Terms and Conditions
Terms and Conditions of Use
The use of this website is subject to the Terms of Use as detailed below in conjunction with our standard Terms and Conditions for the supply of Goods and/or Services which together constitute the full agreement between you the Customer and ourselves. By using this website you acknowledge that you have read, accepted and agree to be bound by both of these sets of Terms and Conditions.
If you intend to transact through this website (i.e. purchase Goods and/or Services) then you warrant that you are at least 18 years of age, that you have the power to enter into this agreement and you acknowledge that this agreement creates binding and valid legal obligations upon you.
If you do not agree with or do not wish to accept the Terms and Conditions relating to this website, then please do not use this website. You are also advised that failure to accept our Terms and Conditions may result in your inability to access certain sections of this website.
Privacy Policy
We are committed to protecting your Privacy in accordance with Australian Principles. We also recognise that when you choose to provide us information about yourself that you trust us to act responsibly and in your best interests therefore we have the following policies in place to protect your personal information.
Storing Your Information
We will take all reasonable steps to ensure that your information held by us is accurate up-to date, complete, applicable, is not misleading and will only be used for the purposes stated in this Privacy Policy. We will maintain security safeguards to protect your information and will take all reasonable steps to ensure that your information is not disclosed to any unauthorised person or entity.
Securing Your Information
When making a transaction through this website your information will pass through a secure server using SSL (secure sockets layer) encryption technology. The encryption process ensures that your information can not be read by or altered by outside influences.
Information We Collect
When you request Goods and/or Services we may collect personal information supplied by you when you complete an online form in order to facilitate the purchase of Goods and/or Services. Such information will enable us to process your transactions efficiently, analyse our website services and enable us to provide a higher level of customer service (which may include informative or promotional activities).
We may also collect the following information/tracking data for statistical purposes and to help us understand how to make our website more available and user friendly for you and to measure the success of any advertising activities we may under take:
(a) Your IP address.
(b) The date and time of your visits to our website.
(c) Your clicks and activity on this site.
(d) The referring site if any through which you clicked through to this site.
(e) Technical information on your browser, device and operating systems.
Information We Release
We will only release information about you as authorised by yourself, required by law or where required in order for us to provide Goods and/or Services to yourself e.g. to third party suppliers, or delivery companies. Where supplied to such third parties the information provided will only be sufficient for the third party to perform their services and may not be used by them for any other purpose.
We will not release your information for any purpose which you could reasonably expect us not to release the information.
Except as detailed above we do not share, give, sell, rent, or lease information to third parties and your personal information will only be disclosed to those employees within our organisation who have a need to know in order to ensure you are provided with information about our products and Services or to request Goods and/or Services through this website.
Under the Privacy Act legislation you can ask to see any information we may hold about you and you also have the right to have any inaccuracies in the same corrected by us. We will comply with any such requests to the extent required by the Privacy Act legislation within fourteen (14) days of the receipt of your request.
Cookies
Our website uses a technology called cookies (a small element of data that our website may send to your computer) that may be used to provide you with specific information for the purpose of us tracking site usage and traffic. These cookies do not read your hard drive but may be stored on your hard drive to enable our website to recognise you when you return to the same.
Mailing Lists
If at any time you are on a mailing list of ours then you may request to be removed from the same and we will comply with your request if there is no unsubscribe button provided then please contact us with your request using the “Contact Us” section of this website.
Returns, Damaged or Defective Goods
Our policy in relation to Returns, Damaged or Defective Goods shall be as specified in our standard Terms and Conditions for the supply of Goods and/or Services. We shall not accept returns for change of mind or if you make a wrong decision unless due to our negligence or incorrect information supplied by ourselves.
Copyright and Trademarks
The contents of this website are at all times the copyright or trademark property of either ourselves, our suppliers or linked third parties and you may not distribute, reproduce, display, publish any trademark or other content of this website for any purpose whatsoever without the prior written approval of us, our suppliers or linked third parties (each as applicable). Furthermore you agree to indemnify us against any claims, costs, damages or losses incurred by us should you fail to comply with clause.
Advertisers and Linked Sites
The display on our website of any advertiser or the provision of a link to third party websites does not constitute our endorsement of either the advertiser or third party provider or any of their website content or business practices. As we do not have any control of the content of any third party websites, access to such websites is at your sole risk and we recommend that you thoroughly review the terms and conditions of use and the Privacy policies of any third party website immediately once you access such a site.
We shall accept no liability in regards to any dealings, promotions or activities between yourself and advertisers or third party providers.
Specifications and Information
Specifications and information provided on this website are given in good faith based on our knowledge, experience, or information provided to us by manufacturers and/or suppliers, or derived from sources believed to be accurate at the time the information is received by us, therefore it is recommended if you have any concerns as to the suitability of Goods or Services provided through this website in respect of the use of the Goods or Services or their suitability for a particular use that you contact us or seek external professional opinion.
You acknowledge and accept that colours of items displayed on the website may not reflect the true and actual colour of such items as this may be affected by external influences such as the quality of images supplied to us for use, or the quality, age or settings on your monitor. If colour is a major factor in your decision making we recommend you contact us before purchase.
On-Line Ordering
Display on this website does not guarantee the availability of any particular Good(s) therefore all orders placed through this website shall be subject to confirmation of acceptance by us. Orders for Services shall be subject to confirmation of suitable timeframes between you and ourselves for provision of the Services.
Changes to Terms and Conditions
We reserve the right to change any of the Terms and Conditions displayed on this website (including our Privacy Policy) at any time by notifying you through this website that we have done so. By continuing to use this website it shall be deemed that you agree to be bound by the amended terms and conditions as notified and posted on the website.
