Professional security solutions. The terms that apply to the supply of our goods and services.
Mercury Electronics Ltd — Professional security solutions
1.1 “Mercury Electronics” means Mercury Electronics Ltd, its successors and assigns or any person acting on behalf of and with the authority of Mercury Electronics Ltd.
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 Mercury Electronics 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 Mercury Electronics and the Client in accordance with clause 5 below.
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 Mercury Electronics’s consent in writing and shall prevail to the extent of any inconsistency with any other document or agreement between the Client and Mercury Electronics.
2.3 In the event that Mercury Electronics is requested to uninstall and/or dispose of any existing security equipment, the Client warrants that no security is held over such equipment by any third party, and that the Client has the authority to request the disposal of said equipment.
2.4 The Client shall ensure that all access codes, swipe cards, passwords, radio keys and other security devices are kept secure, and provided only to those persons who reasonably require access to the alarmed premises.
2.5 The Client accepts that where Mercury Electronics is to install or relocate systems or cameras, unless Mercury Electronics is also supplying the Goods required, no warranty shall apply to the Services provided by Mercury Electronics.
2.6 The Client shall give permission that where Mercury Electronics services, installs or monitors systems, that Mercury Electronics may affix a supplier information sticker to the outside of the premises in a prominent location.
3.1 Unless otherwise limited as per clause 3.2 the Client agrees that should the Client introduce any third party to Mercury Electronics as the Client’s duly authorised representative, that once introduced that person shall have the full authority of the Client to order any Goods 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 Mercury Electronics 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 Mercury Electronics 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 Mercury Electronics for all additional costs incurred by Mercury Electronics (including Mercury Electronics’s profit margin) in providing any works, Goods, Services or variation/s requested by the Client’s duly authorised representative (subject always to the limitations imposed under clause 3.2 (if any)).
4.1 The Client shall give Mercury Electronics 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 Mercury Electronics as a result of the Client’s failure to comply with this clause.
5.1 At Mercury Electronics’s sole discretion the Price shall be either:
(a) as indicated on any invoice provided by Mercury Electronics to the Client; or
(b) the Price as at the date of delivery of the Goods according to Mercury Electronics’s current price list; or
(c) Mercury Electronics’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.
5.2 Mercury Electronics 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, poor weather conditions, limitations to accessing the site, safety considerations, prerequisite work by any third party not being completed, change of design, hidden pipes and wiring in walls etc) which are only discovered on commencement of the Services; or
(d) in the event of increases to Mercury Electronics in the cost of labour or materials which are beyond Mercury Electronics’s control.
5.3 At Mercury Electronics’s sole discretion a deposit may be required.
5.4 Time for payment for the Goods being of the essence, the Price will be payable by the Client on the date/s determined by Mercury Electronics, which may be:
(a) on delivery of the Goods;
(b) by way of instalments/progress payments in accordance with Mercury Electronics’s payment schedule;
(c) for certain approved Clients, due twenty (20) days following the end of the month in which a statement is posted to the Client’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 Client by Mercury Electronics.
5.5 Payment may be made by cheque, bank cheque, electronic/on-line banking, or by any other method as agreed to between the Client and Mercury Electronics.
5.6 Unless otherwise stated the Price does not include GST. In addition to the Price the Client must pay to Mercury Electronics an amount equal to any GST Mercury Electronics must pay for any supply by Mercury Electronics under this or any other agreement for the sale of the Goods. The Client must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Client pays the Price. In addition the Client must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.
6.1 Subject to clause 6.2 it is Mercury Electronics’s responsibility to ensure that the Services start as soon as it is reasonably possible.
6.2 The Services commencement date will be put back and the completion date extended by whatever time is reasonable in the event that Mercury Electronics claims an extension of time (by giving the Client written notice) where completion is delayed by an event beyond Mercury Electronics’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 Mercury Electronics that the site is ready.
6.3 At Mercury Electronics’s sole discretion the cost of delivery is either included in the Price or is in addition to the Price.
