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Terms & Conditions

Standard terms & conditions of trade

STANDARD TERMS & CONDITIONS OF TRADE

BURKERT AUSTRALIA PTY LTD [ABN 56 001 839 569] trading as BÜRKERT FLUID CONTROL SYSTEMS

1.      Definitions

Unless the context otherwise requires:

1.1     “Seller” shall mean Burkert Australia Pty Ltd ACN 001 839 569 trading as Bürkert Fluid Control Systems and its successors and assigns

1.2     “Buyer” shall mean the Buyer or any person acting on behalf of and with the authority of the Buyer who submits an Order

1.3     “Claims” means all claims, suits, proceedings, actions, demands, litigation, judgements, losses, costs (including legal costs and disbursements and any debt collection agency fees), damages, interest, charges, expenses and all other liabilities.

1.4     1.4 “Contract” means the relevant contract for the sale of Goods and/or Services between the Seller and the Buyer comprising these Terms and Conditions of Trade and the relevant Order.

1.5     “Date of Despatch” means the date on which the Goods leave the Seller’s premises to be delivered to the Buyer and includes collection of the Goods by the Buyer (or its duly authorised agent or representative) from the Seller’s premises.

1.6     “eShop” means the website of the Seller which is www.burkert.com.au.

1.7     “Force Majeure Event” means an event beyond the reasonable control of the Seller including strikes, lock-outs or other industrial disputes, failure of a utility service or transport network, act of God, pandemic or epidemic, war, riot, terrorism, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, default of suppliers or subcontractors.

1.8     “Guarantor” means that person, (or persons), or entity who agrees to be liable for the debts of the Buyer on a principal debtor basis.

1.9     “Goods” shall mean Goods supplied by the Seller to the Buyer pursuant to a Contract (and where the context so permits shall include any supply of Services or Intangibles as hereinafter defined).

1.10   “Intellectual Property Rights” means all copyright, designs, trademarks, trade names, patents, domain names and any other intellectual property rights of any kind (whether or not registered and whether or not capable of registration) subsisting anywhere in the world.

1.11   “Order” means an order submitted by the Buyer to the Seller for the supply of the Goods and/or Services. Unless otherwise specified by the Seller, an Order has no set form and can comprise:

a)      the Buyer placing an electronic order on the eShop website by following the procedures therein (including but not limited to clicking ‘I accept’ on these Terms and Conditions of Trade and making the relevant payment if required);

b)      an email/emails;

c)      order by phone or fax,

d)      or a combination of the same.

1.12   “Services” shall mean all services supplied by the Seller to the Buyer pursuant to a Contract and includes any advice or recommendations (and where the context so permits shall include any supply of Goods as defined supra).

1.13   “Price” shall mean the price of the Goods as stated in the quotation issued by the Seller (or as displayed on the relevant eShop webpage) which shall be paid by the Buyer in accordance with clause 4 of these Terms and Conditions of Trade.

1.14   “Terms and Conditions of Trade” means the terms and conditions in this document.

2. Acceptance

2.1     All Contracts shall be deemed to incorporate these Terms and Conditions of Trade.

2.2     Any quotation issued by the Seller (including any Price displayed on the eShop) is an invitation to treat and shall not constitute an offer. The Buyer may use the quotation to submit an Order to the Seller, however, the Order is subject to acceptance by the Seller. The Seller can amend or withdraw a quotation at any time prior to an Order being accepted. Subject to the foregoing, a quotation is valid for the period specified within it or, if no period is specified, 30 days from the date of the quotation.

2.3     No Contract shall come into existence unless and until the Seller accepts the Order (which may be done in writing via an order confirmation, verbally, or by the Seller commencing to fulfil the Order). The Seller may refuse to accept an Order in its absolute discretion without having any liability to the Buyer apart from refunding any amounts already paid by the Buyer. The Buyer cannot unilaterally cancel, amend or revoke an Order once it is accepted by the seller.

2.4     Where more than one Buyer has entered into this agreement, the Buyers shall be jointly and severally liable for payment of the Price.

2.5     Subject to these Terms and Conditions of Trade, the Contract shall constitute the entire agreement between the Seller and the Buyer and the Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller that is not set out in writing in the Contract.

