Innovative Design Engineers Limited - Terms & Conditions of Trade
1.1 “IDE” means Innovative Design Engineers Limited, its successors and assigns or any person acting on behalf of and with the authority of Innovative Design Engineers Limited.
1.2 “Customer” means the person/s or any person acting on behalf of and with the authority of the Customer requesting IDE to provide the Services as specified in any proposal, quotation, order, invoice or other documentation, and:
(a) if there is more than one Customer, is a reference to each Customer jointly and severally; and
(b) if the Customer is a part of a Trust, shall be bound in their capacity as a trustee; and
(c) includes the Customer’s executors, administrators, successors and permitted assigns.
1.3 “Goods” means all Goods or Services supplied by IDE to the Customer at the Customer’s request from time to time (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 Goods and Services Tax (GST) where applicable) for the Goods as agreed between IDE and the Customer in accordance with clause 6 below.
2. Acceptance
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 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 Customer and IDE.
3. Electronic Transactions Act 2002
3.1 Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 22 of the Electronic Transactions Act 2002 or any other applicable provisions of that Act or any Regulations referred to in that Act.
4. Change in Control
4.1 The Customer shall give IDE 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, change of trustees or business practice). The Customer shall be liable for any loss incurred by IDE as a result of the Customer’s failure to comply with this clause.
5.1 Unless otherwise limited as per clause 5.2, the Customer agrees that should the Customer introduce any third party to IDE as the Customer’s duly authorised representative, that once introduced that person shall have the full authority of the Customer to order any Goods, and/or to request any variation thereto, on the Customer’s behalf (such authority to continue until all requested Goods have been delivered or the Customer otherwise notifies IDE in writing that said person is no longer the Customer’s duly authorised representative).
5.2 In the event that the Customer’s duly authorised representative as per clause 5.1 is to have only limited authority to act on the Customer’s behalf then the Customer must specifically and clearly advise IDE in writing of the parameters of the limited authority granted to their representative.
5.3 The Customer specifically acknowledges and accepts that they will be solely liable to IDE for all additional costs incurred by IDE (including IDE’s profit margin) in supplying any Goods, or variation/s thereto, requested by the Customer’s duly authorised representative (subject always to the limitations imposed under clause 5.2 (if any)).
6. Price and Payment
6.1 The Price shall be agreed between the parties to be either:
(a) as indicated on any invoice provided by IDE to the Customer; or
(b) the Price as at the date of delivery of the Goods according to IDE’s current price list; or
(c) IDE’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 IDE reserves the right to change the Price:
(a) if a variation to the Services which are to be provided (including any applicable design, plans or specifications) is requested; or
(b) where additional Services are required due to the discovery of hidden or unidentifiable difficulties (including, but not limited to, poor weather conditions, limitations to accessing the nominated address, safety considerations, prerequisite work by any third party not being completed or inaccurate structural measurements provided by the Customer, etc.) which are only discovered on commencement of the Services; or
(c) in the event of increases to IDE in the costs of supply and/or production of Goods (including fluctuations in currency exchange rates and steel prices, etc.), and/or delivery, due to circumstances beyond the reasonable control of IDE.
6.3 Variations will be charged for on the basis of IDE’s quotation, and will be detailed in writing, and shown as variations on IDE’s invoice. The Customer shall be required to respond to any variation submitted by IDE prior to work being undertaken but within ten (10) working days. Failure to do so will entitle IDE to add the cost of the variation to the Price should the variation be deemed essential and that further delay in the customers response would unreasonably delay the project completion. Payment for all variations must be made in full at the time of their completion.
6.4 At IDE’s sole discretion a project deposit or payment in full at the commencement of the project may be required. Such requirement will be notified prior to IDE undertaking any work.
6.5 Time for payment for the Goods being of the essence, the Price will be payable by the Customer on the date/s determined by IDE, which may be:
(a) on delivery of the Goods;
(b) by way of instalments/progress payments in accordance with IDE’s payment schedule;
(c) for certain approved Customers, 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;
(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 IDE.
