discretion the cost of delivery is in addition to the Price.
6.3 The Customer must take delivery by receipt or collection of the Goods whenever they are tendered for delivery. In the event that the Customer is unable to take delivery of the Goods as arranged then KGS shall be entitled to charge a reasonable fee for redelivery and/or storage.
6.4 KGS 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.
6.5 Subject to clause 6.6 it is KGS’s responsibility to ensure that the Services start as soon as it is reasonably possible.
6.6 The Services commencement date will be put back and/or the completion date extended by whatever time is reasonable in the event that KGS claims an extension of time (by giving the Customer written notice) where completion is delayed by an event beyond KGS’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 Services; or
(c) notify KGS that the site is ready.
6.7 Any time or date given by KGS to the Customer is an estimate only. The Customer must still accept delivery of the Goods even if late and KGS will not be liable for any loss or damage incurred by the Customer as a result of the delivery being late.
7.1 Risk of damage to or loss of the Goods passes to the Customer on Delivery and the Customer must insure the Goods on or before Delivery.
7.2 If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Customer, KGS is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by KGS is sufficient evidence of KGS’s rights to receive the insurance proceeds without the need for any person dealing with KGS to make further enquiries.
7.3 If the Customer requests KGS to leave Goods outside KGS’s premises for collection or to deliver the Goods to an unattended location then such Goods shall be left at the Customer’s sole risk.
7.4 The Customer acknowledges that Goods (including but not limited to paint, timber, granite, tiles & concrete) supplied may
(a) exhibit variations in shade, colour, texture, surface, finish, markings and may contain natural fissures, occlusions, lines, indentations and may fade or change colour over time; and
(b) expand, contract or distort as a result of exposure to heat, cold, weather; and
(c) mark or stain if exposed to certain substances; and
(d) be damaged or disfigured by impact or scratching.
7.5 While every effort will be taken by KGS to match colour or grain of product, KGS will take no responsibility for any variation of grain of timber, granite and other natural products between sale samples and the final product.
7.6 Where KGS is required to install the Goods the Customer warrants that the structure of the premises or equipment in or upon which these Goods are to be installed or erected is sound and will sustain the installation and work incidental thereto and KGS shall not be liable for any claims, demands, losses, damages, costs and expenses howsoever caused or arising in connection with the installation and work incidental thereto.
7.7 Where the contract does not include installation of Goods by KGS, KGS shall not be liable for any defect or damage resulting from incorrect or faulty installation.
7.8 Whilst every care shall be taken by KGS, any damage or breakage to the Customer’s existing glass during Services by KGS shall be at the Customer’s own risk.
7.9 Holes, cut outs and cutting of the Goods may weaken the strength of the Goods and although it’s unlikely, cracking may occur. KGS accepts no responsibility against cracks occurring after such Goods (that are subject to holes and cut outs) are installed unless a toughened glass is used.
7.10 Any advice, recommendation, information, assistance or service provided by KGS in relation to Goods or Services supplied is given in good faith, is based on KGS’s own knowledge and experience and shall be accepted without liability on the part of KGS and it shall be the responsibility of the Customer to confirm the accuracy and reliability of the same in light of the use to which the Customer makes or intends to make of the Goods or Services.
8. Accuracy of Customer’s Plans and Measurements
8.1 KGS shall be entitled to rely on the accuracy of any plans, specifications and other information provided by the Customer. The Customer acknowledges and agrees that in the event that any of this information provided by the Customer is inaccurate, KGS accepts no responsibility for any loss, damages, or costs however resulting from these inaccurate plans, specifications or other information.
8.2 Where the Customer has supplied measurements or templates for KGS to complete the Goods, the Customer acknowledges that KGS shall not be liable for any errors or damage resulting from the Customer’s incorrect measurements or templates, unless such error results from a mistake by KGS by virtue of misinterpreting the measurements provided.
9.1 The Customer shall ensure that KGS has clear and free access to the work site at all times to enable them to undertake the Services. KGS 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 KGS.
10. Compliance with Laws
10.1 The Customer and KGS shall comply with the provisions of all statutes, regulations and bylaws of government, local and other public authorities that may be applicable to the Services.
10.2 The Customer shall obtain (at the expense of the Customer) all licenses and approvals that may be required for the Services.
10.3 The Customer agrees that the site will comply with any work health and safety laws relating to building/construction sites and any other relevant safety standards or legislation.
11.1 KGS and the Customer agree that ownership of the Goods shall not pass until:
(a) the Customer has paid KGS all amounts owing to KGS; and
(b) the Customer has met all of its other obligations to KGS.
11.2 Receipt by KGS 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.
11.3 It is further agreed that:
(a) until ownership of the Goods passes to the Customer in accordance with clause 11.1 that the Customer is only a bailee of the Goods and must return the Goods to KGS on request.
(b) the Customer holds the benefit of the Customer’s insurance of the Goods on trust for KGS and must pay to KGS the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed.
(c) the Customer must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market value. If the Customer sells, disposes or parts with possession of the Goods then the Customer must hold the proceeds of any such act on trust for KGS and must pay or deliver the proceeds to KGS on demand.