2.6     The Buyer undertakes to give the Seller not less than fourteen (14) days prior written notice of any proposed change in the Buyer’s name and/or any other change in the Buyer’s details (including but not limited to, changes in the Buyer’s delivery address, facsimile number, or business practice). The Buyer warrants that all information it provides to the Seller is accurate and complete in all respects.

2.7     Any purported variation to these Terms and Conditions of Trade or a Contract by the Buyer shall have no force or effect unless expressly agreed in writing by the Seller.

3.      Goods

3.1     The Goods are as described on the invoices, quotation, work authorisation, relevant eShop webpage or any other work commencement forms as provided by the Seller to the Buyer.

3.2     The Seller reserves the right to alter any and all of the technical and general specifications of the Goods at any time without prior notification.

4.      Price And Payment

4.1     At the Seller’s sole discretion, the Buyer must pay the Price:

a)      in full at the time the Buyer submits the Order; or

b)      if the Buyer is approved for credit, then payment must be made in accordance with the payment terms specified in the relevant invoice or, if no payment terms are specified, then standard payment terms shall be thirty (30) days following the end of the month of the invoice date (EOM + 30 days).

4.2     At the Seller’s sole discretion a deposit or progress payment may be required. The amount of the deposit will be stipulated at the time the Order is submitted and shall become immediately due and payable. The Seller may require progress payments to be made by the Buyer at any time including prior to delivery and/or after commissioning of the Goods.

4.3     All times for payment of all amounts by the Buyer under a Contract shall be of the essence and will be as stated on the relevant invoice, quotation or any other order forms (including the relevant eShop webpage). If no time is stated then payment shall be one (1) day prior to delivery of the Goods or Services.

4.4     Payment will be made by credit card or electronic funds transfer, or by any other payment method as stipulated by the Seller.

4.5     The Price does not include the amount of any applicable GST or other applicable taxes and/or duties, except where such amounts have been expressly included in the Price quoted by the Seller. The amount of any applicable GST and other applicable taxes and/or duties shall be payable by the Buyer to the Seller in addition to the Price and shall be payable on the same terms and conditions that apply to payment of the Price.

5.      Delivery Of Goods and Services

5.1     Delivery of the Goods occurs by the Seller delivering the Goods to the Buyer at the Buyer’s delivery address as stated in the Order, or the Goods being collected by or on behalf of the Buyer from the Seller, or the Seller agreeing to store the Goods. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are delivered by the Seller. If the Buyer does not accept delivery of the Goods when they are delivered by the Seller, then delivery of the Goods shall be made to the Buyer at the Seller’s address and all risk for the Goods shall pass to the Buyer at the time of delivery at the Seller’s address.

5.2     Except insofar as the Contract expressly provides otherwise, the costs of carriage and any insurance which the Buyer reasonably directs the Seller to incur are excluded from the Price and shall be reimbursed by the Buyer (without any set-off or other withholding) at the same time as the date for payment of the Price. The carrier shall be deemed to be the Buyer’s agent and all risk for the Goods shall pass to the Buyer upon delivery of the Goods by the Seller to the carrier.

5.3     The Seller may deliver the Goods by separate instalments (in accordance with the agreed delivery schedule). Each separate instalment shall be invoiced and paid for in accordance with the provisions of these Terms and Conditions of Trade.

5.4     Delivery of the Goods to a third party nominated by the Buyer is deemed to be delivery to the Buyer for the purposes of these Terms and Conditions of Trade. The Seller will also not be liable for any failure to deliver or delay in delivery of Goods caused by any third party delivery contractor engaged by us.

5.5     A delivery date is an estimate only. Whilst the Seller will use its reasonable endeavours to meet a delivery date or, if there is no delivery date, to make delivery within a reasonable time, the Seller shall not be liable for any loss or damage whatsoever due to failure by the Seller to deliver the Goods or Services, (or any of them), promptly or at all. The Buyer will not be relieved of any obligation to accept or pay for the Goods or Services because of any delay in delivery or supply.

5.6     The Buyer must provide a delivery address for the Goods and or Services. If the Buyer wishes to change the delivery date or delivery address it must contact the Seller prior to the Date of Despatch. The Seller shall not be liable for any loss or damage of any kind suffered by the Buyer due to any incorrect address details provided by the Buyer.