Continuous Service
Due to the inherent nature of websites we cannot guarantee uninterrupted or continuous availability of this website and you accept that the website may also be unavailable from time to time for maintenance or scheduled upgrades. Where able we shall give you advanced warning of the same. We shall accept no liability in relation to website downtime whether scheduled or otherwise.
Termination of Use
These terms and your access to our website may be terminated by us (at our sole discretion) at any time without notice or any requirement to give you a reason why. In the event of termination under this clause we shall have no liability to you whatsoever (including for any consequential or direct loss you may suffer).
Jurisdiction
This website (excluding any linked third party sites) is controlled by Havwoods Group. It can be accessed from countries around the world to the extent permitted by the website. As each country has laws that may differ from Australia, by accessing this site, you agree that the laws and statutes of Australia shall apply to any dealings, actions or claims arising out of, or in relation to, this agreement, or your use of this website, irrespective of any conflict with any laws and statutes applicable to your country of domicile. You further acknowledge and agree that the filing of a claim against us (if any) must be made in the State of Australia in which our principal business premises in Australia is domiciled, and that any legal proceedings will be conducted in English.
Terms & Conditions of Trade
1. Definitions
1.1 “Client” means the person/s, entities or any person acting on behalf of and with the authority of the Client requesting Havwoods to provide the Services as specified in any proposal, quotation, order, invoice, or other documentation, and:
(a) if there is more than one Client, is a reference to each Client jointly and severally; and
(b) if the Client is a partnership, it shall bind each partner jointly and severally; and
(c) if the Client is on behalf of or part of, a Trust, shall be bound in its own capacity as a trustee; and
(d) includes the Client’s executors, administrators, successors, and permitted assigns.
1.2 “Confidential Information” means information of a confidential nature whether oral, written or in electronic form including, but not limited to, this Contract, either party’s intellectual property, operational information, know-how, trade secrets, financial and commercial affairs, Contracts, client information (including but not limited to, “Personal Information” such as: name, address, D.O.B, occupation, driver’s license details, electronic contact (email, Facebook or Twitter details), medical insurance details or next of kin and other contact information (where applicable), previous credit applications, credit history) and pricing details.
1.3 “Contract” means the terms and conditions contained herein, together with any quotation, order, invoice or other document or amendments expressed to be supplemental to this Contract.
1.4 “Cookies” means small files which are stored on a user’s computer. They are designed to hold a modest amount of data (including Personal Information) specific to a particular client and website and can be accessed either by the web server or the client’s computer. If the Client does not wish to allow Cookies to operate in the background when using Havwoods’ website, then the Client shall have the right to enable / disable the Cookies first by selecting the option to enable / disable provided on the website, prior to making enquiries via the website.
1.5 “Goods” means all Goods or Services supplied by Havwoods 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).
1.6 “GST” means Goods and Services Tax as defined within the “A New Tax System (Goods and Services Tax) Act 1999” (Cth).
1.7 “Havwoods” means Select Timbers Australia Pty Ltd ATF Select Unit Trust T/A Havwoods Australia, its successors and assigns or any person acting on behalf of and with the authority of Select Timbers Australia Pty Ltd ATF Select Unit Trust T/A Havwoods Australia.
1.8 “Price” means the Price payable (plus any GST where applicable) for the Goods as agreed between Havwoods and the Client in accordance with clause 6 below.
2. Acceptance
2.1 The parties acknowledge and agree that:
(a) they have read and understood the terms and conditions contained in this Contract; and
(b) the parties are taken to have exclusively accepted and are immediately bound, jointly and severally, by these terms and conditions if the Client places an order for or accepts Delivery of the Goods.
2.2 These terms and conditions are meant to be read in conjunction with the terms and conditions posted on Havwoods’ website. In the event of any inconsistency between the terms and conditions of this Contract and any other prior document or schedule that the parties have entered into, the terms of this Contract shall prevail.
2.3 Any amendment to the terms and conditions contained in this Contract may only be amended in writing by the consent of both parties.
2.4 Havwoods retains the right to change specifications without notice in accordance with its policy of continued product development.
2.5 The Client acknowledges and accepts that:
(a) the supply of Goods:
(i) on credit shall not take effect until the Client has completed a credit application with Havwoods and it has been approved with a credit limit established for the account. In the event that the supply of Goods requested exceeds the Client’s credit limit and/or the account exceeds the payment terms, Havwoods reserves the right to refuse Delivery; and
(ii) for accepted orders may be subject to availability and if, for any reason, Goods are not or cease to be available, Havwoods reserves the right to substitute comparable Goods (or components of the Goods) and vary the Price as per clause 6.2. In all such cases Havwoods will notify the Client in advance of any such substitution, and also reserves the right to place the Client’s order and/or Services on hold, as per clause 7.1 until such time as Havwoods and the Client agree to such changes.
(b) the supply of certain species of timber may be restricted from time to time due to lack of resource and circumstances beyond Havwoods control; and
(c) it shall be the sole responsibility of the Client (or the Client’s agent) to ascertain prior to placement of any order with Havwoods any specific standards, requirements or ratings (e.g. fire and slip ratings) that any Goods to be supplied by Havwoods are expected to comply with (particularly in respect of any application that the Goods are to be used for, or any specific end result that the Client expects the Goods to achieve), and must advise Havwoods of the same (in writing) when placing any order. Under no circumstances whatsoever will any liability be accepted by Havwoods should Goods supplied subsequently prove to be unsuitable for the end result that the Client is trying to achieve or does not meet any standard or rating that the Client is required to comply with, except where it can be clearly determined that the Goods supplied did not meet the Client’s requirements as were specified in the Client’s order.
