AMS Australia Pty Ltd – Terms & Conditions of Trade
- Definitions
1.1 “Supplier” means AMS Australia Pty Ltd, its successors and assigns or any person acting on behalf of and with the authority of AMS Australia Pty Ltd.
1.2 “Client” means the person/s buying the Goods as specified in any invoice, document or order, and if there is more than one Client is a reference to each Client jointly and severally.
1.3 “Defect” or “Defective” means a defect or flaw in the Goods which prevents the Goods from being used for their intended purposes, but does not include:
(a) anything which the Supplier has disclosed as a feature or limitation of the Goods before the date of purchase;
(b) any defect or flaw that is trivial, insubstantial or does not materially affect the use of the Goods; or
(c) any damage caused by the Client after the Goods were delivered that are not related to their state or condition at the time of Delivery
1.4 “Goods” or “Services” means all goods or services supplied by the Supplier to the Client at the Client’s request from time to time (where the context so permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other).
1.5 “Documentation” means any documents, designs, drawings or other materials provided, utilised or created incidentally by the Supplier in the course of it conducting, or providing to the Client, any Services.
1.6 “Intellectual Property” means all intellectual property rights and interests whether registered or unregistered, and whether conferred by statute, at common law or in equity, and all rights or forms of protection having equivalent or similar effect in any jurisdiction, whether those rights currently exist or arise in the future and includes all of the trademarks, trade names, copyright, patents and other intellectual property and proprietary rights, arising out of, the Goods.
1.7 “Price” means the Price payable for the Goods in accordance with clause 4.
1.8 “Terms” means these terms and conditions, and includes all terms, conditions, duties and obligations arising under these terms and conditions.
- Acceptance
2.1 By submitting an order to the Supplier, the Client accepts these Terms in relation to the supply of the Goods or Services. The Client agrees that the Supplier may amend these Terms at any time by publishing an updated version of the Terms on the Supplier’s website which can be accessed at the following link: https://amsaustralia.com.au/terms/ and providing the Client with written notice of such change. If the Supplier amends these Terms or the terms of any invoice, such amendments will only take effect in relation to orders for Goods that the Client makes following the date on which the Client was notified of the change.
2.2 These Terms may only be amended with the parties’ consent in writing, and shall prevail to the extent of any inconsistency with any other document or agreement between the Client and the Supplier, including any terms and conditions contained in the Client’s purchase orders or other documents.
- Change in Control
3.1 The Client must advise the Supplier within five (5) days if it ceases trading, commences trading through a different entity, or if there is a material change in its ownership or control. The Client shall be liable for any direct loss incurred by the Supplier as a result of the Client’s failure to comply with this clause.
- Price and Payment
4.1 The Price shall be either:
(a) the Supplier’s quoted price (subject to clause 4.2) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days from the date the quotation is provided; or
(b) the total price payable for the Goods and/or Services as agreed between the Supplier and Client in writing.
4.2 The Supplier reserves the right to change the Price:
(a) if a variation to the Goods or Services (including any variation to the Client’s brief or specifications) is requested by the Client;
(b) where additional Goods or Services are agreed by the parties to be required due to unforeseen circumstances which are only discovered during the provision of the Services;
(c) in the event of increases to the Supplier in the cost of labour or materials which are beyond the Supplier’s control (including, but not limited to, any variation as a result of fluctuations in currency exchange rates or increases to the Supplier in the cost of taxes, levies, import or export tariffs, or inaccurate structural measurements provided by the Client); or
(d) where additional costs are incurred by the Supplier due to unexpected delays on the part of the Client or third parties, such as the receipt of approvals or permits, or access to the site not being available as or when agreed;
(e) the Supplier will provide the Client with a written estimate of the increase in Price arising from any variations contemplated by this clause 4 as soon as reasonably possible, and all such additional Goods or Services shall be shown as variations on the invoice(s) and will be payable in accordance with clause 4.4.
4.3 The Supplier may require that the Client make payment of a deposit of up to fifty percent (50%) of the Price, which will be included in any quotation provided by the Supplier to the Client for the Goods. Save for clause 16.1, such deposit will be non-refundable, to the extent permitted by law.
4.4 Time for payment for the Goods being of the essence, the Price will be payable by the Client on the date/s notified in writing to the Client by the Supplier, which may be:
(a) on delivery of the Goods; or
(b) upon approval of a trade account, fourteen (14) days or otherwise noted on the account acceptance notice, following the date of the invoice which is posted to the Client’s address or address for notices or emailed as agreed by the Supplier and Client.
