BIRCH ELECTRICAL SERVICES (NZ) TAPUI LIMITED 

Terms & Conditions of Trade

1. Definitions

1.1 “BIRCH ELECTRICAL ” means BIRCH ELECTRICAL SERVICES (NZ) TAPUI LIMITED, or Birch Electrical, its successors and assigns or any person acting on behalf of and with the authority of BIRCH ELECTRICAL SERVICES (NZ) TAPUI LIMITED.

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.

1.3 “Goods” means all Goods or Services supplied by BIRCH ELECTRICAL to the Client at the Client’s request from time to time (where the context so permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other).

1.4 “Price” means the price payable for the Goods as agreed between BIRCH ELECTRICAL and the Client in accordance with clause 5 below.

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 BIRCH ELECTRICAL’S consent in writing and shall prevail to the extent of any inconsistency with any other document or agreement between the Client and BIRCH ELECTRICAL.

3. Authorised Representatives

3.1 Unless otherwise limited as per clause 3.2 the Client agrees that should the Client introduce any third party to BIRCH ELECTRICAL as the Client’s duly authorised representative, that once introduced that person shall have the full authority of the Client to order any materials or Services on the Client’s behalf and/or to request any variation to the works on the Client’s behalf (such authority to continue until all requested works have been completed or the Client otherwise notifies BIRCH ELECTRICAL in writing that said person is no longer the Client’s duly authorised representative).

3.2 In the event that the Client’s duly authorised representative as per clause 3.1 is to have only limited authority to act on the Client’s behalf then the Client must specifically and clearly advise BIRCH ELECTRICAL in writing of the parameters of the limited authority granted to their representative.

3.3 The Client specifically acknowledges and accepts that they will be solely liable to BIRCH ELECTRICAL for all additional costs incurred by BIRCH ELECTRICAL (including BIRCH ELECTRICAL’S profit margin) in providing any works, materials, Services or variation/s requested by the Client’s duly authorised representative (subject always to the limitations imposed under clause 3.2 (if any)).

4. Change in Control

4.1 The Client shall give BIRCH ELECTRICAL 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, or business practice). The Client shall be liable for any loss incurred by BIRCH ELECTRICAL due to the Client’s failure to comply with this clause.

5. Price and Payment

5.1 At BIRCH ELECTRICAL’S sole discretion, the price shall be either:

(a) as indicated on any invoice provided by BIRCH ELECTRICAL to the Client; or

(b) BIRCH ELECTRICAL’S quoted price (subject to clause 5.2), which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days.)

(c)          Note that an estimate is not a quote or a price agreed. An estimate is that and is simply a guide to the estimated cost. An estimate is not an offer to the Client on price.

5.2 BIRCH ELECTRICAL reserves the right to change the price:

(a) if a variation to the Goods which are to be supplied is requested; or

(b) if a variation to the Services originally scheduled (including any applicable plans or specifications) is requested; or

(c) where additional Services are required due to the discovery of hidden or unidentifiable difficulties (including, but not limited to, 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 Services; or

(d) in the event of increases to BIRCH ELECTRICAL in the cost of labour or Goods which are beyond BIRCH ELECTRICAL’s control.

5.3 At BIRCH ELECTRICAL’S sole discretion a non-refundable deposit may be required.

5.4 Time for payment for the Services being of the essence, the price will be payable by the Client on the date/s determined by BIRCH ELECTRICAL, which may be:

(a) on completion of the Services; or

(b) by way of progress payments in accordance with BIRCH ELECTRICAL’S specified progress payment schedule. Such progress payment claims may include the reasonable value of authorised variations and the value of any Goods delivered to the worksite but not yet installed;

(c) the date specified on any invoice or other form as being the date for payment; or

(d) failing any notice to the contrary, the date which is seven (7) days following the date of any invoice email to the Client by BIRCH ELECTRICAL.

5.5 Payment may be made by cash, cheque, bank cheque, electronic/online banking, credit card (plus a surcharge of up to two and a half per cent (2.5%) of the price, or by any other method as agreed to between the Client and BIRCH ELECTRICAL.

