Terms & Conditions-Repairs

IN CONSIDERATION OF Pipli Pty Ltd t/as Pipli Automotive Solutions &/or Truck & Bus Repairs ACN 624 488 517 ABN 35 624 488 517 (hereinafter referred to as “PAS”) providing commercial credit facilities to the party completing the application (hereinafter referred to as “the Customer”) annexed to these conditions:

1. The Customer acknowledges and agrees that the following applies to and forms part of any contract for the supply of Goods and/or Services by PAS and that these General Terms and Conditions take precedence over any terms and conditions which may be contained in any document provided by the Customer. Any request from the Customer to PAS for the supply of Goods and/or Services shall constitute acceptance of these general terms and conditions.
2. The Customer acknowledges that where the Customer consists of more than one party or entity, liability shall be joint and several.
3. These terms and conditions, including any Credit Limits set by PAS, are effective from the date of acceptance by the Customer and may be amended or superseded from time to time by notice given by PAS by any means. Unless or except specifically excluded herein, PAS and the Customer retain any rights and remedies available to them in any prior or pre-existing agreement.
4. “Goods” and/or “Collateral” shall mean all goods and/or services supplied by PAS to the Customer, or ordered by the Customer but not yet supplied, and includes goods and/or services described on any quotation, invoice, purchase order or any other document including any recommendations and advice and over which PAS may intend to register a Security Interest. “Price” shall mean the cost of the Goods as referred to in PAS’s price lists, prepared quotes & / or specific arrangements and shall be subject to change from time to time without notice.

1. 1. Privacy

   1. 1.1 The Customer agrees for PAS to obtain from a credit reporting body (CRB) a credit report containing personal credit information (e.g. name, address, D.O.B, occupation, previous credit applications, credit history) about the Customer in relation to credit provided by PAS.
   2. 1.2The Customer agrees that PAS may exchange information about the Customer with those credit providers and with related parties for the following purposes:
   1. to assess an application by the Customer; and/or
   2. to notify other credit providers of a default by the Customer; and/or
   3. to exchange information with other credit providers as to the status of this credit account, where the Customer is in default with other credit providers; and/or
   4. to assess the creditworthiness of the Customer including the Customer’s repayment history in the preceding two (2) years.
   3. 1.3 The Customer consents to PAS being given a consumer credit report to collect overdue payments on commercial credit.
   4. 1.4 The Customer agrees that personal credit information provided may be used and retained by PAS for the following purposes:
   1. the provision of Works; and/or
   2. analyzing, verifying and/or checking the Customer’s credit, payment and/or status in relation to the provision of Works; and/or
   3. processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Customer; and/or
   4. enabling the collection of amounts outstanding in relation to the Works.
   5. 1.5 PAS may give information about the Customer to a CRB for the following purposes:
   1. to obtain a consumer credit report;
   2. allow the CRB to create or maintain a credit information file about the Customer including credit history.
   6. 1.6 The information given to the CRB may include:
   1. personal information as outlined in 1.1 above;
   2. name of the credit provider and that PAS is a current credit provider to the Customer;
   3. whether the credit provider is a licensee;
   4. type of consumer credit;
   5. details concerning the Customer’s application for credit or commercial credit (e.g. creation &/or closing date of the credit account and the amount requested);
   6. the advice of consumer credit defaults, overdue accounts, loan repayments or outstanding monies which are overdue by more than sixty (60) days and for which written notice for the request of payment has been made and debt recovery action commenced or alternatively that the Customer no longer has any overdue accounts and PAS has been paid or otherwise discharged and all details surrounding that discharge(e.g. dates of payments);
   7. information that, in the opinion of PAS, the Customer has committed a serious credit infringement;
   8. the advice that the amount of the Customer’s overdue payment is equal to or more than one hundred and fifty dollars ($150).
   7. 1.7 The Customer shall have the right to request (by e-mail) from PAS:
   1. a copy of the information about the Customer retained by PAS and the right to request that PAS correct any incorrect information; and
   2. that PAS does not disclose any personal information about the Customer for the purpose of direct marketing.
   8. 1.8 PAS will destroy personal information upon the Customer’s request (by e-mail) or if it is no longer required unless it is required in order to fulfil the obligations of this contract or is required to be maintained and/or stored in accordance with the law.
   9. 1.9 The Customer can make a privacy complaint by contacting PAS via e-mail. PAS will respond to that complaint within seven (7) days of receipt and will take all reasonable steps to make a decision as to the complaint within thirty (30) days of receipt of the complaint. In the event that the Customer is not satisfied with the resolution provided, the Customer can make a complaint to the Information Commissioner at