2.6 Any advice, recommendation, information, assistance, or service provided by the Contractor in relation to the Goods or Services supplied is given in good faith to the Client, or the Client’s agent and is based on the Contractor’s own knowledge and experience and shall be accepted without liability on the part of the Contractor. Where such advice or recommendations are not acted upon then the Contractor shall require the Client or their agent to authorise commencement of the Services in writing. The Contractor shall not be liable in any way whatsoever for any damages or losses that occur after any subsequent commencement of the Services.
2.7 Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 9 of the Electronic Transactions Act 2000 (NSW), Section 9 of the Electronic Communications Act 2000 (SA), Section 9 of the Electronic Transactions Act 2001 (ACT), Section 9 of the Electronic Transactions (Victoria) Act 2000, Section 9 of the Electronic Transactions (Northern Territory) Act 2000, Section 14 of the Electronic Transactions (Queensland) Act 2001, Section 7 of the Electronic Transactions Act 2000 (TAS), Section 10 of the Electronic Transactions Act 2011 (WA), (whichever is applicable), or any other applicable provisions of that Act or any Regulations referred to in that Act.
3. Erros and Omissions
3.1 The Client acknowledges and accepts that Havwoods shall, without prejudice, accept no liability in respect of any alleged or actual error(s) and/or omission(s):
(a) resulting from an inadvertent mistake made by Havwoods in the formation and/or administration of this Contract; and/or
(b) contained in/omitted from any literature (hard copy and/or electronic) supplied by Havwoods in respect of the Services.
3.2 In circumstances where the Client is required to place an order for Goods, in writing, or otherwise as permitted by these terms and conditions, the Client is responsible for supplying correct order information such as, without limitation, measurements and quantity, when placing an order for Goods (whether they are made to order Goods or not) ("Client Error"). The Client must pay for all Goods it orders from Havwoods notwithstanding that such Goods suffer from a Client Error and notwithstanding that the Client has not taken or refuses to take Delivery of such Goods. Havwoods is entitled to, at its absolute discretion to waive its right under this sub-clause in relation to Client Errors.
4. Changes in Control
4.1 The Client shall give Havwoods not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client and/or any other change in the Client’s details (including but not limited to, changes in the Client’s name, address, contact phone or fax number/s, change of trustees, or business practice). The Client shall be liable for any loss incurred by Havwoods as a result of the Client’s failure to comply with this clause.
5. Credit Card Information
5.1 Havwoods will:
(a) keep the Client’s personal details, including credit card details for only as long as is deemed necessary by Havwoods;
(b) not disclose the Client’s credit card details to any third party;
(c) not unnecessarily disclose any of the Client’s personal information, except is accordance with the Privacy Act (clause 18) or where required by law.
5.2 The Client expressly agrees that, if pursuant to this Contract, there are any unpaid charges or other amounts due and outstanding by the Client, Havwoods is entitled to immediately charge the Client’s nominated credit card for these amounts and is irrevocably authorised to complete any documentation and take any action to recover from the credit card issuer any and all amounts which may be due by the Client pursuant to the terms of this Contract.
6. Price and Payment
6.1 At Havwoods’ sole discretion, the Price shall be either:
(a) as indicated on any invoice provided by Havwoods to the Client upon placement of an order for Goods; or
(b) the Price as at the date of Delivery of the Goods according to Havwoods’ current price list, as previously disclosed to the Client upon the Client’s placement of an order for Goods; or
(c) Havwoods’ quoted Price (subject to clause 6.2) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days.
6.2 Havwoods reserves the right to change the Price:
(a) if a variation to Havwoods’ quotation is requested; or
(b) if a variation to the Services originally scheduled (including any specific standards, requirements, 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, any variation as a result of additional work required such as floor preparation, rotten floorboards, cleaning, extra rooms, additional Goods required, take-up and disposal of old floor coverings, inaccurate measurements provided by the Client, etc.) which are only discovered on commencement of the Services; or
(d) in the event of increases to Havwoods in the cost of labour or materials (including, but not limited to, overseas transactions that may increase as a consequence of variations in foreign currency rates of exchange and/or international freight and insurance charges), which are beyond Havwoods’ control.
6.3 Further to clause 6.2 Havwoods has the right to halt all Services until such time as Havwoods and the Client agree to changes to the plans and/or specifications as outlined in the quotation to incorporate such variances.
6.4 Variations will be charged for on the basis of Havwoods’ quotation, and will be detailed in writing, and shown as variations on Havwoods’ invoice. The Client shall be required to respond to any variation submitted by Havwoods within ten (10) working days. Failure to do so will entitle Havwoods to add the cost of the variation to the Price. Payment for all variations must be made in full at the time of their completion.
6.5 At Havwoods’ sole discretion, a reasonable non-refundable deposit may be required upon placement of an order for Goods, in accordance with any quotation provided by Havwoods or as notified to the Client prior to the placement of an order for Goods.
6.6 Time for payment for the Goods being of the essence, the Price will be payable by the Client on the date/s determined by Havwoods, which may be:
(a) thirty (30) days following the date of the invoice;
(b) the date specified on any invoice or other form as being the date for payment; or
(c) failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Client by Havwoods.
6.7 Payment may be made by cash, cheque, bank cheque, electronic/on-line banking, credit card (a surcharge may apply per transaction), or by any other method as agreed to between the Client and Havwoods.