5.6 Unless otherwise stated, the price does not include GST. In addition to the price, the Client must pay to BIRCH ELECTRICAL an amount equal to any GST. The Client must pay GST, without deduction or set 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 additional taxes and duties that may be applicable in addition to the price except where they are expressly included in the price.

6. Delivery and Risk

6.1 At BIRCH ELECTRICAL’S sole discretion, any delivery costs may be charged additionally to the Client.

6.2 The Client must take delivery of the Goods, either by receipt or collection, whenever they are tendered for delivery. If the Client is unable to take delivery of the Goods as arranged, then BIRCH ELECTRICAL shall be entitled to charge a reasonable fee for redelivery and storage.

6.3 Subject to clause 6.4, it is BIRCH ELECTRICAL’S responsibility to ensure that the Services start as soon as possible.

6.4 The Services commencement date will be put back and the completion date extended by whatever time is reasonable in the event that BIRCH ELECTRICAL claims an extension of time (by giving the Client written notice by email or verbal notice) where completion is delayed by an event beyond BIRCH ELECTRICAL’S control, including but not limited to any failure by the Client to:

(a) make a selection; or

(b) have the site ready for the Services; or

(c) notify BIRCH ELECTRICAL that the site is ready.

6.5 Any time or date given by BIRCH ELECTRICAL to the Client is an estimate only. The Client must still accept delivery of the Goods even if late and BIRCH ELECTRICAL will not be liable for any loss or damage incurred by the Client as a result of the delivery being late.

6.6 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.

6.7 If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Client, BIRCH ELECTRICAL is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by BIRCH ELECTRICAL is sufficient evidence of BIRCH ELECTRICAL’S rights to receive the insurance proceeds without the need for any person dealing with BIRCH ELECTRICAL to make further enquiries.

6.8 If the Client requests BIRCH ELECTRICAL to leave Goods outside BIRCH ELECTRICAL’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.

6.9 In the event that the electrical wiring is required to be re-positioned at the request of any third party contracted by the Client, the Client agrees to notify BIRCH ELECTRICAL immediately upon any proposed changes. The Client agrees to indemnify BIRCH ELECTRICAL against any additional costs incurred with such a relocation of electrical wiring. All such variances shall be invoiced in accordance with clause 5.2.

6.10 The Client warrants that any structures to which the Goods are to be affixed is able to withstand the installation of the Goods and that any electrical connections (including, but not limited to, meter boxes, main switches, circuit breakers, and electrical cable) are of suitable capacity to handle the Goods once installed. If for any reason (including the discovery of asbestos, defective or unsafe wiring or dangerous access to roofing) that BIRCH ELECTRICAL, its employees or contractors reasonably form the opinion that the Clients premises is not safe for the installation of Goods to proceed, then BIRCH ELECTRICAL shall be entitled to delay the installation of the Goods (in accordance with the provisions of clause 6.4 above) until BIRCH ELECTRICAL is satisfied that it is safe for the installation to proceed. BIRCH ELECTRICAL may at its sole discretion agree to bring the premises up to a standard suitable for installation to proceed but all such Services undertaken and any additional Goods supplied shall be treated as a variation and be charged for in addition to the price.

7. Accuracy of Client’s Plans & Measurements for Orders

7.1 BIRCH ELECTRICAL shall be entitled to rely on the accuracy of any plans, specifications and other information provided by the Client. The Client acknowledges and agrees that in the event that any of this information provided by the Client is inaccurate, BIRCH ELECTRICAL accepts no responsibility for any loss, damages, or costs however resulting from these inaccurate plans, specifications or other information.

7.2 In the event the Client gives information relating to measurements and quantities of Goods required in completing the Services, it is the Client’s responsibility to verify the accuracy of the measurements and quantities, before the Client or BIRCH ELECTRICAL places an order based on these measurements and quantities. HOWEVER, BIRCH ELECTRICAL accepts no responsibility for any loss, damages, or costs resulting from the Client’s failure to comply with this clause.

