Terms & Conditions of Trade
1. Definitions
1.1 “EPE” means Euro Pumps Engineering Pty Ltd T/A Euro Pumps Engineering, its successors and assigns or any person acting on behalf of and with the authority of Euro Pumps Engineering Pty Ltd T/A Euro Pumps Engineering.
1.2 “Client” means the person/s buying the Goods as specified in any invoice, document or order, and if there is more than one Client is a reference to each Client jointly and severally (where the context so permits, the term ‘Client’ shall also mean the Client’s duly authorised representative).
1.3 “Goods” means all Goods, parts of Goods or Services supplied by EPE to the Client at the Client’s request from time to time which form the transaction and the basis for this contract (where the context so permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other).
1.4 “Price” means the Price payable (plus any GST where applicable) for the Goods as agreed between EPE and the Client in accordance with clause 6 below.
1.5 “GST” means Goods and Services Tax (GST) as defined within the “A New Tax System (Goods and Services Tax) Act 1999” (Cth).
2. Acceptance
2.1 The Client is taken to have exclusively accepted and is 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 may only be amended with the consent of both parties in writing, and shall prevail to the extent of any inconsistency with any other document or agreement between the Client and EPE.
2.3 The Client acknowledges that the supply of Goods on credit shall not take effect until the Client has completed a credit application with EPE and it has been approved with a credit limit established for the account.
2.4 In the event that the supply of Goods requested exceeds the Clients credit limit and/or the account exceeds the payment terms, EPE reserves the right to refuse delivery.
2.5 EPE reserves the right to substitute comparable Goods (or components of the Goods), and in all such cases EPE will notify the Client in advance of any such substitution.
2.6 The Client acknowledges and accepts that the supply of Goods for accepted orders may be subject to availability and if, for any reason, Goods are not or cease to be available, EPE reserves the right to vary the Price with alternative Goods as per clause 2.5.
2.7 Notwithstanding clause 2.6 EPE also reserves the right, at its discretion, and where necessary, to introduce additional new Goods as part of the Goods to be supplied.
2.8 These terms and conditions may be meant to be read in conjunction with EPE’s Hire Form, and:
(a) where the context so permits, the terms ‘Goods’ or ‘Services’ shall include any supply of Equipment, as defined therein; and
(b) if there are any inconsistencies between the two documents then the terms and conditions contained therein shall prevail.
3. Electronic Transactions (Queensland) Act 2001
3.1 Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 14 of the Electronic Transactions (Queensland) Act 2001 or any other applicable provisions of that Act or any Regulations referred to in that Act.
4. Change in Control
4.1 The Client shall give EPE 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, business practice, legal status etc.). The Client shall be liable for any loss incurred by EPE as a result of the Client’s failure to comply with this clause.
5. Authorised Representatives
5.1 Unless otherwise limited as per clause 5.2, the Client agrees that should the Client introduce any third party to EPE as the Client’s duly authorised representative, that once introduced that person shall have the full authority of the Client to order any Parts, and/or to request any variation thereto, on the Client’s behalf (such authority to continue until all requested Parts have been delivered, or the Client otherwise notifies EPE in writing that said person is no longer the Client’s duly authorised representative).
5.2 In the event that the Client’s duly authorised representative, as per clause 5.1, is to have only limited authority to act on the Client’s behalf then the Client must specifically and clearly advise EPE in writing of the parameters of the limited authority granted to their representative.
5.3 The Client specifically acknowledges and accepts that they will be solely liable to EPE for all additional costs incurred by EPE (including EPE’s profit margin) in providing any Parts, or variation/s thereto, requested by the Client’s duly authorised representative (subject always to the limitations imposed under clause 5.2 (if any)).
6. Price and Payment
6.1 At EPE’s sole discretion, the Price shall be either:
(a) as indicated on any invoice provided by EPE to the Client; or
(b) the Price as at the date of delivery of the Goods according to EPE’s current price list; or
(c) EPE’s 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 EPE reserves the right to change the Price:
(a) if a variation to EPE’s quotation is requested; or
(b) if during the course of the Services, the Goods cease to be available from EPE’s third party suppliers, then EPE reserves the right to provide alternative Goods subject to prior confirmation and agreement of both parties; or
(c) if unforeseen circumstances or unidentifiable difficulties which are beyond EPE’s control occur (including, but not limited to, poor weather conditions, limitations to accessing the site, safety considerations, prerequisite work by any third party not being completed, inaccurate structural measurements provided by the Client, change of design, etc.) which are only discovered on commencement of the Services; or
(d) in the event of increases EPE in the cost of labour, Goods, or 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 EPE’s control.