4.5 Payment may be made by electronic/on-line banking or credit card (plus a surcharge of up to two and a half percent (2.5%) of the Price), or by any other method as agreed to between the Client and the Supplier.
4.6 Unless otherwise stated the Price does not include GST. In addition to the Price the Client 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 agreement for the sale of the Goods. The Client must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Client pays the Price. In addition, the Client must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.
- Delivery of Goods
5.1 Delivery of the Goods is taken to occur at the time that the Supplier (or the Supplier’s nominated carrier) delivers the Goods to the Client’s nominated address.
5.2 In addition to the Price, the Supplier shall be entitled to payment by the Client for any delivery costs and charges reasonably incurred by the Supplier in delivering or attempting to deliver the Goods.
5.3 The Client must take delivery by receipt or collection of the Goods whenever they are tendered for delivery. The Client shall provide the Supplier with such access to its sites as is necessary to enable the Supplier to deliver the Goods, provided that the Supplier shall not unreasonably interfere with any on-site activities.
5.4 In the event that the Client is unable to take delivery of the Goods as arranged then the Supplier shall be entitled to charge a reasonable fee for redelivery and/or storage.
5.5 Where the Goods are delivered in a clear heat-sealed bag, no returns of the Goods will be accepted if the heat-sealed bag has been opened or damaged, save for circumstances where the Goods are Defective.
5.6 The Client acknowledges that any delivery date is an estimate only and that, whilst the Supplier will take all reasonable steps to deliver the Goods on or before the estimated delivery date, due to external factors beyond the Supplier’s reasonable control, the Supplier cannot warrant nor represent that the Goods will be delivered on the estimated delivery date.
5.7 To the extent permitted by law, the Supplier will not be liable for any loss, damage or delay occasioned to the Client arising from late or non-delivery of the Goods, except in cases of gross negligence or wilful misconduct by the Supplier, nor shall the Client be entitled to treat these Terms between the Supplier and the Client as repudiated if Goods are not delivered on or before the estimated delivery date.
- Risk
6.1 Risk of damage to or loss of the Goods passes to the Client on Delivery, and the Client must insure the Goods on or before Delivery.
6.2 If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Client, the Supplier is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by the Supplier is sufficient evidence of the Supplier’s rights to receive the insurance proceeds without the need for any person dealing with the Supplier to make further enquiries.
6.3 The Client 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 the Supplier shall not be liable for any claims, demands, losses, damages, costs and expenses howsoever caused or arising should the premises or equipment be unable to accommodate the installation.
6.4 Where the contract does not include installation of Goods by the Supplier, the Supplier shall not be liable for any defect or damage resulting from incorrect or faulty installation.
6.5 Any advice, recommendation, information, assistance or service provided by the Supplier in relation to Goods or Services supplied is given in good faith, is based on the Supplier’s own knowledge and experience and shall be accepted without liability on the part of the Supplier and it shall be the responsibility of the Client to confirm the accuracy and reliability of same in light of the use to which the Client makes or intends to make of the Goods or Services.
- Dimensions, Plans and Specifications
7.1 All customary building industry tolerances shall apply to the dimensions and measurements of the Goods unless the Supplier and the Client agree otherwise in writing.
7.2 The Supplier shall be entitled to rely on the accuracy of any plans, specifications and other information provided by the Client.
7.3 If the giving of an estimate or quotation for the supply of Goods involves the Supplier estimating measurements and quantities, it shall be the responsibility of the Client to verify the accuracy of the Supplier’s estimated measurements and quantities, before the Client places an order based on such estimate or accepts such quotation or on signed shop-approved drawings.
7.4 Should the Client require any changes to the Supplier’s estimated measurements and quantities, the Client shall request such changes in writing. In the case of an estimate, such notification shall be made before placing an order based on that estimate; and in the case of a quotation, before acceptance of that quotation.
- Specifications of the Goods
8.1 Where the Supplier gives advice or recommendations to the Client, or the Client’s agent, with specific instructions regarding the use of the Goods and such advice or recommendations are not acted upon then the Supplier shall not be liable in any way whatsoever for any damages or losses arising out of or in connection with the Client’s failure to act upon the Supplier’s advice or recommendations, that occur after any subsequent purchase of the Goods.