8. Access

8.1 The Client shall ensure that BIRCH ELECTRICAL has clear and free access to the worksite at all times to enable them to deliver the Goods. BIRCH ELECTRICAL 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 BIRCH ELECTRICAL.

9. Underground Locations

9.1 Prior to BIRCH ELECTRICAL commencing any work, the Client must advise BIRCH ELECTRICAL of the precise location of all underground services on the site and clearly mark the same. The underground mains & services the Client 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.

9.2 Whilst BIRCH ELECTRICAL will take all care to avoid damage to any underground services the Client agrees to indemnify BIRCH ELECTRICAL 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. Title

10.1 BIRCH ELECTRICAL and the Client agree that ownership of the Goods shall not pass until:

(a) the Client has paid BIRCH ELECTRICAL all amounts owing to BIRCH ELECTRICAL; and

(b) the Client has met all of its other obligations to BIRCH ELECTRICAL.

10.2 Receipt by BIRCH ELECTRICAL 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.

10.3 It is further agreed that:

(a) until ownership of the Goods passes to the Client in accordance with clause 10.1 that the Client is only a bailee of the Goods and must return the Goods to BIRCH ELECTRICAL on request.

(b) the Client holds the benefit of the Client’s insurance of the Goods on trust for BIRCH ELECTRICAL and must pay to BIRCH ELECTRICAL 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, the Client must hold the proceeds of any such act on trust for BIRCH ELECTRICAL and must pay or deliver the proceeds to BIRCH ELECTRICAL 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 BIRCH ELECTRICAL and must sell, dispose of or return the resulting product to BIRCH ELECTRICAL as it so directs.

(e) the Client irrevocably authorises BIRCH ELECTRICAL to enter any premises where BIRCH ELECTRICAL believes the Goods are kept and recover possession of the Goods.

(f) BIRCH ELECTRICAL 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 BIRCH ELECTRICAL.

(h) BIRCH ELECTRICAL may commence proceedings to recover the Price of the Goods sold, notwithstanding that ownership of the Goods has not passed to the Client.

11. Personal Property Securities Act 1999 (“PPSA”)

11.1 Upon assenting to these terms and conditions in writing, including email, by way of accepting a quote, or by way of paying service, the Client 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 Client to BIRCH ELECTRICAL for Services – that have previously been supplied and that will be supplied in the future by BIRCH ELECTRICAL to the Client.

11.2 The Client 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 BIRCH ELECTRICAL may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register;

(b) indemnify, and upon demand reimburse, BIRCH ELECTRICAL 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 BIRCH ELECTRICAL; and

(d) immediately advise BIRCH ELECTRICAL 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.

11.3 BIRCH ELECTRICAL and the Client agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these terms and conditions.

11.4 The Client waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA.

11.5 Unless otherwise agreed to in writing by BIRCH ELECTRICAL, the Client waives its right to receive a verification statement in accordance with section 148 of the PPSA.

11.6 The Client shall unconditionally ratify any actions taken by BIRCH ELECTRICAL under clauses 11.1 to 11.5.

12. Security and Charge

12.1 In consideration of BIRCH ELECTRICAL 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).

12.2 The Client indemnifies BIRCH ELECTRICAL from and against all BIRCH ELECTRICAL’S costs and disbursements, including legal costs on a solicitor and own Client basis incurred in exercising BIRCH ELECTRICAL’S rights under this clause.

12.3 The Client irrevocably appoints BIRCH ELECTRICAL and each director of BIRCH ELECTRICAL as the Client’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 12, including, but not limited to, signing any document on the Client’s behalf.

13. Client’s Disclaimer

13.1 The Client hereby disclaims any right to rescind, or cancel any contract with BIRCH ELECTRICAL or to sue for damages or to claim restitution arising out of any inadvertent misrepresentation made to the Client by BIRCH ELECTRICAL and the Client acknowledges that the Goods are bought relying solely upon the Client’s skill and judgment.