(d) the Customer should not convert or process the Goods 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 KGS and must sell, dispose of or return the resulting product to KGS as it so directs.
(e) the Customer irrevocably authorises KGS to enter any premises where KGS believes the Goods are kept and recover possession of the Goods.
(f) KGS may recover possession of any Goods in transit whether or not delivery has occurred.
(g) the Customer 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 KGS.
(h) KGS may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Customer.
12. Personal Property Securities Act 2009 (“PPSA”)
12.1 In this clause financing statement, financing change statement, security agreement, and security interest has the meaning given to it by the PPSA.
12.2 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 Goods and/or collateral (account) – being a monetary obligation of the Customer to KGS for Services – that have previously been supplied and that will be supplied in the future by KGS to the Customer.
12.3 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 KGS 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 12.3(a)(i) or 12.3(a)(ii);
(b) indemnify, and upon demand reimburse, KGS for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register established by the PPSA or releasing any Goods charged thereby;
(c) not register a financing change statement in respect of a security interest without the prior written consent of KGS;
(d) not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods and/or collateral (account) in favour of a third party without the prior written consent of KGS;
(e) immediately advise KGS 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.
12.4 KGS and the Customer agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these terms and conditions.
12.5 The Customer waives their rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.
12.6 The Customer waives their rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.
12.7 Unless otherwise agreed to in writing by KGS, the Customer waives their right to receive a verification statement in accordance with section 157 of the PPSA.
12.8 The Customer must unconditionally ratify any actions taken by KGS under clauses 12.3 to 12.5.
12.9 Subject to any express provisions to the contrary nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the PPSA.
13. Security and Charge
13.1 In consideration of KGS agreeing to supply the Goods, 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).
13.2 The Customer indemnifies KGS from and against all KGS’s costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising KGS’s rights under this clause.
13.3 The Customer irrevocably appoints KGS and each director of KGS as the Customer’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 13 including, but not limited to, signing any document on the Customer’s behalf.
14. Defects, Warranties and Returns, Competition and Consumer Act 2010 (CCA)
14.1 The Customer must inspect the Goods on delivery and must within seven (7) days of delivery notify KGS in writing of any evident defect/damage, shortage in quantity, or failure to comply with the description or quote. The Customer must notify any other alleged defect in the Goods as soon as reasonably possible after any such defect becomes evident. Upon such notification the Customer must allow KGS to inspect the Goods.
14.2 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).
14.3 KGS acknowledges that nothing in these terms and conditions purports to modify or exclude the Non-Excluded Guarantees.
14.4 Except as expressly set out in these terms and conditions or in respect of the Non-Excluded Guarantees, KGS makes no warranties or other representations under these terms and conditions including but not limited to the quality or suitability of the Goods. KGS’s liability in respect of these warranties is limited to the fullest extent permitted by law.
14.5 If the Customer is a consumer within the meaning of the CCA, KGS’s liability is limited to the extent permitted by section 64A of Schedule 2.
14.6 If KGS is required to replace the Goods under this clause or the CCA, but is unable to do so, KGS may refund any money the Customer has paid for the Goods.
14.7 If the Customer is not a consumer within the meaning of the CCA, KGS’s liability for any defect or damage in the Goods is:
(a) limited to the value of any express warranty or warranty card provided to the Customer by KGS at KGS’s sole discretion;
(b) limited to any warranty to which KGS is entitled, if KGS did not manufacture the Goods;
(c) otherwise negated absolutely.
14.8 Subject to this clause 14, returns will only be accepted provided that:
(a) the Customer has complied with the provisions of clause 14.1; and
(b) KGS has agreed that the Goods are defective; and
(c) the Goods are returned within a reasonable time at the Customer’s cost (if that cost is not significant); and
(d) the Goods are returned in as close a condition to that in which they were delivered as is possible.
14.9 Notwithstanding clauses 14.1 to 14.8 but subject to the CCA, KGS shall not be liable for any defect or damage which may be caused or partly caused by or arise as a result of:
(a) the Customer failing to properly maintain or store any Goods;
(b) the Customer using the Goods for any purpose other than that for which they were designed;
(c) the Customer continuing the use of any Goods after any defect became apparent or should have become apparent to a reasonably prudent operator or user;
(d) the Customer failing to follow any instructions or guidelines provided by KGS;
(e) fair wear and tear, any accident, or act of God.
14.10 KGS may in its absolute discretion accept non-defective Goods for return in which case KGS may require the Customer to pay handling fees of up to fifteen percent (15%) of the value of the returned Goods plus any freight costs.
14.11 Notwithstanding anything contained in this clause if KGS is required by a law to accept a return then KGS will only accept a return on the conditions imposed by that law.
15. Intellectual Property
15.1 Where KGS has designed, drawn or developed Goods for the Customer, then the copyright in any designs and drawings and documents shall remain the property of KGS.
15.2 The Customer warrants that all designs, specifications or instructions given to KGS will not cause KGS to infringe any patent, registered design or trademark in the execution of the Customer’s order and the Customer agrees to indemnify KGS against any action taken by a third party against KGS in respect of any such infringement.
15.3 The Customer agrees that KGS may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs, drawings or Goods which KGS has created for the Customer.