2. 2. Personal Property Securities Act (2009)

   1. 2.1 In this clause financing statement, financing change statement, security agreement, and security interest have the meaning given to them by the PPSA.
   2. 2.2 Upon assenting to these terms and conditions in writing the Customer acknowledges and agrees that these terms and conditions constitute a security agreement for the purposes of the PPSA and create a security interest in all Materials and/or collateral (account) – being a monetary obligation of the Customer to PAS for Works – that have previously been supplied and that will be supplied in the future by PAS to the Customer.
   3. 2.3 Customer undertakes to:
   1. promptly sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which PAS may reasonably require to:
   1. register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities Register;
   2. register any other document required to be registered by the PPSA; or
   3. correct a defect in a statement referred to in clause 2.3(a)(i) or 2.3(a)(ii);
   2. indemnify, and upon demand reimburse, PAS for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register established by the PPSA or releasing any Materials charged thereby;
   3. not register a financing change statement in respect of a security interest without the prior written consent of PAS;
   4. not register, or permit to be registered, a financing statement or a financing change statement in relation to the Materials and/or collateral (account) in favour of a third party without the prior written consent of PAS;
   5. immediately advise PAS of any material change in its business practices of selling the Materials which would result in a change in the nature of proceeds derived from such sales.
   4. 2.4 PAS and the Customer agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these terms and conditions.
   5. 2.5The Customer hereby waives its rights to receive notices under sections 95, 118, 121(4), 130, 132(3) (d) and 132(4) of the PPSA.
   6. 2.6The Customer waives its rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.
   7. 2.7Unless otherwise agreed to in writing by PAS, the Customer waives its right to receive a verification statement in accordance with section 157 of the PPSA.
   8. 2.8The Customer shall unconditionally ratify any actions taken by PAS under clauses 2.3 to 2.5.
   9. 2.9Subject to any express provisions to the contrary (including those contained in this clause 1) nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the PPSA

3. 3. Price and Payment

   1. 3.1PAS's sole discretion the Price shall be either:
   1. as indicated on invoices provided by PAS to the Customer in respect of Works performed; or
   2. as specified on PAS’s pricelist: or
   3. PAS's quoted Price (subject to clause 3.2)shall be binding upon PAS provided that the Customer shall accept PAS's quotation in writing within twenty-one (21) days of the date of the quotation.
   2. 3.2 PAS reserves the right to change the Price:
   1. If a variation to the Services which are to be provided is requested; or
   2. if a variation to the works originally scheduled is requested; or
   3. where additional works are required due to the discovery of hidden damages which are only discovered on commencement of the Works; or
   4. In the event of increases to PAS in the cost of labour or materials which are beyond PAS's control.
   3. 3.3 Variations will be charged on the basis of PAS's quotation, and will be detailed in writing, and shown as variations on PAS's invoice. The Customer shall be required to respond to any variation submitted by PAS within ten (10) working days. Failure to do so will entitle PAS to add the cost of the variation to the Price. Payment for all variations must be made in full at the time of their completion.
   4. 3.4 Time for payment for the services provided will be payable by the Customer on the date/s determined by PAS, which may be:
   1. on completion of the services; or
   2. before the commencement of the services; or
   3. upon payment of a non-refundable deposit of up to 50%
   4. by way of progress payments on significant works as determined by PAS in accordance with PAS's specified progress payment schedule. Such progress payment claims may include the reasonable value of authorised variations and the value of any Materials delivered to the site but not yet installed; or
   5. for approved account holders only thirty (30) days following the end of the month in which a statement is posted to the Customer's address or address for notices; or
   6. the date specified on any invoice or other form as being the date for payment; or
   7. failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Customer by PAS.
   5. 3.5Payment may be made by, cash, cheque (prior approval required), bank cheque, electronic/online banking, credit card (a fee of up to 2.0% per transaction may apply), debit card or by any other method as agreed to between the Customer and PAS.
   6. 3.6The 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 PAS nor to withhold payment of any invoice because part of that invoice is in dispute.
   7. 3.7Unless otherwise stated the Price does not include GST. In addition to the Price, the Customer must pay to PAS an amount equal to any GST PAS must pay for any supply by PAS under this or any other contract for the sale of the Materials. The Customer must pay GST, without deduction or set-off of any other amounts, at the same time and on the same basis as the Customer pays the Price. In addition, the Customer must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.