6.6 Payment may be made by cheque, bank cheque, electronic/on-line banking, or by any other method as agreed to between the Customer and IDE.
6.7 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 IDE nor to withhold payment of the balance of any invoice because part of that invoice is in dispute. The disputed amount may be withheld pending resolution of the dispute.
6.8 Unless otherwise stated the Price does not include GST. In addition to the Price, the Customer must pay to IDE an amount equal to any GST IDE must pay for any supply by IDE under this or any other agreement for the sale of the Goods. 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.
7. Dimensions, Plans and Specifications
7.1 Dimensions and specifications contained or referred to in any agreement or in any publications maintained or issued by IDE are estimates only. Unless otherwise expressly agreed in writing by IDE, it is not a condition of any agreement that the Goods will correspond precisely with such dimensions and specifications, and all customary industry tolerances will be allowed.
7.2 IDE shall be entitled to rely on the accuracy of any plans, specifications and other information provided by the Customer, or the Customer’s representative. It is expressly acknowledged by the Customer that errors in the provided information will potentially lead to variations as per clause 6.2 b.
8. Surplus Materials
8.1 Unless otherwise stated elsewhere in this agreement:
(a) only suitable new materials will be used; and
(b) materials that IDE purchases for the Goods, which are surplus, remain the property of IDE.
9. Compliance and Consents
9.1 The Customer and IDE 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, including any occupational health and safety laws relating to building/construction sites and any other relevant safety standards or legislation.
9.2 IDE has not and will not at any time assume any obligation as the Customer’s agent or otherwise which may be imposed upon the Customer from time to time pursuant to the Health & Safety at Work Act 2015, including any subsequent regulations (the “HSW Act”) arising out of this engagement services. The parties agree that for the purposes of the HSW Act, IDE shall not be the person who controls the place of work in terms of the HSW Act.
9.3 Whilst on the customer site, IDE shall ensure that its personnel comply with all health and safety plans and procedures under IDE’s Health and safety plan and as notified to the customer and will otherwise comply with the Health and Safety at work act 2015.
9.4 The Customer shall obtain (at the expense of the Customer) all licenses and approvals that may be required for the Goods.
10. Provision of the Services
10.1 The Services commencement date will be put back and/or the completion date extended by whatever time is reasonable in the event that IDE claims an extension of time (by giving the Customer written notice) where completion is delayed by an event beyond IDE’s reasonable control, including but not limited to any failure by the Customer to:
(a) make a selection; or
(b) have the site ready for the Services; or
(c) notify IDE that the site is ready.
10.2 Depending on the terms of the project delivery (“Delivery”) of the Goods is taken to occur at the time that:
(a) the Customer or the Customer’s nominated carrier takes possession of the Goods at IDE’s address; or
(b) IDE (or IDE’s nominated carrier) delivers the Goods to the Customer’s nominated address even if the Customer is not present at the address.
(c) When IDE completes installation of the goods at the Customers nominated address.
10.3 The inclusion or exclusion of cost of delivery to the Price will be agreed prior to services commencement.
10.4 IDE may deliver the Goods in separate instalments. Each separate instalment shall be invoiced and paid in accordance with the provisions in these terms and conditions.
10.5 Any time specified by IDE for delivery of the Goods is an estimate only and IDE will not be liable for any loss or damage incurred by the Customer as a result of delivery being late (including but not limited to, delays of materials in transit from third party suppliers). However, both parties agree that they will use best endeavours to enable the Goods to be delivered at the time and place as was arranged between both parties. In the event that IDE is unable to supply the Goods as agreed solely due to any action or inaction of the Customer, then IDE shall be entitled to charge a reasonable fee for redelivery and/or storage.
11. Risk
11.1 Risk of damage to or loss of the Goods passes to the Customer on Delivery and the Customer must insure the Goods on or before Delivery.
