Oxworks Trading Pty Ltd Trading as Oxworks
General Terms & Conditions of Trade
1.1 “Seller” shall mean Oxworks Trading Pty Ltd trading as Oxworks and its successors and assigns.
1.2 “Buyer” shall mean the Buyer or any person acting on behalf of and with the authority of the Buyer.
1.3 “Guarantor” means that person (or persons), or entity who agrees herein to be liable for the debts of the Buyer on a principal debtor basis.
1.4 “Goods” shall mean Goods supplied by the Seller to the Buyer (and where the context so permits shall include any supply of Services as hereinafter defined).
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 supra).
1.6 “Price” shall mean the cost of the Goods as agreed between the Seller and the Buyer subject to clause 4 of this contract.
1.7 “Contract” shall mean an agreement concluded between the Seller and the Buyer in written form or an offer of the Seller accepted by order confirmation.
1.8 “Online Platform” shall mean seller’s website “Oxworks.com.au”
2.1 Any instructions received by the Seller from the Buyer for the supply of Goods and/or the Buyer’s acceptance of Goods supplied by the Seller shall constitute acceptance of the terms and conditions contained herein.
2.2 Where more than one Buyer has entered into this agreement, the Buyer’s shall be jointly and severally liable for all payments of the Price.
2.3 Upon acceptance of these terms and conditions by the Buyer the terms and conditions are irrevocable and can only be rescinded in accordance with these terms and conditions or with the written consent of the manager of the Seller.
2.4 None of the Seller’s agents or representatives are authorised to make any representations, statements, conditions or agreements not expressed by the manager of the Seller in writing nor is the Seller bound by any such unauthorised statements.
2.5 The Buyer undertakes to give the Seller not less than fourteen (14) days prior written notice of any proposed 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 business practice).
3.1 The Goods are as described on the invoices, quotation, work authorisation or any other work commencement forms as provided by the Seller to the Buyer.
3.2 The Buyer does not rely on the skill or judgement of the Seller in relation to the suitability of any Goods for a particular purpose. The Buyer agrees that any advice, recommendation, information or assistance provided by the Seller is provided in good faith, relying upon the accuracy and completeness of information provided by the Buyer to the Seller, and is provided without any liability by the Seller whatsoever.
3.3 The Buyer warrants to the Seller that all drawings, specifications and other design information provided to the Seller for the manufacture of custom orders are accurate and correct in all respects and do not infringe upon the intellectual property rights of any third party including any copyright, patents, designs or trademarks of a third party.
4. Price & Payment
4.1 Unless previously withdrawn, a quotation is valid for seven days or such other period as stated therein. A quotation is not to be construed as an obligation on the part of the Seller to supply Goods and/or services but merely an invitation to treat and no contractual relationship shall arise there from until the Buyer’s acceptance in writing has been received and accepted by the Seller. Upon acceptance of the Seller’s quotation the Buyer is to include and refer to the Seller’s quotation number in the Buyer’s Acceptance documentation and in all and any communications in relation to that quotation.
4.2 At the Seller’s sole discretion;
(a) The Price shall be as indicated on invoices provided by the Seller to the
Buyer in respect of Goods supplied; or
(b) The Price shall be the Seller’s current Price, at the date of delivery of the
Goods, according to the Seller’s current Price list; or
(c) The Price of the Goods shall (subject to clause 4.2) be the Seller’s quoted
Price which shall be binding upon the Seller provided that the Buyer shall
accept in writing the Seller’s quotation within seven (7) days.
4.3 Any variation from the plan of scheduled works or specifications will be charged for on the basis of the Seller’s quotation and will be shown as variations on the invoice. Payment for all variations must be made in full at their time of completion.
4.4 At the Seller’s sole discretion a deposit may be required. The deposit amount or percentage of the Price will be stipulated at the time of the order of the Goods and shall become immediately due and payable.
