HEL Rimu Ltd Terms & Conditions
1.1 “HEL Rimu” means HEL Rimu Ltd, its successors and assigns or any person acting on behalf of and with the authority of HEL Rimu Ltd.
1.2 “Customer” means the person/s ordering the Works as specified in any invoice, document or order, and if there is more than one Customer is a reference to each Customer jointly and severally.
1.3 “Works” means all Works supplied by HEL Rimu to the Customer at the Customer’s request.
1.4 “Materials” means all materials supplied by HEL Rimu to the Customer for the Customers Works.
1.5 “Equipment” means all Equipment including any accessories supplied on hire by HEL Rimu to the Customer (and where the context so permits shall include any supply of Services). The Equipment shall be as described on the invoices, quotation, authority to hire, or any other work authorization form provided by HEL Rimu to the Customer.
1.6 “Price” means the Price payable for the Works as agreed between HEL Rimu and the Customer in accordance with clause 4 below.
2.1 The Customer is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Customer places an order for or accepts delivery of any Works.
2.2 These terms and conditions may only be amended with HEL Rimu consent in writing and shall prevail to the extent of any inconsistency with any other document or agreement between the Customer and HEL Rimu.
2.3 If a site manager, consultant or any other agent or representative of the Customer signs for or orders any Works or variations to be undertaken by HEL Rimu the Customer warrants that they have express permission and authorisation to act on behalf of the Customer.
2.4 In the event the Customer requests HEL Rimu to use their discretion in relation to the placement and positioning of any electrical components (including, but not limited to, light fittings and light switches) due to the absence of an electrical plan, and the Customer is not satisfied with the choice of placement or position, then HEL Rimu shall not be held liable for any loss, damages or costs howsoever arising from HEL Rimu decisions in relation to the same.
2.5 In the event the Customer does not provide a proper electrical plan or scope of works and the estimated costs associated with doing the electrical Works increase, then these cost increases shall be passed onto the Customer.
2.6 None of HEL Rimu’s agents or representatives are authorised to make any representations, statements, conditions or agreements not expressed by the General Manager of HEL Rimu in writing nor is HEL Rimu bound by any such unauthorised statements.
- Change in Control
3.1 The Customer shall give HEL Rimu not less than fourteen (14) days prior written notice of any proposed change of ownership of the Customer and/or any other change in the Customer’s details (including but not limited to, changes in the Customer’s name, address, contact phone or fax number/s, or business practice). The Customer shall be liable for any loss incurred by HEL Rimu as a result of the Customer’s failure to comply with this clause.
- Price and Payment
4.1 At HEL Rimu’s sole discretion the Price shall be either:
(a) as indicated on invoices provided by HEL Rimu to the Customer in respect of Works performed or Materials supplied; or
(b) HEL Rimu’s quoted Price (subject to clause 4.2) which shall be binding upon HEL Rimu provided that the Customer shall accept HEL Rimu’s quotation in writing within thirty (30) days.
4.2 HEL Rimu reserves the right to change the Price:
(a) if a variation to the Materials which are to supplied is requested; or
(b) if a variation to the Works originally scheduled (including any applicable plans or specifications) is requested; or
(c) where additional Works are required due to the discovery of hidden or unidentifiable difficulties (including, but not limited to, hard rock barriers below the surface, iron reinforcing rods in concrete, or hidden pipes and wiring in walls etc) which are only discovered on commencement of the Works; or
(d) in the event of increases to HEL Rimu in the cost of labour or materials which are beyond HEL Rimu’s control.
4.3 At HEL Rimu’s sole discretion a deposit of up to thirty percent (30%) may be required.
4.4 The Price shall not include any installation costs unless agreed to in writing.
4.5 Time for payment for the Works being of the essence, the Price will be payable by the Customer on the date/s determined by HEL Rimu, which may be:
(a) on completion of the Works; or
(b) by way of progress payments in accordance with HEL Rimu’s specified progress payment schedule. Such progress payment claims may include the reasonable value of authorised variations and the value of any Materials purchased but not yet installed; or
(c) for certain approved Customer’s, due twenty (20) days following the end of the month in which a statement is posted to the Customer’s address or address for notices; or
(d) the date specified on any invoice or other form as being the date for payment; or
(e) failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Customer by HEL Rimu.