6.3 Variations will be charged for on the basis of EPE’s quotation, and will be detailed in writing, and shown as variations on EPE’s invoice. The
Client shall be required to respond to any variation submitted by EPE within ten (10) working days. Failure to do so will entitle EPE 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.
6.4 At EPE’s sole discretion, a non-refundable deposit may be required.
6.5 Time for payment for the Goods being of the essence, the Price will be payable by the Client on the date/s determined by EPE, which may be:
(a) on delivery of the Goods;
(b) before delivery of the Goods;
(c) by way of instalments/progress payments in accordance with ECE’s payment schedule which is:
(i) forty percent (40%) deposit upon acceptance of quote;
(ii) thirty percent (30%) on Delivery and booking of the installation date;
(iii) final thirty percent (30%) on the completed installation of the Goods.
(d) thirty (30) days following the end of the month in which a statement is posted to the Client’s address or address for notices;
(e) the date which is seven (7) days following the date of any invoice given to the Client by EPE; or
(f) the date specified on any invoice or other form as being the date for payment.
6.6 Payment may be made by cash, bank cheque, credit card (a surcharge may apply per transaction), or by any other method as agreed to
between the Client and EPE.
6.7 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 EPE nor to
withhold payment of any invoice because part of that invoice is in dispute.
6.8 Unless otherwise stated the Price does not include GST. In addition to the Price the Client must pay to EPE an amount equal to any GST EPE must pay for any supply by EPE 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. Delivery of Goods
7.1 Delivery (“Delivery”) of the Goods is taken to occur at the time that EPE (or EPE’s nominated carrier) delivers the Goods to the Client’s nominated address (even if the Client is not present at the address).
7.2 At EPE’s sole discretion, the cost of delivery is either included or in addition to the Price.
7.3 Any time specified by EPE for delivery of the Goods is an estimate only. The Client must take delivery by receipt or collection of the Goods whenever they are tendered for delivery. EPE will not be liable for any loss or damage incurred by the Client as a result of delivery being late. In the event that the Client is unable to take delivery of the Goods as arranged then EPE 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, EPE is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by EPE is sufficient evidence of EPE’s rights to receive the insurance proceeds without the need for any person dealing with EPE to make further enquiries.
8.3 If the Client requests EPE to leave Goods outside EPE’s 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 EPE shall be entitled to rely on the accuracy of any designs, plans, measurements, specifications, quantities, and/or other information provided (in relation to the Goods and/or Services) by the Client. The Client acknowledges and agrees that in the event that any of that information provided by the Client is inaccurate, EPE accepts no responsibility for any loss, damages, or costs howsoever resulting from these inaccurate plans, measurements, specifications, quantities or other information.
8.5 The Client acknowledges that variations of colour and texture may be inherent in the Goods. EPE shall not be liable for any loss, damages or costs howsoever arising resulting from any variation of the colour or texture between surfaces, the different areas treated and/or batches
supplied.
8.6 Where EPE gives advice or recommendations to the Client regarding the suitability of any site for supplying the Goods/Services, and any such advice or recommendations are not acted upon, then EPE shall require the Client to authorise commencement of the supplying of the
Goods/Services in writing. EPE shall not be liable in any way whatsoever for any damages or losses that occur after any subsequent commencement of the Goods/Services being supplied.
8.7 EPE shall not be liable for any defect in the Goods and/or Services if the Client does not follow EPE’s recommendations.
9. Underground Locations & Hidden Mains/Services
9.1 Prior to EPE commencing any Sevices the Client, at EPE’s request, must advise of the precise location of all underground/hidden mains/services on the site and clearly mark the same. The mains/services the Client must identify include, but are not limited to, pumping services, electrical services, gas services, sewer services, sewer connections, sewer sludge mains, water mains, irrigation pipes, telephone cables, fibre optic cables, oil pumping mains, and any other services that may be on site.