6.4 The Client must take delivery by receipt or collection of the Goods whenever they are tendered for delivery. In the event that the Client is unable to take delivery of the Goods as arranged then Mercury Electronics shall be entitled to charge a reasonable fee for redelivery and/or storage.
6.5 Mercury Electronics 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.
6.6 The Client shall take delivery of the Goods tendered notwithstanding that the quantity so delivered shall be either greater or lesser than the quantity purchased provided that:
(a) such discrepancy in quantity shall not exceed five percent (5%); and
(b) the Price shall be adjusted pro rata to the discrepancy.
6.7 Any time or date given by Mercury Electronics to the Client is an estimate only. The Client must still accept delivery of the Goods even if late and Mercury Electronics will not be liable for any loss or damage incurred by the Client as a result of the delivery being late.
7.1 If Mercury Electronics retains ownership of the Goods under clause 10 then:
(a) where Mercury Electronics is supplying Goods only, all risk for the Goods shall immediately pass to the Client on delivery and the Client must insure the Goods on or before delivery. Delivery of the Goods shall be deemed to have taken place immediately at the time that the Goods are delivered by Mercury Electronics or Mercury Electronics’s nominated carrier to the Client’s nominated delivery address (even if the Client is not present at the address).
(b) where Mercury Electronics is to both supply and install Goods then Mercury Electronics shall maintain a contract works insurance policy until the Services are completed. Upon completion of the Services all risk for the Services shall immediately pass to the Client.
7.2 If the Client requests Mercury Electronics to leave Goods outside Mercury Electronics’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.
7.3 The Client warrants that any structures to which the Goods are to be affixed are 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 Mercury Electronics, its employees or Mercury Electronics’s reasonably form the opinion that the Client’s premises is not safe for the installation of Goods to proceed then Mercury Electronics shall be entitled to delay installation of the Goods (in accordance with the provisions of clause 6.2 above) until Mercury Electronics is satisfied that it is safe for the installation to proceed.
7.4 In the event that Mercury Electronics discovers asbestos/hazardous materials whilst undertaking any Services Mercury Electronics shall immediately advise the Client of the same and shall be entitled to suspend the Services pending a risk assessment in relation to those materials. The Client shall be liable for all additional costs (howsoever arising) incurred by Mercury Electronics as a result of the discovery of asbestos/hazardous materials and/or any suspension of Services in relation thereto.
7.5 The Client acknowledges that Mercury Electronics is only responsible for parts that are replaced by Mercury Electronics and that in the event that other parts/Goods, subsequently fail, the Client agrees to indemnify Mercury Electronics against any loss or damage to the Goods, or caused by the Goods, or any part thereof howsoever arising.
7.6 Where the Client has supplied materials for Mercury Electronics to complete the Services, the Client acknowledges that he accepts responsibility for the suitability of purpose, quality and any faults inherent in the materials. Mercury Electronics shall not be responsible for any defects in the Services, any loss or damage to the Goods (or any part thereof), howsoever arising from the use of materials supplied by the Client.
7.7 The Client accepts that electronic security systems, smoke, heat and like detectors installed to / at their premises:
(a) are for monitoring and detection purposes and should not be seen as a life saving device; and
(b) does not guarantee the site will be free from malicious damage or losses caused by attack, break and/or enter.
7.8 It shall be the Client’s responsibility:
(a) to ensure the security system equipment is tested and maintained to full operational condition; and
(b) for all phone calls emanating from the security system panel; and
(c) to ensure all electronically protected areas are free from obstacles which may impair the operation of the system.
8.1 The Client shall ensure that Mercury Electronics has clear and free access to the work site at all times to enable them to undertake the Services. Mercury Electronics 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 Mercury Electronics.
9.1 Mercury Electronics 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, Mercury Electronics accepts no responsibility for any loss, damages, or costs however resulting from these inaccurate plans, specifications or other information.
10.1 Mercury Electronics and the Client agree that ownership of the Goods shall not pass until:
(a) the Client has paid Mercury Electronics all amounts owing to Mercury Electronics; and
(b) the Client has met all of its other obligations to Mercury Electronics.