6. Purchase Money Security Interest/Retention of Title

6.1     The parties agree that, for the purposes of the Personal Property Securities Act 2009 (“PPS Law”):

a)      the Contract and all quotations and invoices issued to the Buyer applicable to the Contract constitute a “security agreement” for the purposes of the PPS Law; and

b)      by this agreement the Buyer grants to the Seller a security interest in respect of the Goods to secure payment of the purchase price and all outstanding debts and obligations to the Seller from time to time;

c)      the Seller’s security interest in the Goods continues until all debts and obligations of the Buyer are discharged

6.2     Further to the Seller’s Security Interest in the Goods, title to and property in the Goods shall not pass to the Buyer until receipt by the Seller in cleared funds of payment in full of all amounts payable by the Buyer to the Seller in respect of the Goods (including payment of the Price and any GST, taxes and duties, storage fees, delivery and packaging fees, and default interest) in accordance with Clause 4 above. Until such payment has been made, the Buyer shall hold the Goods as bailee for the Seller. Where payment is not made on or before the due date, the Seller is hereby irrevocably authorised to enter at any time the place where the Goods are situated and to repossess the Goods, or remove the Goods from any vessel, vehicle, thing or place whether or not they have at any such time before been fixed to any vessel, vehicle, thing of place and for this purpose the Seller is hereby appointed the Buyer’s agent. The Buyer agrees to indemnify the Seller and keep the Seller indemnified against all claims incurred by the Seller in removing the Goods.

6.3     The security interest granted under this clause:

a)      extends to all proceeds of the Goods; and

b)      is effective and attaches to the Goods immediately after the Buyer acquires any right or interest in the Goods if the Buyer has not acquired the Goods when the Buyer signs or otherwise adopts or accepts the Contract.

6.4     The Seller may, at the Buyer’s cost, take all steps as the Seller considers advisable to register, amend or remove the registration of, protect, perfect or record its security interest in the Goods or to better secure its position in respect of the Contract under the PPS Law.

6.5     For the purposes of s 115 of the PPS Law, the parties agree that to the fullest extent permitted by law, they have agreed to:

a)      contract out of ss 95, 117, 118, 120, 121(4), 125, 128, 129, 130, 132(3)(d), 132(4), 134, 135, 142 and 143 of the PPS Law; and

b)      contract out of all matters permitted to be contracted out of pursuant to s 115(7) of the PPS Law.

6.6     To the fullest extent permitted by law, the Buyer hereby waives its rights to receive any notice under s 157 of the PPS Law pursuant to s 157(3)(b) of the PPS Law.

7.      Risk

7.1     All risk for the Goods (including the risk of any loss of or damage to or deterioration of the Goods from whatever cause) will pass to the Buyer on the Date of Despatch (subject to the terms of clause 5 of these Terms and Conditions of Trade).

7.2     If any of the Goods are damaged or destroyed prior to property in them passing to the Buyer, the Seller is entitled, without prejudice to any of its other rights or remedies under these Terms and Conditions of Trade (including the right to receive payment of the balance of the Price for the Goods), to receive all insurance proceeds payable for the Goods. This applies whether or not the Price has become payable under these Terms and Conditions of Trade. The production of these Terms and Conditions of Trade by the Seller is sufficient evidence of the Seller’s rights to receive the insurance proceeds without the need for any person dealing with the Seller to make further enquiries.

8. Disclaimer

8.1     The Buyer acknowledges that they buy the Goods relying solely upon their own skill and judgement and that the Seller shall not be bound by nor responsible for any term, condition, representation or warranty other than the warranty given by the Seller as expressly set out in the Contract or any warranty that cannot be excluded by law which warranty shall be personal to the Buyer and shall not be transferable to any subsequent Buyer.

9. Defects / Returns

9.1     The Buyer shall inspect the Goods on delivery and shall within fourteen (14) days of delivery notify the Seller of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Buyer shall afford the Seller an opportunity to inspect the Goods (including determining if any defect amounts to a “major” or a “minor” failure within the meaning provided by the Australian Consumer Law) within a reasonable time following delivery if the Buyer believes the Goods are defective in any way.