9.2 Whilst EPE will take all care to avoid damage to any services, the Client agrees to indemnify EPE in respect of all and any liability claims, loss, damage, costs and fines as a result of damage to services not precisely located and notified as per clause 9.1.
10. Compliance with Laws
10.1 The Client and EPE 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/or Services subject to this agreement.
10.2 The Client shall obtain (at the expense of the Client) all licenses and approvals that may be required in relation to the Goods and/or Services supplied under this agreement.
10.3 The Client agrees that the location/site/land/property where the Goods will be installed/fitted/repaired and/or Services will be supplied, will
comply with any work health and safety (WHS) laws and any other relevant safety standards or legislation.
11. Title
11.1 EPE and the Client agree that ownership of the Goods shall not pass until:
(a) the Client has paid EPE all amounts owing to EPE; and
(b) the Client has met all of its other obligations to EPE.
11.2 Receipt by EPE 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 EPE on request.
(b) the Client holds the benefit of the Client’s insurance of the Goods on trust for EPE and must pay to EPE 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 EPE and must pay or deliver the proceeds to EPE 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 EPE and must sell, dispose of or return the resulting product to EPE as it so directs.
(e) the Client irrevocably authorises EPE to enter any premises where EPE believes the Goods are kept and recover possession of the
Goods.
(f) EPE 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 EPE.
(h) EPE 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 and/or collateral (account) – being a monetary obligation of the Client to EPE for Services – that have previously been supplied and that will be supplied in the future by EPE to the Client.
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 EPE 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, EPE 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 EPE;
(d) not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods and/or collateral
(account) in favour of a third party without the prior written consent of EPE;
(e) immediately advise EPE of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales.
12.4 EPE 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 EPE, 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 EPE 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 EPE agreeing to supply the Goods, the Client charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Client either now or in the future, to secure the performance by the Client of its obligations under these terms and conditions (including, but not limited to, the payment of any money).
13.2 The Client indemnifies EPE from and against all EPE’s costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising EPE’s rights under this clause.
13.3 The Client irrevocably appoints EPE and each director of EPE as the Client’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 13 including, but not limited to, signing any document on the Client’s behalf.
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 EPE 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 EPE 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 EPE 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, EPE makes no warranties or other representations under these terms and conditions including but not limited to the quality or suitability of the Goods. EPE’s 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, EPE’s liability is limited to the extent permitted by section 64A of Schedule 2.
14.6 If EPE is required to replace the Goods under this clause or the CCA, but is unable to do so, EPE 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, EPE’s liability for any defect or damage in the Goods is:
(a) limited to the value of any express warranty or warranty card provided to the Client by EPE at EPE’s sole discretion;
(b) limited to any warranty to which EPE is entitled, if EPE 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) EPE 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, EPE 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 EPE;
(e) fair wear and tear, any accident, or act of God.
14.10 In the case of second hand Goods, unless the Client is a consumer under the CCA, the Client acknowledges that it has had full opportunity to
inspect the second hand Goods prior to delivery and accepts them with all faults and that to the extent permitted by law no warranty is given
by ECE as to the quality or suitability for any purpose and any implied warranty, statutory or otherwise, is expressly excluded. The Client
acknowledges and agrees that ECE has agreed to provide the Client with the second hand Goods and calculated the Price of the second
hand Goods in reliance of this clause 14.10.
14.11 Notwithstanding anything contained in this clause if EPE is required by a law to accept a return then EPE will only accept a return on the
conditions imposed by that law.
15. Intellectual Property
15.1 Where EPE has designed, drawn or developed Goods for the Client, then the copyright in any designs and drawings and documents shall remain the property of EPE. Under no circumstances may such designs, drawings and documents be used without the express written approval of EPE.
15.2 The Client warrants that all designs, specifications or instructions given to EPE will not cause EPE to infringe any patent, registered design or
trademark in the execution of the Client’s order and the Client agrees to indemnify EPE against any action taken by a third party against EPE in respect of any such infringement.
15.3 The Client agrees that EPE may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs,
drawings or Goods which EPE 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 EPE’s sole discretion such interest shall compound monthly at such a rate) after as well as
before any judgment.