14. Defects

14.1 The Client shall inspect the Goods on delivery and shall within thirty (30) days of delivery (time being of the essence) notify BIRCH ELECTRICAL of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Client shall afford BIRCH ELECTRICAL an opportunity to inspect the Goods within a reasonable time following delivery if the Client believes the Goods are defective in any way. If the Client shall fail to comply with these provisions the Goods shall be presumed to be free from any defect or damage. For defective Goods, which BIRCH ELECTRICAL has agreed in writing that the Client is entitled to reject, BIRCH ELECTRICAL’S liability is limited to either (at BIRCH ELECTRICAL’S discretion) replacing the Goods or repairing the Goods.

14.2 Goods will not be accepted for return other than in accordance with 14.1 above.

15. Consumer Guarantees Act 1993

15.1 If the Client is acquiring Goods for a trade or business purposes, the Client acknowledges that the provisions of the Consumer Guarantees Act 1993 do not apply to the supply of Goods by BIRCH ELECTRICAL to the Client.

16. Intellectual Property

16.1 Where BIRCH ELECTRICAL has designed, drawn or developed Goods for the Client, then the copyright in any designs and drawings and documents shall remain the property of BIRCH ELECTRICAL.

16.2 The Client warrants that all designs, specifications or instructions given to BIRCH ELECTRICAL will not cause BIRCH ELECTRICAL to infringe any patent, registered design or trademark in the execution of the Client’s order and the Client agrees to indemnify BIRCH ELECTRICAL against any action taken by a third party against BIRCH ELECTRICAL in respect of any such infringement.

16.3 The Client agrees that BIRCH ELECTRICAL may (at no cost) use for marketing or entry into any competition, any documents, designs, drawings or Goods that BIRCH ELECTRICAL has created for the Client.

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 BIRCH ELECTRICAL’S sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.

17.2 If the Client owes BIRCH ELECTRICAL any money the Client shall indemnify BIRCH ELECTRICAL from and against all costs and disbursements incurred by BIRCH ELECTRICAL in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own Client basis, BIRCH ELECTRICAL’S collection agency costs, and bank dishonour fees).

17.3 Further to any other rights or remedies BIRCH ELECTRICAL may have under this contract, if a Client has made payment to BIRCH ELECTRICAL by credit card, 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 BIRCH ELECTRICAL under this clause 17, 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.

17.4 Without prejudice to any other remedies BIRCH ELECTRICAL may have, if at any time the Client is in breach of any obligation (including those relating to payment) under these terms and conditions, BIRCH ELECTRICAL may suspend or terminate the supply of Goods to the Client. BIRCH ELECTRICAL will not be liable to the Client for any loss or damage the Client suffers because BIRCH ELECTRICAL has exercised its rights under this clause.

17.5 Without prejudice to BIRCH ELECTRICAL’S other remedies at law BIRCH ELECTRICAL shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to BIRCH ELECTRICAL shall, whether or not due for payment, become immediately payable if:

(a) any money payable to BIRCH ELECTRICAL becomes overdue, or in BIRCH ELECTRICAL’S opinion the Client will be unable to make a payment when it falls due;

(b) 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

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

18. Compliance with Laws

18.1 The Client and BIRCH ELECTRICAL shall comply with the provisions of all statutes, regulations and bylaws of government, local and other public authorities that may be applicable to the Services.

18.2 The Client shall obtain (at the expense of the Client) all licenses, approvals, applications and permits that may be required for the Services, and that are not included in the project documents provided by BIRCH ELECTRICAL

18.3 All work 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. All of the cabling work will comply with all relevant Australian and New Zealand Wiring standards.

18.4 If during the course of installation when the Services are being conducted within and around switchboards that if the same is found defective or deemed to be unsafe by BIRCH ELECTRICAL, then BIRCH ELECTRICAL shall notify the Client immediately. The power if isolated, will not be re-energised until such time as the existing condition has been rectified and made safe in accordance to the Electrical Safety Regulations. The Client accepts and agrees that any costs associated with the rectification Services, including any Goods and labour shall be to the Client’s account.