8.2 The Client acknowledges that:
(a) all descriptive specifications, illustrations, drawings, data, dimensions and weights stated in the Supplier’s fact sheets, price lists or advertising material, are approximate only and are given by way of identification only. The Client shall not be entitled to rely on such information, and any use of such does not constitute a sale by description, and does not form part of the contract, unless expressly stated as such in writing by the Supplier;
(b) while the Supplier may have provided information or figures to the Client regarding the performance of the Goods, the Client acknowledges that the Supplier has given these in good faith, and are estimates which are variable due to factors out of the Supplier’s control.
8.3 The Client shall be responsible for ensuring that the Goods ordered are suitable for their intended use.
8.4 The Supplier reserves the right to substitute comparable Goods (or components of the Goods), and in all such cases the Supplier will notify the Client in writing of any such substitution.
- Compliance with laws
9.1 The Client and the Supplier agree that both parties shall comply with the provisions of all statutes, regulations and bylaws of government, local and other public authorities that may be applicable to the provision of Services by the Supplier.
9.2 The Client shall obtain (at the expense of the Client) all licences and approvals that may be required to enable the Supplier to provide the Services.
- Title
10.1 The Supplier and the Client agree that ownership of the Goods shall not pass until:
(a) the Client has paid the Supplier the Price of the Goods or Services; and
(b) the Client has met all of its other obligations to the Supplier.
10.2 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 recognised.
10.3 It is further agreed that:
(a) until ownership of the Goods passes to the Client in accordance with clause 10.1 that the Client is only a bailee of the Goods and must return the Goods to the Supplier on request.
(b) the Client holds the benefit of the Client’s insurance of the Goods on trust for the Supplier and must pay to the Supplier the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed.
(c) the Client must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market value. If the Client sells, disposes or parts with possession of the Goods then the Client must hold the proceeds of any such act on trust for the Supplier and must pay or deliver the proceeds to the Supplier on demand.
(d) the Client should not convert or process the Goods or intermix them with other goods but if the Client does so then the Client holds the resulting product on trust for the benefit of the Supplier and must sell, dispose of or return the resulting product to the Supplier as it so directs.
(e) the Client authorises the Supplier to enter any premises where the Supplier believes the Goods are kept and recover possession of the Goods.
(f) the Client shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain the property of the Supplier.
(g) the Supplier may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Client.
- Personal Property Securities Act 2009 (“PPSA”)
11.1 In this clause financing statement, financing change statement, security agreement, and security interest has the meaning given to it by the PPSA.
11.2 Upon assenting to these Terms, the Client acknowledges and agrees that these Terms constitute a security agreement for the purposes of the PPSA and gives rise to a PMSI (as that term is defined in the PPSA) in the Goods (whether present or future) under the PPSA in favour of the Supplier over all Goods supplied or to be supplied to the Client as grantor pursuant to the Terms, and which secures the Client’s payment or performance of its obligations to the Supplier.
11.3 The Customer consents to the Supplier registering any one or more Financing Statements or Financing Change Statements in respect of any Security Interest created by or contemplated under these Terms and undertakes to do all things reasonably required by the Supplier to facilitate this.
11.4 The Client must within 2 business days of any request by the Supplier, sign any documents, provide all necessary information and do anything else required to ensure that the Supplier’s PMSI is a perfected security interest. Failure to comply with this clause will constitute a material breach of these Terms and entitle the Supplier to immediately suspend supply and/or terminate these Terms, in addition to any other remedies available at law or in equity.
11.5 The Client agrees that it will not enter into any agreement which permits any other person to register any Security Interest in respect of the unpaid Goods, the proceeds of sale of the unpaid Goods, or any accounts owed in respect of the unpaid Goods without the Supplier’s prior written consent and until the Supplier has perfected its PMSI.
11.4 The Supplier and the Client agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these terms and conditions.
11.5 The Client waives their rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.
11.6 The Client waives their rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.
11.7 Unless otherwise agreed to in writing by the Supplier, the Client waives their right to receive a verification statement in accordance with section 157 of the PPSA.
11.9 Subject to any express provisions to the contrary nothing in these Terms is intended to have the effect of contracting out of any of the provisions of the PPSA.
- Security and Charge
12.1 In consideration of the Supplier agreeing to supply the Goods, the Client charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Client either now or in the future, to secure the performance by the Client of its obligations under these Terms (including, but not limited to, the payment of any money).