6.8 Havwoods may in its discretion allocate any payment received from the Client towards any invoice that Havwoods determines and may do so at the time of receipt or at any time afterwards. On any default by the Client Havwoods may re-allocate any payments previously received and allocated. In the absence of any payment allocation by Havwoods, payment will be deemed to be allocated in such manner as preserves the maximum value of Havwoods’ Purchase Money Security Interest (as defined in the PPSA) in the Goods.
6.9 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 Havwoods nor to withhold payment of any invoice because part of that invoice is in dispute. Once in receipt of an invoice for payment, if any part of the invoice is in dispute, then the Client must notify Havwoods in writing within three (3) business days, the invoice shall remain due and payable for the full amount, until such time as Havwoods investigates the disputed claim, no credit shall be passed for refund until the review is completed. Failure to make payment may result in Havwoods placing the Client’s account into default and subject to default interest in accordance with clause 16.1.
6.10
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Unless otherwise stated the Price does not include GST. In addition to the Price, the Client must pay to Havwoods an amount equal to any GST Havwoods must pay for any supply by Havwoods 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.
7. Provision of the Services
7.1 Subject to clause 7.2 it is Havwoods’ responsibility to ensure that the Services start as soon as it is reasonably possible.
7.2 The Services commencement date will be put back and the building period extended by whatever time is reasonable in the event that Havwoods claims an extension of time (by giving the Client written notice) where completion is delayed by an event beyond Havwoods’ control including, but not limited to, any failure by the Client to:
(a) make a selection; or
(b) have the site ready for installation; or
(c) notify Havwoods that the site is ready.
7.3 Delivery (“Delivery”) of the Goods is taken to occur at the time that: .
(a) the Client or the Client’s nominated carrier takes possession of the Goods at Havwoods’ address; or
(b) Havwoods (or Havwoods’ nominated carrier) delivers the Goods to the Client’s nominated address even if the Client is not present at the address.
7.4 The cost of delivery will be payable by the Client in accordance with the quotation provided by Havwoods to the Client, or as otherwise notified to the Client prior to the placement of an order for the Goods.
7.5 The Client 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 or to the value that has been delivered.
7.6 Any time specified by Havwoods for Delivery of the Goods is an estimate only and Havwoods will not be liable for any loss or damage incurred by the Client because of Delivery being late. However, both parties agree that they shall make every endeavour to enable the Goods to be delivered at the time and place as was arranged between both parties. If Havwoods is unable to supply the Goods as agreed solely due to any action or inaction of the Client, then Havwoods shall be entitled to charge a reasonable fee for redelivery and/or storage.
8. Risk
8.1 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.
8.2 If any of the Goods are damaged or destroyed following Delivery but prior to ownership passing to the Client, Havwoods is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by Havwoods is sufficient evidence of Havwoods’ rights to receive the insurance proceeds without the need for any person dealing with Havwoods to make further enquiries.
8.3 If the Client requests Havwoods to leave Goods outside Havwoods’ premises for collection or to deliver the Goods to an unattended location, then such Goods shall be left at the Client’s sole risk.
8.4 Where the Contractor is to both supply and install Goods then the Contractor shall maintain a contract works insurance policy until the Services are completed. Upon completion of the Services all risk for the Services shall immediately pass to the Client.
8.5 The Contractor shall be entitled to rely on the accuracy of any plans, specifications and other information provided by the Client. The Client acknowledges and agrees that in the event that any of this information provided by the Client is inaccurate, the Contractor accepts no responsibility for any loss, damages, or costs however resulting from these inaccurate plans, specifications or other information.
8.6 The Client acknowledges and accepts that:
(a) Goods supplied may:
(i) 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;
(ii) mark or stain if exposed to certain substances; and
(iii) be damaged or disfigured by impact or scratching.
(b) skirting boards/kick boards may exhibit some markings on these surfaces due to the necessity of high-speed sanding equipment to be operated right up to the skirting to achieve the best possible result;
(c) coatings may reject polyurethane with some chemical substances for example, old wax, polish, oils, and even natural resins in timber. Any subsequent recoats necessary to rectify this occurrence may be charged for;
(d) beadings, trim and/or silicone is not included unless specified in the quotation;
(e) different types of old floor coverings for example “Black Japan”, old coatings or wax may produce a “two tone” effect in some older timbers, which cannot be sanded out;
(f) movement between boards may stretch polyurethane and cause an opaque line;
(g) gaps between boards may cause “quilting”;
(h) swirling marks from rotary equipment is a normal part of the sanding process and can be visible under certain lighting;
(i) some existing stains and markings (such as black marks around nails and water marks) on the floorboards cannot be removed;
(j) cupping of timber can occur after sanding and polishing due to moisture levels in timber; and
(k) edge bonding is a consequence of timber shrinkage and the boards been stuck together with the polyurethane and is not a result of the Services provided by Havwoods.
8.7 Timber is a hydroscopic material subject to expansion and contraction, therefore, Havwoods will accept no responsibility for gaps that may appear in the flooring during prolonged dry periods or swelling and/or cupping caused by moisture and periods of high humidity.
8.8 Havwoods shall not be liable for any damage or inconsistencies in the floorboards caused by air-conditioning, air flow, sun exposure, and dust in the air, heating, or large expanses of glass windows without curtains or blinds, or any other site conditions that affect the completed condition of the floors.
8.9 The Client will only inspect or view a timber floor from a standing position, as this is generally how you will be living on it. Minor marks or slight imperfections in the floor finish that can only be viewed from a crouching or kneeling position will not be considered defects.
8.10 Whilst Havwoods will take all due care to avoid contamination of the finished surface, Havwoods accepts no responsibility for contamination by natural contaminates such as dust or hair which may be present at the site.