4.5 Time for payment for the Goods shall be of the essence and will be stated on the invoice, quotation or any other order forms. If no time is stated then payment shall be on delivery of the Goods.
4.6 At the Seller’s sole discretion, for certain approved Buyers payment will be due either seven (7) or thirty (30) days following the date of the invoice.
4.7 Payment will be made by cash on delivery, or by cheque, or by bank cheque, or by direct credit, or by any other method as agreed to between the Buyer and the Seller.
4.8 The Price shall be increased by the amount of any GST and other taxes and duties which may be applicable, except to the extent that such taxes are expressly included in any quotation given by the Seller.
4.9 Any variations in the invoice or contract price because of currency fluctuations, taxes, customs duty or other imposts will be to the Buyer’s account. Any such price change will only be applicable to Buyer orders not yet accepted by the Seller, provided the Buyer is given 7 days prior notice of the price change.
4.10 Where payments are made that are not made in accordance with clause 4.7, the Buyer will also pay the Seller an administration fee of 1.5% of the amount so paid, if paid by Visa or Master Card, or administration fee of 2.75% of the amount so paid, if paid by American Express. That fee is agreed to be the liquidated cost of processing that abnormal payment. That fee is payable at the same time as the account to which it relates is due.
4.11 Payments received without remittance advice will be applied first to the oldest balance owing by the Buyer.
4.12 The Buyer may have access to the Seller’s Online Platform at the Seller’s sole discretion and the Seller reserves the right to terminate or suspend the Buyer’s access to Online Platform for any reason by giving the Buyer notice to that effect, either in writing or by way of Online Platform. No warranty is made as to the availability of Online Platform. If accepted the Buyer agrees that orders will be deemed to have been accepted by the Seller only when Online Platform makes a Sales Order Number available for viewing. The Buyer acknowledges that it is responsible for the administration of passwords and security allocations to its Authorised Users and agrees that it will be liable to pay for all orders made using the Buyer’s authorised user codes unless the order is cancelled with the written consent of the Seller. The Buyer further acknowledges that:
(a)delivery times and pricing projected as shown by Online Platform are no more than estimates and shall not be binding upon the Seller unless confirmed by the Seller by other means.
(b) the Seller accepts no responsibility for any loss arising directly or indirectly from damage to the Buyer’s systems arising from unauthorised access to Online Platform or unauthorised modification of Online Platform by third parties.
5. Delivery of Goods / Services
5.1 Delivery of the Goods shall be made to the Buyer’s address. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery, or delivery of the Goods shall be made to the Buyer at the Seller’s address.
5.2 The Buyer authorises the Seller to deliver Goods to the place nominated by the Buyer and to leave the Goods at such place whether or not any person is present to accept delivery. The Seller will not be liable on any basis whatsoever for loss suffered by the Buyer after delivery to the nominated delivery place.
5.3 The Seller will not be obliged to obtain a signed receipt or other acknowledgment from any person at the nominated place for delivery but if a signed receipt or other acknowledgment is obtained from someone believed by the Seller to be authorised by the Buyer to sign or otherwise take delivery, then such signed receipt or other acknowledgement will be conclusive evidence of the Buyer's acceptance of the Goods delivered.
5.4 Delivery of the Goods to a carrier, either named by the Buyer or failing such naming to a carrier at the discretion of the Seller for the purpose of transmission to the Buyer, is deemed to be a delivery of the Goods to the Buyer.
5.5 The Seller may deliver the Goods by separate instalments (in accordance with the agreed delivery schedule). Each separate instalment shall be invoiced and paid for in accordance with the provisions in this contract of sale.
5.6 The Buyer shall take delivery of the Goods tendered notwithstanding that the quantity so delivered shall be either greater or less than the quantity purchased provided that;
(a) such discrepancy in quantity shall not exceed 5%, and
(b) the Price shall be adjusted pro rata to the discrepancy.