4. 4. Default and Consequences of Default

   1. 4.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of 2.0% per calendar month and interest shall compound monthly at such a rate after as well as before any judgment.
   2. 4.2 If the Customer owes PAS any money the Customer shall indemnify PAS from and against all costs and disbursements incurred by PAS in recovering the debt (including but not limited to internal administration fees, collection agent commissions, legal costs on a solicitor and own Customer basis, PAS's contract fee, and bank dishonour fees).
   3. 4.3 Without prejudice to any other remedies PAS may have, if at any time the Customer is in breach of any obligation (including those relating to payment) under these terms and conditions PAS may suspend or terminate the supply of Works to the Customer. PAS will not be liable to the Customer for any loss or damage the Customer suffers because PAS has exercised its rights under this clause.
   4. 4.4 Further to any other rights or remedies PAS may have under this contract, if a Customer has made payment to PAS, 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 PAS under this clause 4 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Customer's obligations under this contract.
   5. 4.5 Without prejudice to PAS's other remedies at law PAS shall be entitled to cancel all or any part of any order of the Customer which remains unfulfilled and all amounts owing to PAS shall, whether or not due for payment, become immediately payable if:
   1. any money payable to PAS becomes overdue, or in PAS's opinion the Customer will be unable to make a payment when it falls due;
   2. the Customer has exceeded any applicable credit limit provided by PAS;
   3. the Customer becomes insolvent or bankrupt, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
   4. a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.

5. 5. Security and Charge

   1. 5.1 In consideration of PAS agreeing to supply the Materials, the Customer 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 Customer either now or in the future, to secure the performance by the Customer of its obligations under these terms and conditions (including, but not limited to, the payment of any money).
   2. 5.2 The Customer indemnifies PAS from and against all PAS's costs and disbursements including legal costs on a solicitor and own Customer basis incurred in exercising PAS's rights under this clause.
   3. 5.3 The Customer irrevocably appoints PAS and each director of PAS as the Customer's true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 5 including, but not limited to, signing any document on the Customer's behalf.

6. 6. Title

   1. 6.1 PAS and the Customer agree that ownership of all parts, repair & maintenance plans provided by PAS shall not pass until:
   1. the Customer has paid PAS all amounts owing to PAS; and
   2. the Customer has met all of its other obligations to PAS.
   2. 6.2Receipt by PAS 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.
   3. 6.3 It is further agreed that until ownership of the parts, repair & maintenance plans passes to the Customer in accordance with clause 7.1:
   1. the Customer holds the benefit of the Customer's insurance of the parts, repair & maintenance plans on trust for PAS and must pay to PAS the proceeds of any insurance in the event of the parts, repair & maintenance plans being lost, damaged or destroyed.
   2. the production of these terms and conditions by PAS shall be sufficient evidence of PAS's rights to receive the insurance proceeds directly from the insurer without the need for any person dealing with PAS to make further enquiries.
   3. the Customer must not sell, dispose, or otherwise, part with possession of the parts, repair & maintenance plans other than in the ordinary course of business and for market value. If the Customer sells, disposes or parts with possession of the parts, repair & maintenance plans then the Customer must hold the proceeds of any such act on trust for PAS and must pay or deliver the proceeds to PAS on demand.
   4. PAS may commence proceedings to recover the price of the parts, repair & maintenance plans sold notwithstanding that ownership of the parts, repair & maintenance plans has not been passed to the Customer.