9.2     If the Australian Consumer Law does not apply to the relevant Goods or Services then to the fullest extent permitted by law:

a)      the Seller is not liable to the Buyer for any exemplary damages of any kind or for any consequential, special, incidental or other indirect loss or damage of any kind including any loss of data or other equipment or property, economic loss or damage, incurring of liability for loss or damage of any nature whatsoever suffered by third parties (including in each case incidental and punitive damages), or any loss of actual or anticipated profit, interest, revenue, opportunity, anticipated savings or business or damage to goodwill irrespective of whether or not the Seller was made aware of the possibility of such loss; and

b)      subject to the foregoing, the Seller’s maximum total liability to the Buyer for breach of its obligations to the Buyer (including due to negligence) are at the option of the Seller limited to, in the case of Goods, repairing, replacing or resupplying the Goods or paying for the cost of repairing, replacing or resupplying the Goods or refunding the amounts paid by the Buyer to the Seller for the Goods and, in the case of Services, re-supplying the Services or paying for the cost of re-supplying the Services or refunding the amounts paid by the Buyer to the Seller for the Services.

9.3     If the Australian Consumer Law does apply to the relevant Goods or Services then:

a)      the Seller is only liable to the Buyer for any consequential loss or damage (and not any other special, incidental or other indirect loss or damage or exemplary damages of any kind) to the extent allowed by the Australian Consumer Law;

b)      the Seller’s liability to the Buyer for breach of its obligations to the Buyer are at the option of the Seller limited to, in the case of Goods, repairing, replacing or resupplying the Goods or paying for the cost of repairing, replacing or resupplying the Goods or refunding the amounts paid by the Buyer to the Seller for the Goods and, in the case of Services, re-supplying the Services or paying for the cost of re-supplying the Services or refunding the amounts paid by the Buyer to the Seller for the Services;

c)      these Terms and Conditions of Trade must be read subject to any terms of the Australian Consumer Law that cannot be modified or excluded; and

d)      the following applies:                                                                                                                                                                               Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled:

       I.        to cancel your service contract with us; and

      II.        to a refund for the unused portion, or to compensation for its reduced value.

            You are also entitled to choose a refund or replacement for major failures with goods. If a failure with the goods or a service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done you are entitled to a refund for the goods and to cancel the contract for the service and obtain a refund of any unused portion. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or service.

9.4     The Buyer is not entitled to reject the Goods if the Goods have been damaged, destroyed or lost after delivery due to no fault on the part of the Seller.

9.5     The Seller will not be liable for any Goods which have not been stored or used in a correct manner by the Buyer.

9.6     The Seller may (in its discretion) accept the Goods returned by the Buyer for credit if requested by the Buyer but this may incur a minimum handling fee of 25%, (minimum $25) of the value of the returned Goods, plus any freight charges.

9.7     To the fullest extent permitted by law, the Seller shall not refund the Buyer or accept the return of Goods supplied by the Seller without the prior written consent of the Seller.

9.8     To the fullest extent permitted by law, if the Buyer does not collect or accept delivery of the Goods (including any Goods that have been returned to the Seller for repairs) within 3 months after the Seller advises the Buyer that the Goods are available for collection or delivery, then the Buyer hereby authorises the Seller to dispose of the Goods by any means and without having any liability of any kind to the Buyer.

9.9     The Buyer warrants that the Goods and Services it acquires from the Seller are not for personal, domestic or household use or consumption.

9.10   The Buyer must use its best endeavours to mitigate any loss or damage it suffers or incurs arising from any Contract.

10.    Warranty

10.1   Subject to the conditions of warranty set out in Clause 10.2 the Seller warrants that if any defect in any goods manufactured by the Seller becomes apparent and is reported to the Seller (in writing) within twelve (12) months of the date of delivery (time being of the essence) then the Seller will either (at the Seller’s sole discretion) repair the defect or replace the goods.

10.2   The conditions applicable to the warranty given by Clause 10.1 are:

a)      The warranty shall not cover any defect or damage which may be caused or partly caused by or arise through:

         I.          Failure on the part of the Buyer to properly maintain any Goods: or

        II.          Failure on the part of the Buyer to follow any instructions or guidelines provided by the Seller; or

        III.          Any use of any Goods otherwise than for any application specified on a quote or order form; or

       IV.          The continued use of any Goods after any defect becomes apparent or would have become apparent to an reasonably prudent operator or user; or

        V.          Fair wear and tear, any accident or act of God.

b)      The warranty shall cease and the Seller shall thereafter in no circumstances be liable under the terms of the warranty if the goods are repaired, altered or overhauled without the Seller’s consent.

c)      The warranty shall cease and the Seller shall thereafter in no circumstances be liable under the terms of the warranty if the Goods are transferred by the Buyer to a third party or if the Goods are not in the Buyer’s possession for any other reason.