4.6 Payment may be made by cash, cheque, bank cheque, electronic/on-line banking, or by any other method as agreed to between the Customer and HEL Rimu.
4.7 Unless otherwise stated the Price does not include GST. In addition to the Price the Customer must pay to HEL Rimu an amount equal to any GST HEL Rimu must pay for any supply by HEL Rimu under this or any other agreement for the sale of the Works and/or Materials. The Customer must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Customer pays the Price. In addition, the Customer must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.
- Delivery of the Works
5.1 Subject to clause 5.2 it is HEL Rimu’s responsibility to ensure that the Works start as soon as it is reasonably possible.
5.2 The Works commencement date will be put back and the completion date extended by whatever time is reasonable in the event that HEL Rimu claims an extension of time (by giving the Customer written notice) where completion is delayed by an event beyond HEL Rimu’s control, including but not limited to any failure by the Customer to:
(a) make a selection; or
(b) have the site ready for the Works; or
(c) notify HEL Rimu that the site is ready.
5.3 HEL Rimu may deliver the Works by separate instalments. Each separate instalment shall be invoiced and paid in accordance with the provisions in these terms and conditions.
5.4 Any time or date given by HEL Rimu to the Customer is an estimate only. HEL Rimu shall not be liable for any loss or damage whatsoever due to failure by HEL Rimu to deliver the Works (or any part of them) promptly or at all, where due to circumstances beyond the reasonable control of HEL Rimu.
6.1 If HEL Rimu retains ownership of the Materials under clause 9 then;
(a) where HEL Rimu is supplying Materials only, all risk for the Materials shall immediately pass to the Customer on delivery and the Customer must insure the Materials on or before delivery. Delivery of the Materials shall be deemed to have taken place immediately at the time that either;
(i) the Customer or the Customer’s nominated carrier takes possession of the Materials at HEL Rimu’s address; or
(ii) the Materials are delivered by HEL Rimu or HEL Rimu’s nominated carrier to the Customer’s nominated delivery address (even if the Customer is not present at the address).
(b) where HEL Rimu is to both supply and install Materials then HEL Rimu shall maintain a contract works insurance policy until the Works are completed. Upon completion of the Works all risk for the Works shall immediately pass to the Customer.
6.2 Notwithstanding the provisions of clause 6.1 if the Customer specifically requests HEL Rimu to leave Materials outside HEL Rimu’s premises for collection or to deliver the Materials to an unattended location then such materials shall always be left at sole risk of the Customer and it shall be the Customer’s responsibility to ensure the Materials are insured adequately or at all. In the event that such Materials are lost, damaged or destroyed then replacement of the Materials shall be at the Customer’s expense.
6.3 Where the Customer has supplied materials for HEL Rimu to complete the Works, the Customer accepts responsibility for the suitability of purpose, quality and any faults inherent in the Materials. HEL Rimu shall not be responsible for any defects in the works, any loss or damage to the Materials (or any part thereof), howsoever arising from the use of Materials supplied by the Customer.
7.1 The Customer shall ensure that HEL Rimu has clear and free access to the work site at all times to enable them to undertake the Works. HEL Rimu 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 HEL Rimu.
- Underground Locations
8.1 Prior to HEL Rimu commencing any work the Customer must advise HEL Rimu of the precise location of all underground services on the site and clearly mark the same. The underground mains & services the Customer must identify include, but are not limited to, electrical services, gas services, sewer services, pumping 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.
8.2 Whilst HEL Rimu will take all care to avoid damage to any underground services the Customer agrees to indemnify HEL Rimu 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 8.1.