12.2 The Client indemnifies the Supplier from and against all the Supplier’s costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising the Supplier’s rights under this clause.
- Defects, Warranties and Returns, Competition and Consumer Act 2010 (CCA)
13.1 The Client must inspect the Goods on delivery and must within seven (7) days of delivery notify the Supplier in writing of any evident Defect, shortage in quantity, or failure to comply with the description or quote. The Client must notify any other alleged Defect in the Goods as soon as reasonably possible after any such Defect becomes evident. Upon such notification the Client must allow the Supplier to inspect the Goods.
13.2 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 (Non-Excluded Guarantees).
13.3 The Supplier acknowledges that nothing in these Terms purports to modify or exclude the Non-Excluded Guarantees.
13.4 Except as expressly set out in these Terms or in respect of the Non-Excluded Guarantees, the Supplier makes no warranties or other representations under these Terms, including but not limited to the quality or suitability of the Goods. The Supplier’s liability in respect of these warranties is limited to the fullest extent permitted by law.
13.5 If the Client is a consumer within the meaning of the CCA, the Supplier’s liability is limited to the extent permitted by section 64A of Schedule 2.
13.6 If the Supplier is required to replace the Goods under this clause or the CCA, but is unable to do so, the Supplier will refund any money the Client has paid for the Goods.
13.7 If the Client is not a consumer within the meaning of the CCA, the Supplier’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 Client by the Supplier at the Supplier’s sole discretion; or
(b) limited to any warranty to which the Supplier is entitled, if the Supplier did not manufacture the Goods.
13.8 Subject to this clause 13, returns will only be accepted provided that:
(a) the Client has complied with the provisions of clause 13.1; and
(b) the Supplier has agreed that the Goods are Defective (which agreement will not be unreasonable withheld); and
(c) the Goods are returned within 30 days of delivery; and
(d) the Goods are returned in as close a condition to that in which they were delivered as is possible.
13.9 Notwithstanding clauses 13.1 to 13.8 but subject to the CCA, the Supplier 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 Client failing to properly maintain or store any Goods;
(b) the Client using the Goods for any purpose other than that for which they were designed;
(c) the Client continuing the use of any Goods after any defect became apparent or should have become apparent to a reasonably prudent operator or user;
(d) the Client or the Client’s representative modifying or altering the Goods in any way;
(e) the Goods being installed by any person without the relevant SCEC Locksmith qualifications;
(f) the Client failing to follow any instructions or guidelines provided by the Supplier;
(g) fair wear and tear, or act of God.
13.10 The Supplier may in its absolute discretion accept non-Defective Goods for return in which case the Supplier may require the Client to pay handling fees of up to ten percent (10%) of the value of the returned Goods plus any freight costs.
13.11 Notwithstanding anything contained in this clause if the Supplier is required by a law to accept a return, then the Supplier will only accept a return on the conditions imposed by that law.
- Intellectual Property
14.1 Where the Supplier (or the Supplier’s representative) has designed, drawn or developed Documentation for the Client (including but not limited to, reports, specifications, bills of quantity, schedules, calculations and other documents), then the copyright in those designs, drawings and Documentation shall remain the property of the Supplier (or the Supplier’s relevant patent holder).
14.2 The Supplier shall retain ownership of the copyright to all Documentation produced by the Supplier during the course of the Services. The Client shall only have a licence to use such Documentation for the purpose of the individual brief supplied, and the proposal accepted, by the Client and is not entitled to any additional use without the Supplier’s express approval in writing.
14.3 If the Client commits a material breach of these Terms (including but not limited to those Terms which relate to payment), the Supplier may revoke the licence referred to in clause 14.2.
14.4 Unless expressly agreed by the Supplier, no third party may rely upon any Documentation provided under this agreement for any other project, and the Client indemnifies the Supplier from an unlicensed use of, or reliance on, said Documentation for that purpose.
14.5 The Client 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 Client’s order and the Client agrees to indemnify the Supplier against any action taken by a third party against the Supplier in respect of any such infringement.
- Default and Consequences of Default
15.1 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 after as well as before any judgment.
15.2 If the Client owes the Supplier any money the Client shall indemnify the Supplier from and against all costs and disbursements incurred by the Supplier in recovering the debt.