7. 7. Risk

   1. 7.1 If PAS retains ownership of the parts, repair & maintenance plans under clause 6 then:
   1. where PAS is supplying parts only, all risk for the parts shall immediately pass to the Customer on delivery and the Customer must ensure the parts on or before delivery. Delivery of the parts shall be deemed to have taken place immediately at the time that either;
   1. the Customer or the Customer's nominated carrier takes possession of the parts at PAS's address; or
   2. the parts are delivered by PAS or PAS's nominated carrier to the Customer's nominated delivery address (even if the Customer is not present at the address).
   2. where PAS is to both supply and install parts then PAS shall maintain a contract works insurance policy until the works are completed. Upon completion of the Works, all risk for the Works shall immediately pass to the Customer.
   2. 7.2 Notwithstanding the provisions of clause 7.1 if the Customer specifically requests PAS to leave parts outside PAS's premises for collection or to deliver the parts to an unattended location then such parts shall always be left at the sole risk of the Customer and it shall be the Customer's responsibility to ensure the parts are insured adequately or at all. In the event that such parts are lost, damaged or destroyed then replacement of the parties shall be at the Customer's expense.
   3. 7.3 In conjunction with the provisions of clause 7.2 the Customer authorizes PAS right to claim insurance monies directly from the Customer’s insurer.
   4. 7.4 The plans, specifications and other information provided by the Customer to PAS are accurate. The Customer acknowledges and agrees that in the event that any plans, specifications or information provided by the Customer are inaccurate:
   1. PAS accepts no responsibility or liability for any loss, damages, or costs however resulting from these inaccurate plans, specifications or other information;
   2. PAS is entitled to suspend or terminate the supply of parts or works to the Customer if there is a material change to the scope of works as a result of inaccurate plans, specifications or other information;
   3. the Customer shall be liable for PAS's costs of de-mobilisation or re-mobilisation of any plant, equipment or staff to or from the site, upon the re-commencement of the works at the site, if applicable; and
   4. PAS will not be liable to the Customer for any loss or damage the Customer suffers because PAS has exercised its rights under this clause.
   5. 7.5 PAS shall not be liable whatsoever for any loss or damage to the works (including, but not limited to, painted surfaces) that are caused by any other tradesmen.
   6. 7.6 Where the Customer has supplied materials for PAS to complete the works, the Customer acknowledges and accepts responsibility for the suitability of purpose, quality and any faults inherent in the materials. PAS shall not be responsible for any defects in the materials, any loss or damage to the works (or any part thereof), or howsoever arising from the use of materials supplied by the Customer.
   7. 7.7The Customer acknowledges that parts supplied may:
   1. Reduce in volume, fade or change colour over time; and
   2. expand, contract or distort as a result of exposure to heat, cold, weather; and
   3. mark or stain if exposed to certain substances; and
   4. be damaged or disfigured by impact or scratching; and
   5. show variations of texture and surface finish. PAS accepts no liability whatsoever:
   1. where such samples differ from the finished works supplied; or
   2. for any loss, damages or costs howsoever arising resulting from any difference to texture &/or surface finish between parts provided from original.

8. 8. Delivery

   1. 8.1 Delivery Time or date provided by PAS is an estimate only and PAS shall not be liable for any loss or damage, including consequential loss or damage, arising from delay in delivery or failure to complete works, either whole or in part, due to circumstances beyond its control.