9.1 HEL Rimu and the Customer agree that ownership of the Materials shall not pass until:
(a) the Customer has paid HEL Rimu all amounts owing to HEL Rimu; and
(b) the Customer has met all of its other obligations to HEL Rimu.
9.2 Receipt by HEL Rimu 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.
9.3 It is further agreed that:
(a) until ownership of the Materials passes to the Customer in accordance with clause 9.1 that the Customer is only a bailee of the Materials and unless the Materials have become fixtures must return the Materials to HEL Rimu on request.
(b) the Customer holds the benefit of the Customer’s insurance of the Materials on trust for HEL Rimu and must pay to HEL Rimu the proceeds of any insurance in the event of the Materials being lost, damaged or destroyed.
(c) the production of these terms and conditions by HEL Rimu shall be sufficient evidence of HEL Rimu’s rights to receive the insurance proceeds direct from the insurer without the need for any person dealing with HEL Rimu to make further enquiries.
(d) the Customer should not convert or process the Materials or intermix them with other goods but if the Customer does so then the Customer holds the resulting product on trust for the benefit of HEL Rimu and must sell, dispose of or return the resulting product to HEL Rimu as HEL Rimu so directs.
(e) unless the Materials have become fixtures the Customer irrevocably authorises HEL Rimu to enter any premises where HEL Rimu believes the Materials are kept and recover possession of the Materials.
(f) HEL Rimu may recover possession of any Materials in transit whether or not delivery has occurred.
(g) the Customer shall not charge or grant an encumbrance over the Materials nor grant nor otherwise give away any interest in the Materials while they remain the property of HEL Rimu.
(h) HEL Rimu may commence proceedings to recover the Price of the Materials sold notwithstanding that ownership of the Materials has not passed to the Customer.
- Personal Property Securities Act 1999 (“PPSA”)
10.1 Upon assenting to these terms and conditions in writing the Customer acknowledges and agrees that:
(a) these terms and conditions constitute a security agreement for the purposes of the PPSA; and
(b) a security interest is taken in all Materials previously supplied by HEL Rimu to the Customer (if any) and all Materials that will be supplied in the future by HEL Rimu to the Customer.
10.2 The Customer undertakes to:
(a) sign any further documents and/or provide any further information (such information to be complete, accurate and up to date in all respects) which HEL Rimu may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register;
(b) indemnify, and upon demand reimburse, HEL Rimu for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register or releasing any Materials charged thereby;
(c) not register a financing change statement or a change demand without the prior written consent of HEL Rimu; and
(d) immediately advise HEL Rimu of any material change in its business practices of selling Materials which would result in a change in the nature of proceeds derived from such sales.
10.3 HEL Rimu and the Customer agree that nothing in sections 114(1)(a), 117(1)(a), 133 and 134 of the PPSA shall apply to these terms and conditions.
10.4 The Customer waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA.
10.5 Unless otherwise agreed to in writing by HEL Rimu, the Customer waives its right to receive a verification statement in accordance with section 148 of the PPSA.
10.6 The Customer shall unconditionally ratify any actions taken by HEL Rimu under clauses 10.1 to 10.5.
- Customer’s Disclaimer
11.1 The Customer hereby disclaims any right to rescind or cancel any contract with HEL Rimu or to sue for damages or to claim restitution arising out of any inadvertent misrepresentation made to the Customer by HEL Rimu and the Customer acknowledges that the Works are bought relying solely upon the Customer’s skill and judgment.
- Defects in Materials
12.1 The Customer shall inspect the Works/Materials on delivery and shall within Seven (7) days of delivery (time being of the essence) notify HEL Rimu of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Customer shall afford HEL Rimu an opportunity to inspect the Works/Materials within a reasonable time following delivery if the Customer believes the Works/Materials are defective in any way. If the Customer shall fail to comply with these provisions the Works/Materials shall be presumed to be free from any defect or damage. For defective Works/Materials, which HEL Rimu has agreed in writing that the Customer is entitled to reject, HEL Rimu’s liability is limited to either (at HEL Rimu’s discretion) replacing the Works/Materials or repairing the Works/Materials.