5.7 The failure of the Seller to deliver shall not entitle either party to treat this contract as repudiated.
5.8 The Seller shall not be liable for any loss or damage whatever due to failure by the Seller to deliver the Goods (or any of them) promptly or at all.
5.9 The Buyer will pay to the Seller packaging and delivery charges in accordance with the Seller’s current rates as at the date of dispatch. If there is no current rate, then a reasonable delivery charge will be paid by the Buyer.
5.10 The Seller reserves the right to make a reasonable charge for storage if delivery instructions are not provided by the Buyer within 7 days of a request by the Seller for such information.
5.11 Any times quoted for delivery are estimates only and the Seller will not be liable to the Buyer for any failure to deliver or for delay in delivery of Goods or performance of services occasioned by any cause whatsoever whether or not beyond the control of the Seller.
5.12 The Buyer will not be relieved of any obligation to accept or pay for Goods or services by reason of any delay in delivery or performance.
6.1 If the Seller retains property in the Goods nonetheless, all risk for the Goods passes to the Buyer on delivery.
6.2 If any of the Goods are damaged or destroyed prior to property in them passing to the Buyer, the Seller is entitled, without prejudice to any of its other rights or remedies under these Terms and Conditions of Trade (including the right to receive payment of the balance of the Price for the Goods), to receive all insurance proceeds payable for the Goods. This applies whether or not the Price has become payable under the Contract. The production of these terms and conditions by the Seller is sufficient evidence of the Seller’s rights to receive the insurance proceeds without the need for any person dealing with the Seller to make further enquiries.
7. Buyer’s Disclaimer
7.1 The Buyer hereby disclaims any right to rescind, or cancel the contract or to sue for damages or to claim restitution arising out of any misrepresentation made to him by any servant or agent of the Seller and the Buyer acknowledges that he buys the Goods relying solely upon his own skill and judgement and that the Seller shall not be bound by nor responsible for any term, condition, representation or warranty other than the warranty given by the Manufacturer which warranty shall be personal to the Buyer and shall not be transferable to any subsequent Buyer.
8.1 Unless agreed in writing by the Seller, the Seller will not accept the return of Goods. Goods accepted for return by the Seller may attract charges to recover restocking and repackaging costs. The amount of these charges will be determined by the Seller and recoverable from the Buyer.
8.2 The Buyer shall inspect the Goods on delivery and shall within fourteen (14) days of delivery notify the Seller of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Buyer shall afford the Seller an opportunity to inspect the Goods within a reasonable time following delivery if the Buyer believes the Goods are defective in any way. If the Buyer shall fail to comply with these provisions, the Goods shall be conclusively presumed to be in accordance with the terms and conditions and free from any defect or damage.
8.3 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 provided that:
(a) the Buyer has complied with the provisions of clause 8.1;
(b) the Goods are returned at the Buyer’s cost within fourteen (14) days of the delivery date;
(c) the Seller will not be liable for Goods which have not been stored or used in a proper manner;
(d) the Goods are returned in the condition in which they were delivered and with all packaging material, brochures and instruction material in as new condition as is reasonably possible in the circumstances.
9.1 Subject to the conditions of warranty set out in Clause 9.2 the Seller warrants that the product is free from manufacturing defects for a period of 10 years. If a product with a manufacturing defect becomes apparent and is reported to the Seller within 10 years of the date of delivery (time being of the essence) then the Seller will either (at the Seller’s sole discretion) repair the defect or replace the product. The conditions applicable to the warranty given by Clause 9.1 are:
(a) The warranty shall not cover any defect or damage which may be caused or partly caused by or arise through:
- i) Failure on the part of the Buyer to properly maintain any Goods; or
- ii) Failure on the part of the Buyer to follow any instructions or guidelines provided by the Seller; or
iii) Any use of any Goods otherwise than for any application specified on a quote or order form; or
- iv) The continued use of any Goods after any defect becomes apparent or would have become apparent to a reasonably prudent operator or user; or
- v) Fair wear and tear, any accident or act of God; or
- vi) Scratching, abrasion, chipping or any other damage or deterioration caused by impact, accident, or misuse; or
vii) Deterioration of the metal substrate through oxidization or rusting
viii) Excessive condensation and/or foreign matter i.e. dust, environmental matter, animal excrement; or
- ix) Normal weathering, including loss of gloss and colour of painted surfaces; or
- x) Attack from chemical agents, fumes, liquids or solids; or
- xi) Installation of the Product less than 1km from marine or industrial influences.