16.2 If the Client owes EPE any money the Client shall indemnify EPE from and against all costs and disbursements incurred by EPE in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, EPE’s contract default fee, and
bank dishonour fees).
16.3 Further to any other rights or remedies EPE may have under this contract, if a Client has made payment to EPE, 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 EPE
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 agreement.
16.4 Without prejudice to EPE’s other remedies at law EPE shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to EPE shall, whether or not due for payment, become immediately payable if:
(a) any money payable to EPE becomes overdue, or in EPE’s 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 EPE;
(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 EPE may have, if at any time the Client is in breach of any obligation (including those relating to
payment) under these terms and conditions EPE may suspend or terminate the supply of Goods to the Client. EPE will not be liable to the
Client for any loss or damage the Client suffers because EPE has exercised its rights under this clause.
17.2 EPE may cancel any contract to which these terms and conditions apply or cancel delivery of Goods at any time before the Goods are delivered by giving written notice to the Client. On giving such notice EPE shall repay to the Client any money paid by the Client for the
Goods. EPE shall not be liable for any loss or damage whatsoever arising from such cancellation.
17.3 In the event that the Client cancels delivery of Goods the Client shall be liable for any and all loss incurred (whether direct or indirect) by EPE as a direct result of the cancellation (including, but not limited to, any loss of profits).
17.4 Cancellation of orders for Goods made to the Client’s specifications, or for non-stocklist items, will definitely not be accepted once production has commenced, or an order has been placed.
18. Privacy Act 1988
18.1 The Client agrees for EPE to obtain from a credit reporting body (CRB) a credit report containing personal credit information (e.g. name,
address, D.O.B, occupation, previous credit applications, credit history) about the Client in relation to credit provided by EPE.
18.2 The Client agrees that EPE 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.
18.3 The Client consents to EPE being given a consumer credit report to collect overdue payment on commercial credit.
18.4 The Client agrees that personal credit information provided may be used and retained by EPE 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.
18.5 EPE 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.
18.6 The information given to the CRB may include:
(a) personal information as outlined in 18.1 above;
(b) name of the credit provider and that EPE 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, 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 EPE has been paid or otherwise discharged and all details surrounding that discharge
(e.g. dates of payments);
(g) information that, in the opinion of EPE, 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).
18.7 The Client shall have the right to request (by e-mail) from EPE:
(a) a copy of the information about the Client retained by EPE and the right to request that EPE correct any incorrect information; and
(b) that EPE does not disclose any personal information about the Client for the purpose of direct marketing.
18.8 EPE will destroy personal information upon the Client’s request (by e-mail) or if it is no longer required unless it is required in order to fulfil the
obligations of this agreement or is required to be maintained and/or stored in accordance with the law.
18.9 The Client can make a privacy complaint by contacting EPE via e-mail. EPE will respond to that complaint within seven (7) days of receipt and
will take all reasonable steps to make a decision as to the complaint within thirty (30) days of receipt of the complaint. In the event that the
Client is not satisfied with the resolution provided, the Client can make a complaint to the Information Commissioner at www.oaic.gov.au.
19. Service of Notices
19.1 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.
19.2 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.
20. General
20.1 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 the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
20.2 These terms and conditions and any contract to which they apply shall be governed by the laws of Queensland, the state in which EPE has its
principal place of business, and are subject to the jurisdiction of the Beenleigh Courts in that state.
20.3 Subject to clause 14, EPE shall be under no liability whatsoever to the Client for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by EPE of these terms and conditions (alternatively EPE’s liability shall
be limited to damages which under no circumstances shall exceed the Price of the Goods).
20.4 Neither party to this contract may assign this contract, any payment or any other right, benefit or interest under this contract without the written consent of the other party (which shall not be unreasonably withheld). EPE 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 EPE’s sub-contractors without the authority of EPE.
20.5 The Client agrees that EPE may amend these terms and conditions by notifying 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 EPE to
provide Goods to the Client.
20.6 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.
20.7 Both parties warrant that they have the power to enter into this agreement and have obtained all necessary authorisations to allow them to do so, they are not insolvent and that this agreement creates binding and valid legal obligations on them.