18.5 Any live Services or Services undertaken near live conductors where it is safe to do so shall be dealt with in accordance with Australian and New Zealand Wiring standards being “Safe working on Low Voltage Electrical Installations, relevant Commonwealth and Statutory Acts and Work Place Regulations”. BIRCH ELECTRICAL’S live Services procedures are designed to eliminate risk of injury to BIRCH ELECTRICAL’S employees, damage to the Client’s installations and unexpected power disconnections. It may in some cases require disconnection and isolation of the installation to undertake such Services for which additional charges may be applicable. This shall be invoiced in accordance with clause 5.2.

18.6 The Client 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.

19. Cancellation

19.1 BIRCH ELECTRICAL 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 BIRCH ELECTRICAL shall repay to the Client any money paid by the Client for the Goods. BIRCH ELECTRICAL shall not be liable for any loss or damage whatsoever arising from such cancellation.

19.2 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 BIRCH ELECTRICAL as a direct result of the cancellation (including, but not limited to, any loss of profits).

19.3 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.

20. Privacy Act 1993

20.1 The Client authorises BIRCH ELECTRICAL or BIRCH ELECTRICAL’S agent to:

(a) access, collect, retain and use any information about the Client;

(i) (including any overdue fines balance information held by the Ministry of Justice) for the purpose of assessing the Client’s creditworthiness; or

(ii) for the purpose of marketing products and services to the Client.

(b) disclose information about the Client, whether collected by BIRCH ELECTRICAL from the Client directly or obtained by BIRCH ELECTRICAL 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 Client.

20.2 Where the Client is an individual the authorities under clause 20.1 are authorities or consents for the purposes of the Privacy Act 1993.

20.3 The Client shall have the right to request BIRCH ELECTRICAL for a copy of the information about the Client retained by BIRCH ELECTRICAL and the right to request BIRCH ELECTRICAL to correct any incorrect information about the Client held by BIRCH ELECTRICAL.

21. Construction Contracts Act 2002

21.1 The Client hereby expressly acknowledges that:

(a) BIRCH ELECTRICAL 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 Client, and:

(i) the payment is not paid in full by the due date for payment and no payment schedule has been given by the Client; or

(ii) a scheduled amount stated in a payment schedule issued by the Client in relation to the payment claim is not paid in full by the due date for its payment; or

(iii) the Client has not complied with an adjudicator’s notice that the Client must pay an amount to BIRCH ELECTRICAL by a particular date; and

(iv) BIRCH ELECTRICAL has given written notice to the Client of its intention to suspend the carrying out of construction work under the construction contract.

(b) If BIRCH ELECTRICAL 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 Client or by any person claiming through the Client; 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 BIRCH ELECTRICAL exercises the right to suspend work, the exercise of that right does not:

(i) affect any rights that would otherwise have been available to BIRCH ELECTRICAL under the Contractual Remedies Act 1979; or

(ii) enable the Client to exercise any rights that may otherwise have been available to the Client under that Act as a direct consequence of BIRCH ELECTRICAL suspending work under this provision.

22. General

22.1 The failure by BIRCH ELECTRICAL to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect BIRCH ELECTRICAL’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.

22.2 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 New Zealand.

22.3 BIRCH ELECTRICAL 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 BIRCH ELECTRICAL of these terms and conditions (alternatively BIRCH ELECTRICAL’S liability shall be limited to damages which under no circumstances shall exceed the Price of the Goods).

22.4 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 BIRCH ELECTRICAL nor to withhold payment of any invoice because part of that invoice is in dispute.

22.5 BIRCH ELECTRICAL may license or sub-contract all or any part of its rights and obligations without the Client’s consent.

22.6 The Client agrees that BIRCH ELECTRICAL may amend these terms and conditions at any time. If BIRCH ELECTRICAL makes a change to these terms and conditions, then that change will take effect from the date on which BIRCH ELECTRICAL notifies the Client of such change. The Client will be taken to have accepted such changes if the Client makes a further request for BIRCH ELECTRICAL to provide Goods to the Client.

22.7 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.

22.8 The Client 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.