11.2 If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Customer, IDE is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by IDE is sufficient evidence of IDE’s rights to receive the insurance proceeds without the need for any person dealing with IDE to make further enquiries.
11.3 If the Customer requests IDE to leave Goods outside IDE’s premises for collection or to deliver the Goods to an unattended location, then such Goods shall be left at the Customer’s sole risk.
11.4 The Customer acknowledges that Goods supplied may exhibit variations in shade, colour, texture, surface and finish. IDE will make every effort to match batches of product supplied in order to minimise such variations but shall not be liable in any way whatsoever where such variations occur.
11.5 The Customer warrants that the structure of the premises or equipment in or upon which these Goods are to be installed or erected is sound and will sustain the installation and work incidental thereto and IDE shall not be liable for any claims, demands, losses, damages, costs and expenses howsoever caused or arising should the premises or equipment be unable to accommodate the installation.
11.6 Where IDE is not contracted to install the goods then IDE shall not be liable for any defect or damage resulting from incorrect or faulty installation.
11.7 The Customer acknowledges that IDE is only responsible for parts that are replaced/supplied by/via IDE and that IDE does not at any stage accept any liability in respect of components supplied by any other third party that subsequently fail or are found to be the source of the failure, the Customer agrees to indemnify IDE against any loss or damage to the Goods, or caused thereby, or any part thereof howsoever arising.
11.8 Where IDE has arranged for supply of goods from third parties then IDE shall ensure warranties are obtained from those third parties. The specific details for warranties will be set out in the warranty documentation.
11.9 Where the Customer has supplied materials for IDE to complete the Goods, the Customer acknowledges that they accept responsibility for the suitability of purpose, quality and any faults inherent in those materials. IDE shall not be responsible for any defects in the Goods, any loss or damage howsoever arising from the use of materials supplied by the Customer.
11.10 Any advice, recommendation, information, assistance or service provided by IDE in relation to Goods provided is given in good faith, is based on IDE’s own knowledge and experience and shall be accepted without liability on the part of IDE and it shall be the responsibility of the Customer to confirm the accuracy and reliability of the same in light of the use to which the Customer makes or intends to make of the Goods.
12. Title
12.1 IDE and the Customer agree that full unencumbered ownership of the Goods shall not pass until:
(a) the Customer has paid IDE all amounts owing to IDE; and
(b) the Customer has met all of its other obligations to IDE.
12.2 Receipt by IDE 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.
12.3 It is further agreed that until ownership of the Goods passes to the Customer in accordance with clause 12.1:
(a) the Customer is only a bailee of the Goods and must return the Goods to IDE on request.
(b) the Customer holds the benefit of the Customer’s insurance of the Goods on trust for IDE and must pay to IDE the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed.
(c) the Customer 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 Customer sells, disposes or parts with possession of the Goods then the Customer must hold the proceeds of any such act on trust for IDE and must pay or deliver the proceeds to IDE on demand.
(d) the Customer should not convert or process the Goods 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 IDE and must sell, dispose of or return the resulting product to IDE as it so directs.
(e) the Customer irrevocably authorises IDE to enter any premises where IDE believes the Goods are kept and recover possession of the Goods.
(f) IDE may recover possession of any Goods in transit whether or not delivery has occurred.
(g) the Customer 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 IDE.
(h) IDE may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Customer.
13. Personal Property Securities Act 1999 (“PPSA”)
13.1 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 Goods and/or collateral (account) – being a monetary obligation of the Customer to IDE for Services – that have previously been supplied and that will be supplied in the future by IDE to the Customer.
13.2 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 IDE may reasonably require registering a financing statement or financing change statement on the Personal Property Securities Register;
(b) indemnify, and upon demand reimburse, IDE for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register or releasing any Goods charged thereby;
(c) 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 IDE; and
(d) immediately advise IDE 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.