(b) The liability under the Warranty does not include or extend to:
- i) Labour costs associated with the removal or repair of the defective Product, or installation of the replacement Product; or
- ii) Injury to persons, damage to property, loss of income, profit or business, or any other indirect loss arising from or caused in any way by the defective Product.
(c) The warranty shall cease, and the Seller shall thereafter in no circumstances be liable under the terms of the warranty if the product is repaired, altered or overhauled without the Seller’s consent.
(d) In respect of all claims the Seller shall not be liable to compensate the Buyer for any delay in either replacing or repairing the workmanship/Goods or in properly assessing the Buyer’s claim.
(e) This Warranty does not cover against aesthetic surface corrosion including oxidization and red rust on aluminium, steel or stainless steel products.
9.2 For Goods not manufactured by the Seller, the warranty shall be the current warranty provided by the manufacturer of the Goods. The Seller shall be under no liability whatsoever, except for the express conditions as detailed and stipulated in the manufacturer’s warranty.
10. The Commonwealth Trade Practices Act 1974 and Fair Trading Acts
10.1 Nothing in this agreement is intended to have the effect of contracting out of any applicable provisions of the Commonwealth Trade Practices Act 1974 or the Fair Trading Acts in each of the States and Territories of Australia, except to the extent permitted by those Acts where applicable.
11. Lien & Stoppage in Transit
11.1 Where the Seller has not received or been tendered the whole of the price, or the payment has been dishonoured, the Seller shall have:
(a) a lien on the Goods;
(b) the right to retain them for the price while the Seller is in possession of them;
(c) a right of stopping the Goods in transit whether or not delivery has been made or ownership has passed; and
(d) a right of resale,
(e) the foregoing right of disposal, provided that the lien of the Seller shall continue despite the commencement of proceedings or judgement for the price having been obtained.
12. Account Terms, Default & Consequences of Default
12.1 Until the Seller confirms that a credit facility has been granted to the Buyer, all Goods and services must be paid for on a cash on delivery or performance basis. If a credit facility has been granted, unless otherwise agreed in writing by the Seller, the Seller will issue a tax invoice for the Goods and services and the Buyer will pay for all Goods delivered or collected and services performed in line with account terms i.e., 7, 14, 21 or 30 day.
12.2 Despite any other clause in the Contract, the Seller may without notice alter the Buyer’s credit limit and terms for any reason at its discretion (including to meet the Buyer’s then buying needs) or, if the Buyer is in breach of a condition of the Contract, withdraw the Buyer’s credit facilities. The Seller will notify the Buyer of any alteration in the credit limit or terms. Any prior credit approval limit does not reflect what may actually be the credit limit of the account at any one time.
12.3 The Buyer is liable for all purchases made under its account number and/or account name. It is not the responsibility of the Seller to confirm authority for the purposes of supplying Goods or services to the Buyer, its agent(s) or those who the Seller deems to be its agents. It is the sole responsibility of the Buyer to ensure there is no unauthorised use of their account number or name.
12.4 Should there be any variation to any of the information supplied by the Buyer to the Seller in any credit application or there has been a change of control of the Buyer or in the structure or nature of the Buyer's business (such as a conversion to or from a company or trust) the Buyer will notify the Seller in writing within 28 days of the variation occurring.