10.2 Receipt by Mercury Electronics 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 Mercury Electronics on request.
(b) the Client holds the benefit of the Client’s insurance of the Goods on trust for Mercury Electronics and must pay to Mercury Electronics the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed.
(c) the Client must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market value. If the Client sells, disposes or parts with possession of the Goods then the Client must hold the proceeds of any such act on trust for Mercury Electronics and must pay or deliver the proceeds to Mercury Electronics 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 Mercury Electronics and must sell, dispose of or return the resulting product to Mercury Electronics as it so directs.
(e) the Client irrevocably authorises Mercury Electronics to enter any premises where Mercury Electronics believes the Goods are kept and recover possession of the Goods.
(f) Mercury Electronics 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 Mercury Electronics.
(h) Mercury Electronics may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Client.
11.1 Upon assenting to these terms and conditions in writing 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 previously supplied by Mercury Electronics to the Client (if any) and all Goods that will be supplied in the future by Mercury Electronics 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 Mercury Electronics may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register;
(b) indemnify, and upon demand reimburse, Mercury Electronics 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 a financing change statement or a change demand without the prior written consent of Mercury Electronics; and
(d) immediately advise Mercury Electronics 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 Mercury Electronics 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 Mercury Electronics, 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 Mercury Electronics under clauses 11.1 to 11.5.
12.1 In consideration of Mercury Electronics 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 Mercury Electronics from and against all Mercury Electronics’s costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising Mercury Electronics’s rights under this clause.
12.3 The Client irrevocably appoints Mercury Electronics and each director of Mercury Electronics 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.
13.1 The Client hereby disclaims any right to rescind, or cancel any contract with Mercury Electronics or to sue for damages or to claim restitution arising out of any inadvertent misrepresentation made to the Client by Mercury Electronics and the Client acknowledges that the Goods are bought relying solely upon the Client’s skill and judgment.
14.1 The Client shall inspect the Goods on delivery and shall within seven (7) days of delivery (time being of the essence) notify Mercury Electronics of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Client shall afford Mercury Electronics 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 Mercury Electronics has agreed in writing that the Client is entitled to reject, Mercury Electronics’s liability is limited to either (at Mercury Electronics’s discretion) replacing the Goods or repairing the Goods.
15.1 Returns will only be accepted provided that:
(a) the Client has complied with the provisions of clause 14.1; and
(b) Mercury Electronics has agreed in writing to accept the return of the Goods; and
(c) the Goods are returned at the Client’s cost within three (3) days of the delivery date; and
(d) Mercury Electronics will not be liable for Goods which have not been stored or used in a proper manner; and
(e) 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.
15.2 Mercury Electronics may (in its discretion) accept the return of Goods for credit but this may incur a handling fee of twenty-five percent (25%) of the value of the returned Goods plus any freight provided the Goods have not been installed.
15.3 Non-stocklist items, installed or modified Goods or Goods made to the Client’s specifications are under no circumstances acceptable for credit or return.
16.1 For Goods not manufactured by Mercury Electronics, the warranty shall be the current warranty provided by the manufacturer of the Goods. Mercury Electronics 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.
16.2 The conditions applicable to the warranty given on Goods supplied by Mercury Electronics are contained on the “Warranty Card” that will be supplied with the Goods.
16.3 In the case of second hand Goods, the Client 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 Mercury Electronics as to the quality or suitability for any purpose and any implied warranty, statutory or otherwise, is expressly excluded. Mercury Electronics shall not be responsible for any loss or damage to the Goods, or caused by the Goods, or any part thereof however arising.
17.1 If the Client is acquiring Goods for the purposes of a trade or business, the Client acknowledges that the provisions of the Consumer Guarantees Act 1993 do not apply to the supply of Goods by Mercury Electronics to the Client.
18.1 Where Mercury Electronics has designed, drawn or developed Goods for the Client, then the copyright in any designs and drawings and documents shall remain the property of Mercury Electronics.
18.2 The Client warrants that all designs, specifications or instructions given to Mercury Electronics will not cause Mercury Electronics to infringe any patent, registered design or trademark in the execution of the Client’s order and the Client agrees to indemnify Mercury Electronics against any action taken by a third party against Mercury Electronics in respect of any such infringement.