13.3 IDE and the Customer agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these terms and conditions.
13.4 The Customer waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA.
13.5 Unless otherwise agreed to in writing by IDE, the Customer waives its right to receive a verification statement in accordance with section 148 of the PPSA.
13.6 The Customer shall unconditionally ratify any actions taken by IDE under clauses 13.1 to 13.5.
14. Defects. Returns and Warranties
14.1 IDE warrants that the Goods it provides and the Services it carries out:
(a) Are of good and merchantable quality and are fit for the customers purpose as described.
(b) Are provided with due care and skill.
(c) Are free from defective workmanship or materials.
(d) Meet all legal requirements.
(e) Comply with this agreement including Customers Specification and performance requirements.
14.2 The Customer shall inspect the Goods on delivery and shall within thirty (30) days of delivery (time being of the essence) notify IDE of acceptance or any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Customer shall afford IDE an opportunity to inspect the Goods within a reasonable time following delivery if the Customer believes the Goods are defective in any way. For defective Goods, which IDE has agreed in writing that the Customer is entitled to reject, IDE’s liability is limited to either (at IDE’s discretion) replacing the Goods or repairing the Goods.
14.3 Goods will not be accepted for return other than in accordance with 14.2 above, and provided that:
(a) IDE has agreed in writing to accept the return of the Goods; and
(b) IDE will not be liable for Goods which have not been stored or used in accordance with agreed written instructions; and
(c) the Goods 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.
14.4 IDE will accept the return of Goods for credit if this is agreed between the parties.
14.5 Subject to clause 14.1, non-stocklist items or Goods made to the Customer’s specifications are not acceptable for credit or return.
14.6 Subject to the conditions of warranty set out in clause 14.7 IDE warrants that if any defect in any workmanship of IDE becomes apparent and is reported to IDE within twelve (12) months of the date of Delivery (time being of the essence) then IDE will either (at IDE’s sole discretion) replace or remedy the workmanship.
14.7 The conditions applicable to the warranty given by clause 14.6 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 Goods; or
(ii) failure on the part of the Customer to follow any instructions or guidelines provided by IDE; 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 a reasonably prudent operator or user; or
(v) fair wear and tear, any accident or act of God.
(b) the warranty shall cease, and IDE shall thereafter in no circumstances be liable under the terms of the warranty if the workmanship is repaired, altered or overhauled without IDE’s consent.
(c) in respect of all claims IDE 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 but shall use best endeavours ensure this is expedited as soon as possible.
14.8 For Goods not manufactured by IDE, the warranty shall be the current warranty provided by the manufacturer of the Goods which will be listed in the warranty documentation. IDE 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 Goods.
14.9 The conditions applicable to the warranty given on Goods supplied by IDE are contained on the “Warranty Documentation” that will be supplied with the Goods.
15. 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 Goods by IDE to the Customer.
16. Intellectual Property
16.1 The separate IDE intellectual property guideline document details the relative Intellectual property rights of the parties.
16.2 The Customer warrants that all designs, specifications or instructions given to IDE will not cause IDE to infringe any patent, registered design or trademark in the execution of the Customer’s order and the Customer agrees to indemnify IDE against any action taken by a third party against IDE in respect of any such infringement.
17. Default and Consequences of Default
17.1 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 IDE’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
17.2 If the Customer owes IDE any money the Customer shall indemnify IDE from and against all costs and disbursements incurred by IDE in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, IDE’s collection agency costs, and bank dishonour fees).
17.3 Further to any other rights or remedies IDE may have under this contract, if a Customer has made payment to IDE, and the transaction is subsequently reversed, the Customer shall be liable for the amount of the reversed transaction, in addition to any further costs incurred by IDE under this clause 17 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Customer’s obligations under this agreement.