16. Default and Consequences of Default
16.1 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 KGS’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
16.2 If the Customer owes KGS any money the Customer shall indemnify KGS from and against all costs and disbursements incurred by KGS in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, KGS’s contract default fee, and bank dishonour fees).
16.3 Further to any other rights or remedies KGS may have under this contract, if a Customer has made payment to KGS by credit card, 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 KGS under this clause 16 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Customer’s obligations under this agreement.
16.4 Without prejudice to any other remedies KGS may have, if at any time the Customer is in breach of any obligation (including those relating to payment) under these terms and conditions KGS may suspend or terminate the supply of Goods to the Customer. KGS will not be liable to the Customer for any loss or damage the Customer suffers because KGS has exercised its rights under this clause.
16.5 Without prejudice to KGS’s other remedies at law KGS shall be entitled to cancel all or any part of any order of the Customer which remains unfulfilled and all amounts owing to KGS shall, whether or not due for payment, become immediately payable if:
(a) any money payable to KGS becomes overdue, or in KGS’s opinion the Customer will be unable to make a payment when it falls due;
(b) the Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
(c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.
16.6 The Customer agrees that service of any court documents or notices may be effected by forwarding the same by post or facsimile to the last known address of the Customer.
17.1 KGS 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 Customer. On giving such notice KGS shall repay to the Customer any money paid by the Customer for the Goods. KGS shall not be liable for any loss or damage whatsoever arising from such cancellation.
17.2 In the event that the Customer cancels delivery of Goods the Customer shall be liable for any and all loss incurred (whether direct or indirect) by KGS as a direct result of the cancellation (including, but not limited to, any loss of profits).
17.3 Cancellation of orders for Goods 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.
18. Privacy Act 1988
18.1 The Customer agrees for KGS 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 KGS.
18.2 The Customer agrees that KGS 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 years.
18.3 The Customer consents to KGS being given a consumer credit report to collect overdue payment on commercial credit.
18.4 The Customer agrees that personal credit information provided may be used and retained by KGS for the following purposes (and for other agreed purposes or required by):
(a) the provision of Goods; and/or
(b) analysing, verifying and/or checking the Customer’s credit, payment and/or status in relation to the provision of Goods; and/or
(c) processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Customer; and/or
(d) enabling the collection of amounts outstanding in relation to the Goods.
18.5 KGS may give information about the Customer to a CRB for the following purposes:
(a) to obtain a consumer credit report;
(b) allow the CRB to create or maintain a credit information file about the Customer including credit history.
18.6 The information given to the CRB may include:
(a) personal information as outlined in 18.1 above;
(b) name of the credit provider and that KGS 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 credit or commercial credit (e.g. date of commencement/termination of the credit account and the amount requested);
(f) advice of consumer credit defaults, overdue accounts, loan repayments or outstanding monies which are overdue by more than sixty (60) days and for which written notice for request of payment has been made and debt recovery action commenced or alternatively that the Customer no longer has any overdue accounts and KGS has been paid or otherwise discharged and all details surrounding that discharge(e.g. dates of payments);
(g) information that, in the opinion of KGS, 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).
18.7 The Customer shall have the right to request (by e-mail) from KGS:
(a) a copy of the information about the Customer retained by KGS and the right to request that KGS correct any incorrect information; and
(b) that KGS does not disclose any personal information about the Customer for the purpose of direct marketing.
18.8 KGS will destroy personal information upon the Customer’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.
18.9 The Customer can make a privacy complaint by contacting KGS via e-mail. KGS 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 Customer is not satisfied with the resolution provided, the Customer can make a complaint to the Information Commissioner at www.oaic.gov.au.
19. Construction Contracts Act 2004
19.1 At KGS’s sole discretion, if there are any disputes or claims for unpaid Goods and/or Services then the provisions of the Construction Contracts Act 2004 may apply.
19.2 Nothing in this agreement is intended to have the effect of contracting out of any provisions of the Construction Contracts Act 2004 of Western Australia, except to the extent permitted by the Act where applicable.
20.1 The failure by KGS to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect KGS’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.
20.2 These terms and conditions and any contract to which they apply shall be governed by the laws of Western Australia, the state in which KGS has its principal place of business, and are subject to the jurisdiction of the Karratha Courts in that state.
20.3 Subject to clause 14 KGS 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 KGS of these terms and conditions (alternatively KGS’s liability shall be limited to damages which under no circumstances shall exceed the Price of the Goods).
20.4 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 KGS nor to withhold payment of any invoice because part of that invoice is in dispute.
20.5 KGS may license or sub-contract all or any part of its rights and obligations without the Customer’s consent.
20.6 The Customer agrees that KGS may amend these terms and conditions at any time. If KGS makes a change to these terms and conditions, then that change will take effect from the date on which KGS notifies the Customer of such change. The Customer will be taken to have accepted such changes if the Customer makes a further request for KGS to provide Goods to the Customer.
20.7 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.
20.8 The Customer warrants that it has the power to enter into this agreement and has obtained all necessary authorisations to allow it to do so, it is not insolvent and that this agreement creates binding and valid legal obligations on it.