12.5 Notices to be given by the Buyer to the Seller may be delivered personally or sent to the Credit Manager of the Seller at the Seller’s address at 102 Magnesium Road, Crestmead, QLD, 4132 or email address: email@example.com and, unless the contrary is proved, notice will be taken as delivered on the second business day following posting.
12.6 Notices to be given to the Buyer by the Seller may be delivered personally or sent via post or email to the last address supplied by the Buyer and, unless the contrary is proved, notice will be taken as delivered on the second business day following posting. Invoices and statements are deemed received by the Buyer on the second business day after sending via post or email.
12.7 Interest on overdue invoices shall accrue from the date when payment becomes due daily until the date of payment at a rate of 2.5% per calendar month and shall accrue at such a rate after as well as before any judgement.
12.8 If the Buyer defaults in payment of any invoice when due, the Buyer shall indemnify the Seller from and against all the Seller’s costs and disbursements including on a solicitor and own client basis and in addition all of the Sellers nominee’s costs of collection.
12.9 Without prejudice to any other remedies the Seller may have, if at any time the Buyer is in breach of any obligation (including those relating to payment), the Seller may suspend or terminate the supply of Goods to the Buyer and any of its other obligations under the terms and conditions. The Seller will not be liable to the Buyer for any loss or damage the Buyer suffers because the Seller exercised its rights under this clause.
12.10 If any account remains unpaid at the end of the second month after supply of the Goods or services the following shall apply: An immediate amount of the greater of $20.00 or 10.00% of the amount overdue shall be levied for administration fees which sum shall become immediately due and payable.
12.11 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 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 Buyer or any asset of the Buyer; then without prejudice to the Seller’s other remedies at law
(i) the Seller shall be entitled to cancel all or any part of any order of the Buyer which remains unperformed in addition to and without prejudice to any other remedies; and
(ii) recover from the Buyer the cost of materials or Goods acquired for the purpose of future deliveries of Goods or the performance of services; and
(iii) all amounts owing to the Seller shall, whether or not due for payment, immediately become payable.
13.1 It is the intention of the seller and agreed by the Buyer that property in the Goods shall not pass until:
(a) The Buyer has paid 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 contracts between the Seller and the Buyer, and that the Goods shall be kept separate until the Seller shall have received payment and all other obligations of the Buyer are met.
13.2 It is further agreed that:
(a) 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.
(b) 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 or used by the Buyer, or any premises as the invitee of the Buyer, where the Goods are situated and take possession of the Goods, without being responsible for any damage thereby caused.
(c) The Buyer is only a bailee of the Goods and 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 the Goods on trust for the Seller.
(d) The Buyer shall not deal with the money of the Seller in any way which may be adverse to the Seller.
(e) 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 of rights in respect of the Goods shall continue.
(f) 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.
(g) The Seller may require payment of the Price or the balance of the Price due together with any other amounts due from the Buyer to the Seller arising out of these terms and conditions, and the Seller may take any lawful steps to require payment of the amounts due and the Price.
(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.
(i) Until such time the Buyer has the Seller’s authority to convert the Goods into other products and if the goods are so converted, the parties agree that the Seller will be the owner of the end products.
14. Security & Charge
14.1 Notwithstanding anything to the contrary contained herein or any other rights which the Seller may have howsoever:
(a) Where the Buyer and/or the Guarantor (if any) is the owner of 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 the 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 released 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 clause and/or its sub-clauses, the Buyer and/or 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) To give effect to the provisions of clause [14.1 (a) and (b)] inclusive hereof the Buyer and/or the Guarantor (if any) do hereby 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 execute mortgages and charges (whether registrable or not) including such other terms and conditions as the Seller and/or the Seller’s nominee shall think fit in his/her/its/their absolute discretion against the joint and/or several interest of the Buyer and/or the Guarantor in any land, realty or asset in favour of the Seller and in the Buyer’s and/or Guarantor’s name as may be necessary to secure the said Buyer’s and/or Guarantor’s obligations and indebtedness to the Seller and further to do and perform all necessary and other acts including instituting any necessary legal proceedings, and further to execute all or any documents in the Seller’s absolute discretion which may be necessary or advantageous to give effect to the provisions of this clause.