18.3 The Client agrees that Mercury Electronics may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs, drawings or Goods which Mercury Electronics has created for the Client.
19.1 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 Mercury Electronics’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
19.2 If the Client owes Mercury Electronics any money the Client shall indemnify Mercury Electronics from and against all costs and disbursements incurred by Mercury Electronics in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, Mercury Electronics’s collection agency costs, and bank dishonour fees).
19.3 Without prejudice to any other remedies Mercury Electronics may have, if at any time the Client is in breach of any obligation (including those relating to payment) under these terms and conditions Mercury Electronics may suspend or terminate the supply of Goods or Services to the Client (including, but not limited to, remotely disabling the system). Mercury Electronics will not be liable to the Client for any loss or damage the Client suffers because Mercury Electronics has exercised its rights under this clause.
19.4 Without prejudice to Mercury Electronics’s other remedies at law Mercury Electronics shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to Mercury Electronics shall, whether or not due for payment, become immediately payable if:
(a) any money payable to Mercury Electronics becomes overdue, or in Mercury Electronics’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.
20.1 Mercury Electronics 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 Mercury Electronics shall repay to the Client any money paid by the Client for the Goods. Mercury Electronics shall not be liable for any loss or damage whatsoever arising from such cancellation.
20.2 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 Mercury Electronics as a direct result of the cancellation (including, but not limited to, any loss of profits).
20.3 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.
21.1 The Client authorises Mercury Electronics or Mercury Electronics’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 Mercury Electronics from the Client directly or obtained by Mercury Electronics 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.
21.2 Where the Client is an individual the authorities under clause 21.1 are authorities or consents for the purposes of the Privacy Act 1993.
21.3 The Client shall have the right to request Mercury Electronics for a copy of the information about the Client retained by Mercury Electronics and the right to request Mercury Electronics to correct any incorrect information about the Client held by Mercury Electronics.
22.1 Where the Client has left any item with Mercury Electronics for repair, modification, exchange or for Mercury Electronics to perform any other service in relation to the item and Mercury Electronics has not received or been tendered the whole of any monies owing to it by the Client, Mercury Electronics shall have, until all monies owing to Mercury Electronics 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.
22.2 The lien of Mercury Electronics shall continue despite the commencement of proceedings, or judgment for any monies owing to Mercury Electronics having been obtained against the Client.
23.1 All disputes and differences between the Client and Mercury Electronics 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.
24.1 The Client and Mercury Electronics 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.
24.2 The Client shall obtain (at the expense of the Client) all licenses and approvals that may be required for the Services.
24.3 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.
25.1 The Client hereby expressly acknowledges that:
(a) Mercury Electronics 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 Mercury Electronics by a particular date; and
(iv) Mercury Electronics has given written notice to the Client of its intention to suspend the carrying out of construction work under the construction contract.
(b) if Mercury Electronics 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 Mercury Electronics exercises the right to suspend work, the exercise of that right does not:
(i) affect any rights that would otherwise have been available to Mercury Electronics 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 Mercury Electronics suspending work under this provision.
26.1 The failure by Mercury Electronics to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect Mercury Electronics’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.
26.2 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.
26.3 Mercury Electronics 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 Mercury Electronics of these terms and conditions (alternatively Mercury Electronics’s liability shall be limited to damages which under no circumstances shall exceed the Price of the Goods).
26.4 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 Mercury Electronics nor to withhold payment of any invoice because part of that invoice is in dispute.
26.5 Mercury Electronics may license or sub-contract all or any part of its rights and obligations without the Client’s consent.
26.6 The Client agrees that Mercury Electronics may amend these terms and conditions at any time. If Mercury Electronics makes a change to these terms and conditions, then that change will take effect from the date on which Mercury Electronics notifies the Client of such change. The Client will be taken to have accepted such changes if the Client makes a further request for Mercury Electronics to provide Goods to the Client.
26.7 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.
26.8 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.
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