- Returns for Materials
13.1 Returns will only be accepted provided that:
(a) the Customer has complied with the provisions of clause 13.1; and
(b) the Materials are still yet to be installed; and
(c) HEL Rimu has agreed in writing to accept the return of the Materials; and
(d) the Materials are returned at the Customer’s cost within seven (7) days of the delivery date; and
(e) HEL Rimu will not be liable for Materials which have not been stored or used in a proper manner; and
(f) the Materials are returned in the condition in which they were delivered and with all packaging material, brochures and instruction material in as new condition as is reasonably possible in the circumstances.
13.2 HEL Rimu may (in its discretion) accept the return of Materials for credit but this may incur a handling fee of twenty five percent (25%) of the value of the returned Materials plus any freight.
13.3 Returned Materials may (at HEL Rimu’s sole discretion), incur restocking and handling fees.
13.4 Non-stocklist items or Materials made or ordered to the Customer’s specifications are under no circumstances acceptable for credit or return.
14.1 The conditions applicable to the warranty 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 Customer to properly maintain any Materials; or
(ii) failure on the part of the Customer to follow any instructions or guidelines provided by HEL Rimu; or
(iii) any use of any Materials otherwise than for any application specified on a quote or order form; or
(iv) the continued use of any Materials after any defect becomes apparent or would have become apparent to a reasonably prudent operator or user; or
(v) fair wear and tear, any accident or act of God.
(b) the warranty shall cease, and HEL Rimu shall thereafter in no circumstances be liable under the terms of the warranty if the workmanship is repaired, altered or overhauled without HEL Rimu’s consent.
(c) in respect of all claims HEL Rimu shall not be liable to compensate the Customer for any delay in either replacing or remedying the workmanship or in properly assessing the Customer’s claim.
14.2 For Materials not manufactured by HEL Rimu, the warranty shall be the current warranty provided by the manufacturer of the Materials. HEL Rimu shall not be bound by nor be responsible for any term, condition, representation or warranty other than that which is given by the manufacturer of the Materials.
14.3 In the case of second-hand Materials, the Customer acknowledges that he has had full opportunity to inspect the same and that he accepts the same with all faults and that no warranty is given by HEL Rimu as to the quality or suitability for any purpose and any implied warranty, statutory or otherwise, is expressly excluded. HEL Rimu shall not be responsible for any loss or damage to the Materials, or caused by the Materials, or any part thereof however arising.
- Consumer Guarantees Act 1993
15.1 If the Customer is acquiring Goods for the purposes of a trade or business, the Customer acknowledges that the provisions of the Consumer Guarantees Act 1993 do not apply to the supply of Materials and/or Works by HEL Rimu to the Customer.
- 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 HEL Rimu’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
16.2 If the Customer owes HEL Rimu any money the Customer shall indemnify HEL Rimu from and against all
costs and disbursements incurred by HEL Rimu in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, HEL Rimu’s collection agency costs, and bank dishonour fees).
16.3 Without prejudice to any other remedies HEL Rimu may have, if at any time the Customer is in breach of any obligation (including those relating to payment) under these terms and conditions HEL Rimu may suspend or terminate the supply of Works to the Customer. HEL Rimu will not be liable to the Customer for any loss or damage the Customer suffers because HEL Rimu has exercised its rights under this clause.
16.4 Without prejudice to HEL Rimu’s other remedies at law HEL Rimu shall be entitled to cancel or suspend all any part of any order of the Customer which remains unfulfilled and all amounts owing to HEL Rimu shall, whether or not due for payment, become immediately payable if:
(a) HEL Rimu receives a credit alert from a credit reporting agency;
(b) any money payable to HEL Rimu becomes overdue, or in HEL Rimu’s opinion the Customer will be unable to make a payment when it falls due;
(c) the Customer becomes insolvent or bankrupt, 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 Customer or any asset of the Customer.