9. Clients Responsibilities
9.1 It is the Customers responsibility to;
(a) ensure that Havwoods always has clear and free access to the site to enable them to undertake the Services. Havwoods 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 Havwoods;
(b) have all areas clean and clear to enable scheduled work to be completed in accordance with the schedule of installation;
(c) remove all existing floor coverings, tacks, and staples;
(d) fully disclose any information that may affect Havwoods’ installation procedures (including, but not limited to, disclosing known breaks or tears in the membrane, extensions of existing slabs, thickened beams, curing compounds that may have been used or the use of concrete over 25mpa);
(e) ensure the sub-floor is adequately ventilated and is structurally sound;
(f) ensure that the levels of a sub-floor are satisfactory as the floor coverings can only follow the contours of the sub-floor and will not correct unevenness;
(g) remove all fragile items such as glassware, crockery, pot plants, furniture, and ornaments. Breakages and damages are the responsibility of the Client. All care taken but no responsibility accepted by Havwoods in this regard;
(h) provide adequate dustsheets to protect the Clients furniture and décor. Havwoods will not accept any responsibility for cleaning or repair costs attributed to dust or damage caused by any sanding process. Flaking or crumbing walls should be temporarily covered by the Client, until the coatings are dry;
(i) extinguish all naked flames prior to coating including, but not limited to, pilot lights heaters etc;
(j) supply a 15 amp/240-volt electrical power source to within 20 metres of the project;
(k) ensure that full and final lighting as designed for the completed project is fully operational prior to sanding works commencing and are made available for use at no cost for the duration of the project. Any costs incurred by Havwoods will be invoiced to the Client should this requirement not be met; and
(l) make the premises available on the agreed date and time. If installation is interrupted by the failure of the Client to adhere to the installation schedule agreed to between Havwoods and the Client, any additional costs will be invoiced to the Client as an extra.
9.2 Havwoods is not insured to remove furniture or fittings and will not do so, nor is Havwoods licensed to move gas or electrical appliances.
9.3 The Client agrees to indemnify Havwoods against any claims howsoever arising from the provisions in clause 9.
9.4 Where Havwoods requires that Goods, tools etc. required for the Services be stored at the site, the Client shall supply Havwoods a safe area for storage and shall take all reasonable efforts to protect all items from destruction, theft or damage. In the event that any of the stored items are destroyed, stolen or damaged, then the cost of repair or replacement shall be the Client’s responsibility.
10. Compliance with Laws
10.1 The Client and Havwoods shall comply with the provisions of all statutes, regulations and bylaws of government, local and other public authorities that may be applicable to the Goods and Services.
10.2 The Client shall obtain (at the expense of the Client) all licenses, permits, approvals etc. that may be required for the Goods and/or Services.
10.3 The Client agrees that the site where Services are being supplied will comply with any work, health and safety (WHS) laws and any other relevant safety standards or legislation.
Modern Slavery
10.4 For the purposes of clauses 10.4 to 10.9:
(a) “Act” means the Modern Slavery Act 2018 (cth)
(b) “Modern Slavery”, “Modern Slavery Statement” and “Reporting Entity” have the meanings given by the Act.
10.5 If the Client is a Reporting Entity, it shall comply with all of its obligations under the Act.
10.6 Whether the Client is a Reporting Entity or not, the Client shall:
(a) use reasonable endeavours to identify, assess and address risks of Modern Slavery practices in its operations and supply chains;
(b) use its reasonable endeavours to ensure that the personnel responsible for managing the operations and supply chains used for the purposes of the Contract have undertaken suitable training to identify and report Modern Slavery;
(c) use its reasonable endeavours to ensure that if at any time the Client becomes aware of Modern Slavery practices in its operations and supply chains, the Client must as soon as reasonably practicable take all reasonable steps to address or remove these practices;
(d) provide to Havwoods a copy of any Modern Slavery Statement that it submits under the Act within seven (7) days of so doing; and
(e) within seven (7) days of Havwoods’ request (or such longer period as Havwoods agrees), provide to Havwoods any information or assistance reasonable requested by Havwoods;
(i) concerning the Client’s compliance with the Act;
(ii) concerning the Client’s operations and supply chains;
(iii) to enable Havwoods to prepare a Modern Slavery Statement or otherwise comply with the Act; or
(iv) to enable Havwoods to assess and address risks of Modern Slavery practices in its operations and supply chains.
10.7 The parties agree that in the circumstances a breach arises pursuant to this clause or the terms of the Act, the parties will try and resolve the breach by way of remediation and Havwoods will be able to terminate the Contract for any breach by the Client.
10.8 The Client warrants that any information supplied to Havwoods is true and accurate and may be relied upon for the purposes of the Act.
10.9 The Client shall indemnify Havwoods against any loss or liability suffered by Havwoods as a result of the Client’s breach of this clause 10.
11. Title
11.1 Havwoods and the Client agree that ownership of the Goods shall not pass until:
(a) the Client has paid Havwoods all amounts owing to Havwoods; and
(b) the Client has met all of its other obligations to Havwoods.
11.2 Receipt by Havwoods 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, until ownership of the Goods passes to the Client in accordance with clause 11.1:
(a) the Client is only a bailee of the Goods and must return the Goods to Havwoods on request;
(b) the Client holds the benefit of the Client’s insurance of the Goods on trust for Havwoods and must pay to Havwoods 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 Havwoods and must pay or deliver the proceeds to Havwoods 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 Havwoods and must sell, dispose of or return the resulting product to Havwoods as it so directs;
(e) the Client irrevocably authorises Havwoods to enter any premises where Havwoods believes the Goods are kept and recover possession of the Goods;
(f) Havwoods may recover possession of any Goods in transit whether or not Delivery has occurred;
(g) 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 Havwoods; and
(h) Havwoods may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Client.