9. 9. Cancellation

   1. 9.1 PAS may cancel any contract to which these terms and conditions apply or cancel delivery of Works at any time before the Works are commenced by giving written notice to the Customer. On giving such notice PAS shall repay to the Customer any sums paid in respect of the Price, less any amounts owing by the Customer to PAS for Works already performed. PAS shall not be liable for any loss or damage whatsoever arising from such cancellation.
   2. 9.2 In the event that the Customer cancels the delivery of Works the Customer shall be liable for any and all loss incurred (whether direct or indirect) by PAS as a direct result of the cancellation (including, but not limited to, any loss of profits).
   3. 9.3 Cancellation of orders for products made to the Customer's specifications, or for non-stocklist items, will definitely not be accepted once production has commenced, or an order has been placed.

10. 10. Intellectual Property

    1. 10.1 The Customer agrees and acknowledges that all property rights to Plans created by PAS remain with PAS unless otherwise specifically authorized in writing by PAS.
    2. 10.2 The Customer warrants that all designs, specifications or instructions given to PAS will not cause PAS to infringe any patent, registered design or trademark in the execution of the Customer's order and the Customer agrees to indemnify PAS against any action taken by a third party against PAS in respect of any such infringement.
    3. 10.3 The Customer agrees that PAS may (at no cost) be used for the purposes of marketing or entry into any competition, any documents, designs, drawings, plans or products which PAS has created for the Customer.

11. 11. Jurisdiction

    1. 11.1This Agreement shall be construed in accordance with laws of the State of South Australia and, where applicable the Commonwealth of Australia and the Customer submit to the non-exclusive jurisdiction of the Adelaide courts in South Australia.
    2. 11.2 PAS shall have exclusive right to nominate the Court in which any legal action is to be commenced and conducted.

12. 12. Acceptance

    1. 12.1The Customer is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Customer places an order for or accepts delivery of any Works.
    2. 12.2These 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 contract between the Customer and PAS.
    3. 12.3 Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 9 of the Electronic Transactions Act 2000 or any other applicable provisions of that Act or any Regulations referred to in that Act.

13. 13. Errors and Omissions

    1. 13.1The Customer acknowledges and agrees that PAS shall, without prejudice, accept no liability in respect of any alleged or actual error(s) and/or omission(s):
    1. resulting from an inadvertent mistake made by PAS in the formation and/or administration of this contract; and/or
    2. contained in/omitted from any literature (hard copy and/or electronic) supplied by PAS in respect of the Works.
    2. 13.2In the event such an error and/or omission occurs in accordance with clause 3.1, and is not attributable to the negligence and/or wilful misconduct of PAS; the Customer shall not be entitled to treat this contract as repudiated nor render it invalid.

14. 14. Change in Control

    1. 14.1The Customer shall give PAS 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 PAS as a result of the Customer's failure to comply with this clause.

15. 15. Provision of the Works

    1. 15.1Subject to clause 15.2 it is PAS's responsibility to ensure that the Works start as soon as it is reasonably possible
    2. 15.2The Works' commencement date will be put back and/or the completion date extended by whatever time is reasonable in the event that PAS claims an extension of time, by written notice, where completion is delayed by an event beyond PAS's control, including but not limited to any failure by the Customer to:
    1. make a selection; or
    2. have the site ready for the Works; or
    3. notify PAS that the site is ready.
    3. 15.3At PAS's sole discretion, the cost of delivery is included in the price.
    4. 15.4Any time specified by PAS for delivery of the Works is an estimate only and PAS will not be liable for any loss or damage incurred by the Customer as a result of delivery being late. However, both parties agree that they shall make every endeavour to enable the Works to be supplied at the time and place as was arranged between both parties. In the event that PAS is unable to supply the Works as agreed solely due to any action or inaction of the Customer, then PAS shall be entitled to charge a reasonable fee for re-supplying the Works at a later time and date, and/or for storage of the Materials.