17.4 Without prejudice to IDE’s other remedies at law IDE shall be entitled to cancel all or any part of any order of the Customer which remains unfulfilled and all amounts owing to IDE shall, whether or not due for payment, become immediately payable if:
(a) any money payable to IDE becomes overdue, or in IDE’s opinion the Customer will be unable to make a payment when it falls due;
(b) the Customer has exceeded any applicable credit limit provided by IDE;
(c) the Customer 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 Customer or any asset of the Customer.
18. Cancellation
18.1 Without prejudice to any other remedies IDE may have, if at any time the Customer is in breach of any obligation (including those relating to payment) under these terms and conditions IDE may suspend or terminate the supply of Goods to the Customer. IDE will not be liable to the Customer for any loss or damage the Customer suffers because IDE has exercised its rights under this clause.
18.2 IDE 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 Customer. On giving such notice IDE shall repay to the Customer any money paid by the Customer for the Goods. IDE shall not be liable for any loss or damage whatsoever arising from such cancellation.
18.3 If the Customer cancels delivery of Goods the Customer shall be liable for any and all loss incurred (whether direct or indirect) by IDE as a direct result of the cancellation (including, but not limited to, any loss of profits, but excluding any consequential loss).
18.4 Cancellation of orders for Goods 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.
19. Privacy Act 1993
19.1 The Customer authorises IDE or IDE’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 IDE from the Customer directly or obtained by IDE 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.
19.2 Where the Customer is an individual the authorities under clause 19.1 are authorities or consents for the purposes of the Privacy Act 1993.
19.3 The Customer shall have the right to request IDE for a copy of the information about the Customer retained by IDE and the right to request IDE to correct any incorrect information about the Customer held by IDE.
20. Unpaid Seller’s Rights
20.1 Where the Customer has left any item with IDE for repair, modification, exchange or for IDE to perform any other service in relation to the item and IDE has not received or been tendered the whole of any monies owing to it by the Customer, IDE shall have, until all monies owing to IDE 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.
20.2 The lien of IDE shall continue despite the commencement of proceedings, or judgment for any monies owing to IDE having been obtained against the Customer.
21. Service of Notices
21.1 Any written notice given under this contract shall be deemed to have been given and received:
(a) by handing the notice to the other party, in person;
(b) by leaving it at the address of the other party as stated in this contract;
(c) by sending it by registered post to the address of the other party as stated in this contract;
(d) if sent by facsimile transmission to the fax number of the other party as stated in this contract (if any), on receipt of confirmation of the transmission;
(e) if sent by email to the other party’s last known email address.
21.2 Any notice that is posted shall be deemed to have been served, unless the contrary is shown, at the time when by the ordinary course of post, the notice would have been delivered.
22. Construction Contracts Act 2002
22.1 The Customer hereby expressly acknowledges that:
(a) IDE 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 IDE by a particular date; and
(iv) IDE has given written notice to the Customer of its intention to suspend the carrying out of construction work under the construction contract.
(b) if IDE 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 IDE exercises the right to suspend work, the exercise of that right does not:
(i) affect any rights that would otherwise have been available to IDE 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 IDE suspending work under this provision.
23. General
23.1 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.
23.2 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 Nelson Courts of New Zealand.
23.3 IDE 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 IDE of these terms and conditions (alternatively IDE’s liability shall be limited to damages which under no circumstances shall exceed the Price of the Goods).
23.4 IDE may licence and/or assign all or any part of its rights and/or obligations under this contract with the Customer’s prior written consent, not to be unreasonably withheld.
23.5 The Customer cannot licence or assign without the written approval of IDE, not to be unreasonably withheld..
23.6 IDE 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 Customer agrees and understands that they have no authority to give any instruction to any of IDE’s sub-contractors without the authority of IDE.
23.7 The Customer agrees that IDE may amend these terms and conditions by notifying the Customer in writing. These changes shall be deemed to take effect from the date on which the Customer accepts such changes, or otherwise at such time as the Customer makes a further request for IDE to provide Goods to the Customer.
23.8 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.
23.9 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.