10.3   For Goods not manufactured by the Seller, the warranty shall be the current warranty provided by the manufacturer of the Goods. To the fullest extent permitted by law, the Seller shall be under no liability whatsoever, except for the express conditions as stipulated in the manufacturers warranty.

10.4   The benefits provided to the Buyer under this warranty are in addition to any other rights and remedies available to the Buyer under the Australian Consumer Law (to the extent they cannot be excluded under these Terms and Conditions of Trade).

11. The Commonwealth Competition and Consumer Act 2010 and State/Territory Fair Trading Acts

11.1   Nothing in these Terms and Conditions of Trade is intended to have the effect of excluding, restricting or modifying any applicable provisions of the Commonwealth Competition and Consumer Act 2010, the Australian Consumer Law,  the Fair Trading Acts in each of the States and Territories of Australia or any other applicable laws, except to the extent they can be lawfully excluded, restricted or modified under those Acts and laws where applicable.

12. Intellectual Property

12.1   All Intellectual Property Rights arising from or relating to the Contract including in respect of all plans, specifications and drawings are the sole property of the Seller and the Buyer obtains no right, title or interest in same except a limited non-exclusive right to use the Goods for the purpose for which they are provided.

12.2   Without limiting clause 12.1, where the Seller has designed or drawn Goods for the Buyer, then the copyright in those designs and drawings shall remain vested in the Seller, and shall only be used by the Buyer at the Seller’s discretion. All drawings, designs, and quotations for which goods are not subsequently ordered by the Buyer shall remain the property of the Seller and be treated as confidential by the Buyer and not used in any way. The Seller shall have no liability in relation to any such drawings, designs or quotation.

12.3   Where any drawings, designs or specifications have been supplied by the Buyer for manufacture, by, or to the order of the Seller then the Buyer warrants that the drawings, designs or specification are correct and the use of those drawings, designs or specifications for the manufacture, processing, assembly or supply of the Goods shall not infringe the Intellectual Property Rights of any third party and the Buyer shall indemnify the Seller from and against all claims brought by any third party against the Seller in this regard. The Seller shall have the right by written notice to the Buyer to correct any errors or omissions in the drawings, designs or specifications made by the Buyer, its servants or agents.

12.4   The Buyer warrants that all designs or instructions to the Seller will not cause the Seller to infringe any Intellectual Property Rights in the execution of the Buyer’s order and the Buyer shall indemnify the Seller for and against all claims brought by any third party against the Seller in this regard.

13. Default & Consequences Of Default

13.1   If the Buyer defaults in payment of any invoice when due or otherwise defaults under a Contract, the Buyer shall indemnify the Seller from and against all Claims suffered by the Buyer arising from the default.

13.2   Without prejudice to any other remedies the Seller may have, if at any time the Buyer is in breach of any obligation under a Contract (including those relating to payment), the Seller may suspend or terminate the supply of Goods or Services to the Buyer and any of its other obligations under these Terms and Conditions of Trade. The Seller will not be liable to the Buyer for any loss or damage the Buyer suffers because the Seller exercised its rights under this clause.

13.3   In addition to any other rights or remedies of the Seller, any overdue monies will incur interest at the rate of 10.00% per annum calculated daily.

13.4   In the event that:

a)      any money payable to the Seller becomes overdue, or in the Seller’s opinion the Buyer will be unable to meet its payments as they fall due; or

b)      the Buyer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or

c)      a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Buyer or any asset of the Buyer; or

d)      the Buyer otherwise breaches a term of the Contract and does not remedy the breach within 14 days of a written request from the Seller to do so, then, in addition to and without prejudice to the Seller’s other remedies at law:

         I.          the Seller shall be entitled to terminate the Contract and cancel all or any part of any order of the Buyer which remains unperformed; and

        II.          all amounts owing to the Seller shall, whether or not due for payment, immediately become payable.

14.     Cancellation

14.1   The Seller may cancel a Contract or cancel delivery of Goods at any time before delivery occurs by giving written notice to the Buyer in which case the Seller will repay any sums paid by the Buyer in advance to the Seller in respect of the relevant Goods or Services. The Seller will not be liable for any loss or damage suffered or incurred by the Buyer arising from such cancellation.