- Dispute Resolution
17.1 All disputes and differences between the Customer and HEL Rimu touching and concerning this agreement shall be referred to arbitration under a single arbitrator agreed upon by both parties, or failing agreement, by two arbitrators (one to be appointed by each party) and their umpire (appointed by them prior to arbitration), such arbitration to be carried out in accordance with provisions of the Arbitration Act 1996.
- Compliance with Laws
18.1 The Customer and HEL Rimu shall comply with the provisions of all statutes, regulations and bylaws of government, local and other public authorities that may be applicable to the Works.
18.2 The Customer shall obtain (at the expense of the Customer) all licenses and approvals that may be required for the Works.
18.3 The Customer agrees that the site will comply with any occupational health and safety laws relating to building/construction sites and any other relevant safety standards or legislation.
18.4 The Customer agrees that they will comply with all HEL Rimu health and safety policies and requirements.
18.5 All Works will be tested to ensure that it is electrically safe and is in accordance with the wiring rules and other standards applying to the electrical installation under the Electrical Safety Regulations 2002. All of the cabling work will comply with the Australian and New Zealand Wiring standards.
19.1 HEL Rimu may cancel any contract to which these terms and conditions apply or cancel delivery of Works at any time before the Works are commenced by giving written notice to the Customer. On giving such notice HEL Rimu shall repay to the Customer any sums paid in respect of the Price, less any amounts owing by the Customer to HEL Rimu for Works already performed. HEL Rimu shall not be liable for any loss or damage whatsoever arising from such cancellation.
19.2 In the event that the Customer cancels the delivery of Works the Customer shall be liable for any and all loss incurred (whether direct or indirect) by HEL Rimu as a direct result of the cancellation (including, but not limited to, any loss of profits).
19.3 Works that are cancelled within twelve (12) hours of the arranged commencement time will attract a cancellation fee of up to one (1) hours labour and all travel costs if the technician has left HEL Rimu’s office.
19.4 Cancellation of orders for products made to the Customer’s specifications, or for non-stocklist items, will definitely not be accepted once production has commenced, or an order has been placed.
- Privacy Act 2020
20.1 The Customer authorises HEL Rimu or HEL Rimu’s agent to:
(a) access, collect, retain and use any information about the Customer;
(i) (including any overdue fines balance information held by the Ministry of Justice) for the purpose of assessing the Customer’s creditworthiness; or
(ii) for the purpose of marketing products and services to the Customer.
(b) disclose information about the Customer, whether collected by HEL Rimu from the Customer directly or obtained by HEL Rimu from any other source, to any other credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or notifying a default by the Customer.
20.2 Where the Customer is an individual the authorities under clause 21.1 are authorities or consents for the purposes of the Privacy Act 2020.
20.3 The Customer shall have the right to request HEL Rimu for a copy of the information about the Customer retained by HEL Rimu and the right to request HEL Rimu to correct any incorrect information about the Customer held by HEL Rimu.
- Unpaid HEL Rimu’s Rights
21.1 Where the Customer has left any item with HEL Rimu for repair, modification, exchange or for HEL Rimu to perform any other service in relation to the item and HEL Rimu has not received or been tendered the whole of any moneys owing to it by the Customer, HEL Rimu shall have, until all moneys owing to HEL Rimu are paid:
(a) a lien on the item; and
(b) 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.
21.2 The lien of HEL Rimu shall continue despite the commencement of proceedings, or judgment for any moneys owing to HEL Rimu having been obtained against the Customer.
- Equipment Hire
22.1 Equipment shall always remain the property of HEL Rimu and is returnable on demand. In the event that Equipment is not returned to HEL Rimu in the condition in which it was delivered then HEL Rimu retains the right to charge the Customer the full cost of repairing the Equipment. In the event that Equipment is not returned at all HEL Rimu shall have right to charge the Customer the full cost of replacing the Equipment.