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 Client 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 that have previously been supplied and that will be supplied in the future by Havwoods to the Client, and the proceeds from such Goods.
12.3 The Client 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 Havwoods 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, Havwoods 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 Havwoods;
(d) not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods or the proceeds of such Goods in favour of a third party without the prior written consent of Havwoods;
(e) immediately advise Havwoods of any material change in its business practices of selling the Goods which would result in a change in proceeds derived from such sales.
12.4 Havwoods 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.
12.5 The Client waives their rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.
12.6 The Client 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 Havwoods, the Client waives their right to receive a verification statement in accordance with section 157 of the PPSA.
12.8 The Client must unconditionally ratify any actions taken by Havwoods under clauses 12.3 to 12.5.
12.9 Subject to any express provisions to the contrary (including those contained in this clause 12), 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 Havwoods agreeing to supply the Goods and/or provide its Services, the Client grants Havwoods a security interest by way of a floating charge (registerable by Havwoods pursuant to the PPSA) over all of its present and after acquired rights, title and interest (whether joint or several) in all other assets that is now owned by the Client or owned by the Client in the future, to the extent necessary to secure the repayment of monies owed under this Contract for provision of the Goods and/or Services under this Contract and/or permit Havwoods to appoint a receiver to the Client in accordance with the Corporations Act 2001 (Cth).
13.2 The Client indemnifies Havwoods from and against all Havwoods’ costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising Havwoods’ rights under this clause.
13.3 In the event that the Client defaults or breaches any term of this Contract and as a result, the security provided in clauses 11.1, 12.2 and 13.1 as applicable, is deemed insufficient by Havwoods to secure the repayment of monies owed by the Client to Havwoods, the Client hereby grants Havwoods a security interest as at the date of the default, by way of a charge, that enables the right and entitlement to lodge a caveat over any real property and or land owned by the Client now, or owned by the Client in the future, to secure the performance of the Client of its obligations under these terms and conditions (including, but not limited to, the payment of any money.
14. Defects, Warranties and Returns, Competition and Consumer Act 2010 (CCA)
14.1 The Client must inspect the Goods on Delivery and must within seven (7) days of Delivery notify Havwoods in writing of any evident defect/damage, 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 Havwoods 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 Havwoods 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, Havwoods makes no warranties or other representations under these terms and conditions including but not limited to the quality or suitability of the Goods. Havwoods’ liability in respect of these warranties is limited to the fullest extent permitted by law.
14.5 If the Client is a consumer within the meaning of the CCA, Havwoods’ liability is limited to the extent permitted by section 64A of Schedule 2.
14.6 If Havwoods is required to replace the Goods under this clause or the CCA, but is unable to do so, Havwoods may refund any money the Client has paid for the Goods.
14.7 If the Client is not a consumer within the meaning of the CCA, Havwoods’ 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 Havwoods at Havwoods’ sole discretion;
(b) limited to any warranty to which Havwoods is entitled, if Havwoods 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 Client has complied with the provisions of clause 14.1; and
(b) Havwoods has agreed that the Goods are defective; and
(c) the Goods are returned within a reasonable time at the Client’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, Havwoods 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 failing to follow any instructions or guidelines provided by Havwoods;
(e) fair wear and tear, any accident, or act of God.
14.10 Havwoods may in its absolute discretion accept non-defective Goods for return in which case Havwoods may require the Client to pay handling fees of up to twenty percent (20%) of the value of the returned Goods plus any freight costs.
14.11 Notwithstanding anything contained in this clause if Havwoods is required by a law to accept a return, then Havwoods will only accept a return on the conditions imposed by that law.
15. Intellectual Property
15.1 Where Havwoods has designed, drawn, or developed Goods for the Client, then the copyright in any designs and drawings and documents shall remain the property of Havwoods. Under no circumstances may such designs, drawings and documents be used without the express written approval of Havwoods.
15.2 The Client warrants that all designs, specifications, or instructions given to Havwoods will not cause Havwoods to infringe any patent, registered design, or trademark in the execution of the Client’s order and the Client agrees to indemnify Havwoods against any action taken by a third party against Havwoods in respect of any such infringement.
15.3 The Client agrees that Havwoods may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs, drawings, or Goods which Havwoods has created for the Client.
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 Havwoods’ sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
16.2 If the Client owes Havwoods any money, the Client shall indemnify Havwoods from and against all costs and disbursements:
(a) incurred; and/or
(b) twhich would be incurred and/or
(c) for which by the Client would be liable;
in regard to legal costs on a solicitor and own client basis incurred in exercising Havwoods’ rights under these terms and conditions, internal administration fees, Havwoods’ Contract fees owing for breach of these terms and conditions’, including, but not limited to, contract default fees and/or recovery costs (if applicable), as well as bank dishonour fees.
16.3 Further to any other rights or remedies Havwoods may have under this Contract, if a Client has made payment to Havwoods, and the transaction is subsequently reversed, the Client shall be liable for the amount of the reversed transaction, in addition to any further costs incurred by Havwoods under this clause 16 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Client’s obligations under this Contract.
16.4 Without prejudice to Havwoods’ other remedies at law Havwoods shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to Havwoods shall, whether or not due for payment, become immediately payable if:
(a) any money payable to Havwoods becomes overdue, or in Havwoods’ opinion the Client will be unable to make a payment when it falls due;
(b) the Client has exceeded any applicable credit limit provided by Havwoods;
(c) 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
(d) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.