16. 16. Customer Responsibilities

    1. 16.1 It is the intention of PAS and agreed by the Customer that it is the responsibility of the Customer to provide and have erected scaffolding to enable the Works to be undertaken (where in PAS's opinion it is deemed necessary). It is also agreed that all scaffolding erected will comply with industry safety standards and that any person erecting the scaffolding shall be suitably qualified to ensure its safe and proper erection and where necessary shall hold a current certificate of competency and/or be fully licensed.
    2. 16.2The Customer agrees to remove any furniture, furnishings or personal goods from the vicinity of the Works and agrees that PAS shall not be liable for any damage caused to those items through the Customer's failure to comply with this clause.

17. 17. Access

    1. 17.1The Customer shall ensure that PAS has clear and free access to the site at all times to enable them to undertake the Works. PAS 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 PAS.

18. 18. Compliance with Laws

    1. 18.1The Customer and PAS shall comply with the provisions of all statutes, regulations and laws of government, local and other public authorities that may be applicable to the Works, including, but not limited to, applicable Building Codes.
    2. 18.2The Customer shall obtain (at the expense of the Customer) all licenses and approvals that may be required for the Works.
    3. 18.3The Customer agrees that the site will comply with any work health and safety (WHS) laws relating to building/construction sites and any other relevant safety standards or legislation.

19. 19. Service of Notices

    1. 19.1Any written notice given under this contract shall be deemed to have been given and received:
    1. by handing the notice to the other party, in person;
    2. by leaving it at the address of the other party as stated in this contract;
    3. by sending it by registered post to the address of the other party as stated in this contract;
    4. 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;
    5. if sent by email to the other party's last known email address.
    2. 19.2Any notice that is posted shall be deemed to have been served, unless the contrary is shown, at the time when by the ordinary course of post, the notice would have been delivered.

20. 20. Trusts

    1. 20.1If the Customer at any time upon or subsequent to entering into the contract is acting in the capacity of trustee of any trust ("Trust") then whether or not PAS may have notice of the Trust, the Customer covenants with PAS as follows:
    1. the contract extends to all rights of indemnity which the Customer now or subsequently may have against the Trust and the trust fund;
    2. the Customer has full and complete power and authority under the Trust to enter into the contract and the provisions of the Trust do not purport to exclude or take away the right of indemnity of the Customer against the Trust or the trust fund. The Customer will not release the right of indemnity or commit any breach of trust or be a party to any other action which might prejudice that right of indemnity.
    3. the Customer will not without consent in writing of PAS (PAS will not unreasonably withhold consent), cause, permit, or suffer to happen any of the following events;
    1. the removal, replacement or retirement of the Customer as trustee of the Trust;
    2. any alteration to or variation of the terms of the Trust;
    3. any advancement or distribution of capital of the Trust; or
    4. any resettlement of the trust property.

21. 21. Force Majeure

    1. 21.1Neither 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 events beyond the reasonable control of either party.

22. 22. General

    1. 22.1The 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.
    2. 22.2Subject to clause 16, PAS 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 PAS of these terms and conditions (alternatively PAS's liability shall be limited to damages which under no circumstances shall exceed the Price of the Works).
    3. 22.3PAS may licence and/or assign all or any part of its rights and/or obligations under this contract without the Customer's consent.
    4. 22.4 The Customer cannot licence or assign without the written approval of PAS.
    5. 22.5PAS may elect to subcontract out any part of the Works but shall not be relieved from any liability or obligation under this contract by so doing. Furthermore, the Customer accepts that they have no authority to give any instruction to any of PAS's sub-contractors without the authority of PAS.
    6. 22.6The Customer agrees that PAS 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 PAS to provide Works to the Customer.
    7. 22.7Both parties warrant that they have the power to enter into this contract and have obtained all necessary authorisations to allow them to do so, they are not insolvent and that this contract creates binding and valid legal obligations on them.
    8. 22.8PAS shall have public liability insurance of at least $5m. It is the Customer’s responsibility to ensure they are similarly insured.