14.2   The Buyer cannot cancel a Contract except with the prior written consent of the Seller and, if consent is given, the Buyer must comply with any cancellation terms specified by the Seller at the relevant time including any cancellation charges payable.

15. Privacy Act 1988

15.1     The Buyer and the Guarantor/s hereby irrevocably authorise the Seller to obtain from a credit-reporting agency a credit report containing personal credit information about the Buyer and Guarantor/s in relation to credit provided by the Seller.

15.2   The Buyer and the Guarantor/s agree that the Seller may exchange information about the Buyer and the Guarantor/s with those credit providers named in the Application for Credit Account or named in a consumer credit report issued by a reporting agency for the following purposes:

a)      To assess an application by the Buyer;

b)      To notify other credit providers of a default by the Buyer;

c)      To exchange information with other credit providers as to the status of this credit account, where the Buyer is in default with other credit providers; and

d)      To assess the credit worthiness of the Buyer and/or the Guarantor/s.

15.3   The Buyer consents to the Seller being given a consumer credit report to collect overdue payment on commercial credit (Section 18K(1)(h) Privacy Act 1988).

15.4   The Buyer agrees that any “personal information” (as that term is defined in the Privacy Act) which is provided by the Buyer and/or Guarantor/s may be used and retained by the Seller for the following purposes and for any other purposes as permitted by the Privacy Act or as may be agreed between the Buyer and Seller or required by law from time to time including the:

a)      provision of Goods & Services;

b)      marketing of Goods and/or Services by the Seller, its agents or distributors in relation to the Goods and Services;

c)      analysing, verifying and/or checking the Buyer’s credit, payment and/or status in relation to provision of Goods/Services;

d)      processing of any payment instructions, direct debit facilities and/or credit facilities requested by Buyer; and

e)      enabling the daily operation of Buyer’s account and/or the collection of amounts outstanding in the Buyer’s account in relation to the Goods and Services.

15.5   The Seller may give, information about the Buyer to a credit reporting agency for the following purposes:

a)      to obtain a consumer credit report about the Buyer; and or

b)      allow the credit reporting agency to create or maintain a credit information file containing information about the Buyer.

16. Lien & Stoppage in Transit

16.1   Where the Seller has not received the whole of the Price, or the payment has been dishonoured, the Seller shall have:

a)      a lien on the Goods;

b)      the right to retain them for the price while the Seller is in possession of them;

c)      a right of stopping the Goods in transit whether or not delivery has been made or ownership has passed;

d)      a right of resale; and

e)      the foregoing right of disposal, provided that the lien of the Seller shall continue despite the commencement of proceedings or judgement for the price having been obtained.

17. General

17.1   If any provision of these Terms and Conditions of Trade shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.

17.2   The construction, validity and performance of the Contract is governed by the laws of New South Wales, Australia.. Any claim, proceeding or dispute arising from or relating to the Contract is subject to the exclusive jurisdiction of, and will be determined by, the courts of New South Wales, Australia.

17.3   The Buyer shall have no right to set off any amounts owed to it by the Seller against the total amount outstanding from time to time from the Buyer to the Seller.

17.4   The Seller may transfer, assign, license or sub-contract all or any part of its rights or obligations under a Contract without the Buyer’s consent.

17.5   The Buyer cannot assign, transfer, mortgage, charge, sub-contract or otherwise dispose of or deal in its rights or obligations under any Contract without the Seller’s prior written consent. Any such action taken or purported to be taken by the Buyer without the Seller’s prior written consent is void.

17.6   The Seller reserves the right to amend, vary or replace these Terms and Conditions of Trade at any time and from time to time without notice to the Buyer, in which case those new terms and conditions of trade shall apply to every new Order submitted by the Buyer. We recommend each Buyer review the terms and conditions of trade for amendments each time the Buyer visits the eShop and/or prior to placing an Order.

17.7   The Seller is not liable to the Buyer in respect of any delay or failure to perform the Seller’s obligations under the Contract arising from or relating to a Force Majeure Event. If the Force Majeure Event continues for a period of 30 days or more then the Seller may, without limiting its other rights or remedies, terminate the Contract with the Buyer immediately by written notice to the Buyer.

17.8   If there is any inconsistency between the Terms and Conditions of Trade and an Order, the terms of the Order prevail to the extent of the inconsistency.

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