17. Cancellation
17.1 Without prejudice to any other remedies the parties may have, if at any time either party is in breach of any obligation (including those relating to payment) under these terms and conditions (“the Breaching Party”) the other party may suspend or terminate the supply or purchase of Goods and/or Services to the other party, with immediate effect, by providing the Breaching Party with written notice. Neither party will be liable for any loss or damage the other party suffers because one of the parties has exercised its rights under this clause.
17.2 If Havwoods, due to reasons beyond Havwoods’ reasonable control, is unable to deliver any Goods and/or Services to the Client, Havwoods may cancel any Contract to which these terms and conditions apply or cancel Delivery of Goods and/or Services at any time before the Goods and/or Services are delivered by giving written notice to the Client. On giving such notice Havwoods shall repay to the Client any money paid by the Client for the Goods and/or Services. Havwoods shall not be liable for any loss or damage whatsoever arising from such cancellation.
17.3 The Client may cancel Delivery of the Goods and/or Services by written notice served within forty-eight (48) hours of placement of the order. If the Client cancels Delivery in accordance with this clause 17.3, the Client will not be liable for the payment of any costs of Havwoods, except where a deposit is payable in accordance with clause 6.5. Failure by the Client to otherwise accept Delivery of the Goods and/or Services shall place the Client in breach of this Contract.
17.4 Cancellation of orders for Goods made to the Client’s specifications, or for non-stocklist items, will not be accepted once production has commenced, or an order has been placed.
18. Privacy Policy
18.1 All emails, documents, images, or other recorded information held or used by Havwoods is Personal Information, as defined and referred to in clause 18.3, and therefore considered Confidential Information. Havwoods acknowledges its obligation in relation to the handling, use, disclosure and processing of Personal Information pursuant to the Privacy Act 1988 (“the Act”) including the Part IIIC of the Act being Privacy Amendment (Notifiable Data Breaches) Act 2017 (NDB) and any statutory requirements, where relevant in a European Economic Area (“EEA”), under the EU Data Privacy Laws (including the General Data Protection Regulation “GDPR”) (collectively, “EU Data Privacy Laws”). Havwoods acknowledges that in the event it becomes aware of any data breaches and/or disclosure of the Client’s Personal Information, held by Havwoods that may result in serious harm to the Client, Havwoods will notify the Client in accordance with the Act and/or the GDPR. Any release of such Personal Information must be in accordance with the Act and the GDPR (where relevant) and must be approved by the Client by written consent, unless subject to an operation of law.
18.2 Notwithstanding clause 18.1, privacy limitations will extend to Havwoods in respect of Cookies where the Client utilises Havwoods’ website to make enquiries. Havwoods agrees to display reference to such Cookies and/or similar tracking technologies, such as pixels and web beacons (if applicable), such technology allows the collection of Personal Information such as the Client’s:
(a) IP address, browser, email client type and other similar details;
(b) tracking website usage and traffic; and
(c) reports are available to Havwoods when Havwoods sends an email to the Client, so Havwoods may collect and review that information (“collectively Personal Information”)
If the Client consents to Havwoods’ use of Cookies on Havwoods’ website and later wishes to withdraw that consent, the Client may manage and control Havwoods’ privacy controls via the Client’s web browser, including removing Cookies by deleting them from the browser history when exiting the site.
18.3 The Client agrees that Havwoods 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 (2) years.
18.4 The Client consents to Havwoods being given a consumer credit report to collect personal credit information relating to any overdue payment on commercial credit.
18.5 The Client agrees that personal credit information provided may be used and retained by Havwoods 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.
18.6 Havwoods 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.
18.7 The information given to the CRB may include:
(a) Personal Information as outlined in 18.3 above;
(b) name of the credit provider and that Havwoods is a current credit provider to the Client;
(c) whether the credit provider is a licensee;
(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 (provided Havwoods is a member of an approved OAIC External Disputes Resolution Scheme), 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 Havwoods has been paid or otherwise discharged and all details surrounding that discharge (e.g. dates of payments);
(g) information that, in the opinion of Havwoods, 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).
18.8 The Client shall have the right to request (by e-mail) from Havwoods:
(a) a copy of the Personal Information about the Client retained by Havwoods and the right to request that Havwoods correct any incorrect Personal Information; and
(b) that Havwoods does not disclose any Personal Information about the Client for the purpose of direct marketing.
18.9 Havwoods will destroy Personal Information upon the Client’s request (by e-mail) or if it is no longer required unless it is required to fulfil the obligations of this Contract or is required to be maintained and/or stored in accordance with the law.
18.10 The Client can make a privacy complaint by contacting Havwoods via e-mail. Havwoods will respond to that complaint within seven (7) days of receipt and will take all reasonable steps to reach a decision on the complaint within thirty (30) days of receipt of the complaint. If the Client is not satisfied with the resolution provided, the Client can make a complaint to the Information Commissioner at www.oaic.gov.au.
19. Unpaid Seller’s Rights
19.1 Where the Client has left any item with Havwoods for repair, modification, exchange or for Havwoods to perform any other service in relation to the item and Havwoods has not received or been tendered the whole of any monies owing to it by the Client, Havwoods shall have, until all monies owing to Havwoods are paid:
(a) a lien on the item; and
(a) the right to retain or sell the item, such sale to be undertaken in accordance with any legislation applicable to the sale or disposal of uncollected goods.