The Seller may cancel these terms and conditions or cancel delivery of Goods at any time before the Goods are delivered by giving written notice. The Seller shall not be liable for any loss or damage whatever arising from such cancellation.
16. Privacy Act 1988
16.1 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.
16.2 The Buyer and/or the Guarantor/s agree that the Seller may exchange information about Buyer and Guarantor/s with those credit providers named in the Application for Credit account or named in a consumer credit report issued by a reporting agency for the following purposes:
(a) To assess an application by Buyer;
(b) To notify other credit providers of a default by the Buyer;
(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
(d) To assess the credit worthiness of Buyer and/or Guarantor/s.
16.3 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).
16.4 The Buyer agrees that Personal Data 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 Services & Goods;
(b) marketing of Services and or Goods by the Seller, its agents or distributors in relation to the Services and Goods;
(c) analysing, verifying and/or checking the Buyer’s credit, payment and/or status in relation to provision of Services/Goods;
(d) processing of any payment instructions, direct debit facilities and/or credit facilities requested by Buyer; and
(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 Services and Goods.
16.5 The Seller may give, information about the Buyer to a credit reporting agency for the following purposes:
(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.
17. Unpaid Seller’s Rights to Dispose of Goods
17.1 In the event that:
(a) the Seller retains possession or control of the Goods; and
(b) payment of the Price is due to the Seller; and
(c) the Seller has made demand in writing of the Buyer for payment of the Price in terms of this contract; and
(d) the Seller has not received the Price of the Goods, then, whether the property in the Goods has passed to the Buyer or has remained with the Seller, the Seller may dispose of the Goods and may claim from the Buyer the loss to the Seller on such disposal.
18.1 If any provision of these terms and conditions shall be invalid, void or illegal or unenforceable the validity existence, legality and enforce-ability of the remaining provisions shall not be affected, prejudiced or impaired.
18.2 The failure of the Seller to exercise a right or remedy, or any delay by the Seller in exercising a right or remedy, or the exercise by the Seller of only part of a right or remedy, or the granting of any indulgence by the Seller in favour of the Buyer does not:
(i) affect the Seller’s rights against the Buyer;
(ii) constitute a waiver of any term or condition; or
(iii) prohibit the Seller from exercising that right or remedy in relation to that breach or any other breach.
18.3 All Goods supplied by the Seller are subject to the laws of Queensland and the Seller takes no responsibility for changes in the law which affect the Goods supplied.
18.4 The Seller shall be under no liability whatever to the Buyer for any indirect loss and/or expense (including loss of profit) suffered by the Buyer arising out of a breach by the Seller of these terms and conditions.
18.5 In the event of any breach of this contract by the Seller the remedies of the Buyer shall be limited to damages. Under no circumstances shall the liability of the Seller exceed the Price of the Services.
18.6 The Buyer shall not set off against the Price amounts due from the Seller.
18.7 The Seller may license or sub-contract all or any part of its rights and obligations without the Buyer’s consent.
18.8 The Seller reserves the right to review these terms and conditions at any time and from time to time. If, following any such review, there is to be any change in such terms and conditions, that change will take effect from the date on which the seller notifies the Buyer of such change.
18.9 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock out, industrial action, fire, flood, drought, storm, COVID related delay, international shipping delay or other event beyond the reasonable control of either party.
18.10 It is the Buyer’s responsibility to ensure that the contact information provided to the Seller is current and accurate including the Buyer's nominated email address, which the Seller will use to submit notices, invoices and statements. The Buyer agrees to promptly notify the Seller of any changes to the Buyer’s contact information.