15.3 Without prejudice to any other remedies the Supplier may have, if at any time the Client commits a material breach of these Terms (including but not limited to those Terms which relate to payment), the Supplier may suspend or terminate the supply of Goods to the Client. The Supplier will not be liable to the Client for any loss or damage the Client suffers because the Supplier has exercised its rights under this clause.
15.4 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 Client which remains unfulfilled and all amounts owing to the Supplier shall, whether or not due for payment, become immediately payable if:
(a) any money payable to the Supplier becomes overdue,;
(b) the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
(c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.
- Cancellation
16.1 If the Supplier is unable to fulfil an order for Goods submitted by the Client, the Supplier may cancel any contract to which these Terms apply or cancel delivery of Goods at any time before the Goods are delivered by giving written notice to the Client. On giving such notice the Supplier shall repay to the Client any money paid by the Client for the Goods, (including any deposit paid) less the cost of any expenses already reasonably incurred by the Supplier. The Supplier shall not be liable for any loss or damage (whether direct, indirect, or consequential) arising from such cancellation, except where such exclusion is prohibited by law.
16.2 In the event that the Client cancels delivery of Goods, the Client shall be liable for any loss incurred (whether direct or indirect) by the Supplier as a result of the cancellation.
16.3 Cancellation of orders for Goods made to the Client’s specifications, or for non-stocklist items, will not be accepted once production has commenced.
- Privacy Act 1988
17.1 The Client consents to and authorises 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 Client in relation to credit provided by the Supplier.
17.2 The Client agrees that the Supplier may exchange information about the Client with those credit providers and with related body corporates for the following purposes:
(a) to assess an application by the Client; and/or
(b) to notify other credit providers of a default by the Client; and/or
(c) to exchange information with other credit providers as to the status of this credit account, where the Client is in default with other credit providers; and/or
(d) to assess the creditworthiness of the Client including the Client’s repayment history in the preceding two years.
17.3 The Client consents to the Supplier being given a consumer credit report to collect overdue payment on commercial credit.
17.4 The Client 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; and/or
(b) analysing, verifying and/or checking the Client’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 Client; and/or
(d) enabling the collection of amounts outstanding in relation to the Goods.
17.5 The Supplier may give information about the Client 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 Client including credit history.
17.6 The information given to the CRB may include:
(a) personal information as outlined in 17.1 above;
(b) name of the credit provider and that the Supplier is a current credit provider to the Client;
(c) whether the credit provider holds an Australian Credit Licence;
(d) type of consumer credit;
(e) details concerning the Client’s application for credit or commercial credit (e.g. date of commencement/termination of the credit account and the amount requested);
(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 Client 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 reasonable opinion of the Supplier, the Client has committed a serious credit infringement;
(h) advice that the amount of the Client’s overdue payment is equal to or more than one hundred and fifty dollars ($150).
17.7 The Client shall have the right to request (by e-mail) from the Supplier:
(a) a copy of the information about the Client 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 Client for the purpose of direct marketing.
17.8 The Supplier will destroy personal information upon the Client’s request (by e-mail) or if it is no longer required unless it is required in order to fulfil the obligations of these Terms, or is required to be maintained and/or stored in accordance with the law.
17.9 The Client 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 make a decision as to the complaint within thirty (30) days of receipt of the complaint. In the event that the Client is not satisfied with the resolution provided, the Client can make a complaint to the Information Commissioner at www.oaic.gov.au.
- General
18.1 The failure by the Supplier to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect the Supplier’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.
18.2 These Terms and any contract to which they apply shall be governed by the laws of the Australian Capital Territory and the parties irrevocably submit to and are subject to the exclusive jurisdiction of the courts of the Australian Capital Territory.
18.3 Subject to clause 13, and to the extent permitted by law, the Supplier shall be under no liability to the Client for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by the Supplier of these Terms, or alternatively the Supplier’s liability shall be limited to damages, which in any case shall not exceed the Price of the Goods.
18.4 The Client shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Client by the Supplier nor to withhold payment of any invoice because part of that invoice is in dispute.
18.5 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, pandemic, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.
18.6 If any provision of these Terms is found to be invalid or unenforceable, such provision will be severed from these Terms and this will not affect the validity or enforceability of the other provisions of these Terms which will remain in full force and effect.
18.7 The Client warrants that it has the power to enter into these Terms and has obtained all necessary authorisations to allow it to do so, it is not insolvent and that these Terms create binding and valid legal obligations on it.