22.2 The Customer shall;
(a) keep the Equipment in their own possession and control and shall not assign the benefit of the Equipment nor be entitled to a lien over the Equipment.
(b) not alter or make any additions to the Equipment including but without limitation altering, make any additions to, defacing or erasing any identifying mark, plate or number on or in the Equipment or in any other manner interfere with the Equipment.
(c) keep the Equipment, complete with all parts and accessories, clean and in good order as delivered, and shall comply with any maintenance schedule as advised by HEL Rimu to the Customer.
22.3 The Customer accepts full responsibility for the safekeeping of the Equipment and the Customer agrees to insure, or self-insure, HEL Rimu’s interest in the Equipment and agrees to indemnify HEL Rimu against physical loss or damage including, but not limited to, the perils of accident, fire, theft and burglary and all other usual risks and will affect adequate Public Liability Insurance covering any loss, damage or injury to property or persons arising out of the use of the Equipment. Further the Customer will not use the Equipment nor permit it to be used in such a manner as would permit an insurer to decline any claim.
- Construction Contract Act 2002
23.1 The Customer hereby expressly acknowledges that:
(a) HEL Rimu has the right to suspend work within five (5) working days of written notice of its intent to do so if a payment claim is served on the Customer, and:
(i) the payment is not paid in full by the due date for payment and no payment schedule has been given by the Customer; or
(ii) a scheduled amount stated in a payment schedule issued by the Customer in relation to the payment claim is not paid in full by the due date for its payment; or
(iii) the Customer has not complied with an adjudicator’s notice that the Customer must pay an amount to HEL Rimu by a particular date; and
(iv) HEL Rimu has given written notice to the Customer of its intention to suspend the carrying out of construction work under the construction contract.
(b) if HEL Rimu suspends work, it:
(i) is not in breach of contract; and
(ii) is not liable for any loss or damage whatsoever suffered, or alleged to be suffered, by the Customer or by any person claiming through the Customer; and
(iii) is entitled to an extension of time to complete the contract; and
(iv) keeps its rights under the contract including the right to terminate the contract; and may at any time lift the suspension, even if the amount has not been paid or an adjudicator’s determination has not been complied with.
(c) if HEL Rimu exercises the right to suspend work, the exercise of that right does not:
(i) affect any rights that would otherwise have been available to HEL Rimu under the Contractual Remedies Act 1979; or
(ii) enable the Customer to exercise any rights that may otherwise have been available to the Customer under that Act as a direct consequence of HEL Rimu suspending work under this provision.
24.1 The failure by HEL Rimu to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect HEL Rimu’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.
24.2 These terms and conditions and any contract to which they apply shall be governed by the laws of New Zealand and are subject to the jurisdiction of the courts of Taranaki.
24.3 HEL Rimu shall be under no liability whatsoever to the Customer for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Customer arising out of a breach by HEL Rimu of these terms and conditions.
24.4 HEL Rimu’s liability shall be limited to damages which under no circumstances shall exceed the Price of the Works.
24.5 The Customer shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Customer by HEL Rimu nor to withhold payment of any invoice because part of that invoice is in dispute.
24.6 HEL Rimu may license or sub-contract all or any part of its rights and obligations without the Customer’s consent.
24.7 The Customer agrees that HEL Rimu may amend these terms and conditions at any time which HEL Rimu shall notify the Customer of such changes. If HEL Rimu makes a change to these terms and conditions, then that change will take effect from the date on which HEL Rimu notifies the Customer of such change. The Customer will be taken to have accepted such changes if the Customer makes a further request for HEL Rimu to provide any Works to the Customer.
24.8 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.
24.9 The Customer warrants that it has the power to enter into this agreement and has obtained all necessary authorisations to allow it to do so, it is not insolvent and that this agreement creates binding and valid legal obligations on it.