19.2 The lien of Havwoods shall continue despite the commencement of proceedings, or judgment for any monies owing to Havwoods having been obtained against the Client.
20. Other Applicable Legislation
20.1 At Havwoods’ sole discretion, if there are any disputes or claims for unpaid Goods and/or Services then the provisions of the Building and Construction Industry Security of Payment Act 2002 (Victoria), Building and Construction Industry Security of Payments Act 1999 (New South Wales), Building and Construction Industry (Security of Payment) Act 2021 (Western Australia), Building Industry Fairness (Security of Payment) Act 2017 (Queensland), Construction Contracts (Security of Payments) Act 2004 (Northern Territory of Australia), Building and Construction Industry Security of Payments Act 2009 (Tasmania), Building and Construction Industry Security of Payments Act 2009 (South Australia) and Building and Construction Industry (Security of Payment) Act 2009 (Australian Capital Territory) may apply.
20.2 Nothing in this Contract is intended to have the effect of contracting out of any applicable provisions of the any of the Acts listed in clause 20.1 (each as applicable), except to the extent permitted by the Act where applicable.
21. Service of Notices
21.1 Any written notice given under this Contract shall be deemed to have been given and received:
(a) by handing the notice to the other party, in person;
(b) by leaving it at the address of the other party as stated in this Contract;
(c) by sending it by registered post to the address of the other party as stated in this Contract;
(d) if sent by facsimile transmission to the fax number of the other party as stated in this Contract (if any), on receipt of confirmation of the transmission;
(e) if sent by email to the other party’s last known email address.
21.2 Any notice that is posted shall be deemed to have been served, unless the contrary is shown, at the time when by the ordinary course of post, the notice would have been delivered.
22. Trusts
22.1 If the Client at any time upon or subsequent to entering in to the Contract is acting in the capacity of trustee of any trust or as an agent for a trust (“Trust”) then whether or not Havwoods may have notice of the Trust, the Client covenants with Havwoods as follows:
(a) the Contract extends to all rights of indemnity which the Client now or subsequently may have against the Trust, the trustees and the trust fund;
(b) the Client has full and complete power and authority under the Trust or from the Trustees of the Trust as the case may be to enter into the Contract and the provisions of the Trust do not purport to exclude or take away the right of indemnity of the Client against the Trust, the trustees and the trust fund. The Client will not release the right of indemnity or commit any breach of trust or be a party to any other action which might prejudice that right of indemnity;
(c) the Client will not during the term of the Contract without consent in writing of Havwoods (Havwoods will not unreasonably withhold consent), cause, permit, or suffer to happen any of the following events:
(i) the removal, replacement or retirement of the Client as trustee of the Trust;
(ii) any alteration to or variation of the terms of the Trust;
(iii) any advancement or distribution of capital of the Trust; or
(iv) any resettlement of the trust fund or trust property.
23. General
23.1 Any dispute or difference arising as to the interpretation of these terms and conditions or as to any matter arising herein, shall be submitted to, and settled by, mediation before resorting to any external dispute resolution mechanisms (including arbitration or court proceedings) by notifying the other party in writing setting out the reason for the dispute. The parties shall share equally the mediator’s fees. Should mediation fail to resolve the dispute, the parties shall be free to pursue other dispute resolution avenues.
23.2 The failure by either party to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect that party’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable, that provision shall be severed from this Contract, and the validity, existence, legality, and enforceability of the remaining provisions shall not be affected, prejudiced, or impaired.
23.3 These terms and conditions and any contract to which they apply shall be governed by the laws of the state and/or territory in which the Goods and/or Services were provided by Havwoods to the Client however, in the event of a dispute that deems necessary for the matter to be referred to a Magistrates or higher court then jurisdiction will be subject to the Newcastle Local Courts in New South Wales in which Havwoods has its principal place of business. These terms prevail over all terms and conditions of the Client (even if they form part of the Client’s purchase order).
23.4 Havwoods may licence and/or assign all or any part of its rights and/or obligations under this Contract without the Client’s consent provided the assignment does not cause detriment to the Client.
23.5 The Client cannot licence or assign without the written approval of Havwoods.
23.6 Havwoods may elect to subcontract out any part of the Services but shall not be relieved from any liability or obligation under this Contract by so doing. Furthermore, the Client agrees and understands that they have no authority to give any instruction to any of Havwoods’ sub-contractors without the authority of Havwoods.
23.7 The Client agrees that Havwoods may amend their general terms and conditions for subsequent future Contracts with the Client by disclosing such to the Client in writing. These changes shall be deemed to take effect from the date on which the Client accepts such changes, or otherwise at such time as the Client makes a further request for Havwoods to provide Goods to the Client.
23.8 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm, national or global pandemics and/or the implementation of regulation, directions, rules or measures being enforced by Governments or embargo, including but not limited to, any Government imposed border lockdowns (including, worldwide destination ports), etc, (“Force Majeure”) or other event beyond the reasonable control of either party. This clause does not apply to a failure by the Client to make a payment to Havwoods, once the parties agree that the Force Majeure event has ceased.
23.9 Both parties warrant that they have the power to enter this Contract and have obtained all necessary authorisations to allow them to do so, they are not insolvent and that this Contract creates binding and valid legal obligations on them.
23.10 The rights and obligations of the parties will not merge on completion of any transaction under this Contract, and they will survive the execution and Delivery of any assignment or other document entered, for the purpose of, implementing any transaction under this Contract.
23.11 If part or all of any term of this Contract is or becomes invalid, illegal or unenforceable, it shall be severed from this Contract and shall not affect the validity and enforceability of the remaining terms of this Contract.