Terms and Conditions

	Terms & Conditions
	GENERAL TERMS AND CONDITIONS OF TRADE (05/05 – Hybrid) To the fullest extent legally permissible all dealings b etween the Customer and Marsh Dairy Products Pty Ltd A.C.N. 005 086 288 (and/or any related and/or associated companies, trusts and/or other entities and/or any successors and/or assigns) whether trading as “Marsh's” and or otherwise [“Marsh's”] relating to any goods and/or any services [the “goods” and/or the “services"] are subject to the following terms and conditions [“these Terms”] unless otherwise expressly agreed in writing: 1. Payment a) Payment shall be made by cash, cheque, bank cheque or EFTPOS, without deduction and within the credit period stipulated in each invoice. b) The Customer otherwise agrees to pay an administration fee of 2% of each amount paid as the liquidated processing cost. 2 . Interest shall be charged on overdue accounts at the Penalty Interest Rates Act 1983 (Vic) rate plus 2%. 3. Property : a) Property in goods shall not pass until payment in full of all monies owed by the Customer. b) Marsh's reserves the right to take possession and dispose of goods as it sees fit at any time until full payment. The Customer grants permission to Marsh's to enter any property where any goods are stored and with such force as is necessary. c) Immediately upon delivery the Customer accepts liability for the safe custody of goods and agrees to indemnify Marsh's for any losses relating thereto. d) Upon sale or disposition of any goods prior to full payment the Customer agrees to deposit all proceeds in a separate bank account, agrees not to mix proceeds with any other monies and shall forthwith account to Marsh's notwithstanding that Marsh's may have granted any credit facility and/or time to pay. e) Until payment in full the Customer agrees: (i) to keep all goods unpaid for as fiduciary for Marsh's and to store all goods in a manner which shows Marsh's as owner; (ii) only to sell goods in the usual course of its business on condition that the Customer holds all proceeds in trust for Marsh's; and (iii) that sale on terms, for less than cost or to any related entity of the Customer shall not be “in the usual course”. f) Without derogating from any rights of Marsh's as a creditor of the Customer or arising under these Terms if goods are used in any manufacturing, fabrication and/or other process [“the Process”] which results in an entitlement of the Customer to receive money from any other person the Customer agrees to hold such part of any monies received by the Customer (or the corresponding book debt owed to the Customer in respect of those monies) as is equivalent to the value of any goods used in the Process as invoiced to the Customer by Marsh's UPON TRUST for Marsh's until payment in full for those goods and all monies owed to Marsh's. g ) Nothing in this clause is intended to create a charge and this clause shall be read down to the extent necessary to avoid creating any charge. h) The Customer agrees that a certificate purporting to be signed by an officer of Marsh's identifying goods as “unpaid for” shall be conclusive evidence that they have not been paid for and that property in and ownership of those goods remains with Marsh's. 4. Limitation of Liability: a) The Customer agrees to limit any claim to the cost of replacement of goods or supply of equivalent goods and/or services. b) Marsh's shall not be liable in any way for: (i) any claim, loss or expense arising which is made after 7 days from the date of delivery of goods and/or services (or at all once goods have been unpacked, on-sold or otherwise used or applied) – after which there shall be deemed to have been unqualified acceptance; (ii) any contingent, consequential, direct or indirect, special or punitive damages arising in any way and whether due to the negligence of Marsh's or otherwise; (iii) any claim relating to any alleged fault or defect in any way caused or contributed to by the Customer and/or any third party. c) No other term, condition, agreement, warranty, representation or understanding whatsoever whether express or implied, in any way extending to, otherwise relating to or binding upon Marsh's other than these Terms is made or given. 5. Cancellations and Returns: The Customer agrees: a) not to cancel any order placed without prior approval from Marsh's; b) not to return goods without prior approval from Marsh's and if goods are not in brand new and unused condition with undamaged packaging and if 1 week or more has passed since delivery; c) that Marsh's may take back goods in saleable condition on such terms as Marsh's considers to be reasonable; d) to pay to Marsh's on request a restocking fee of 15% of the gross invoice value of all returns; e) not to return goods without first providing to Marsh's an original invoice as proof of purchase; f) not to return any goods which have been custom made, custom processed or custom acquired; g) Marsh's does not give cash refunds. 6. Quotations: The Customer agrees that: a) quotations must be in writing; b) Marsh's shall not be bound by any quotation if an order is not placed within 14 days from the date of quotation; c) Marsh's may prior to receipt of any order amend any quotation and notify the Customer accordingly without ramification; d) Marsh's shall not be bound by any quotation if it forms the view that the subject matter of the quotation is to form part of a larger transaction or series of transactions with the Customer and if Marsh's also forms the view that those circumstances have substantially and/or materially changed; e) the Customer shall pay any additional charges which Marsh's levies for holding any goods referred to in any quotation pending placement of an order. 7. Placement of Orders: The Customer agrees that: a) if any dispute arises concerning any order (and including any question of identity or authority or any phone, fax or computer generated order) the internal records of Marsh's shall be conclusive evidence of what was ordered; b) each order the Customer places shall be and be deemed to be a representation by it made at the time that it is solvent and able to pay all of its debts as and when they fall due; c) failure to pay Marsh's in accordance with these Terms shall be and be deemed to be conclusive evidence that the Customer had no reasonable grounds for making the representation referred to in sub-clause 7.b) hereof and that the representations were unconscionable, misleading and deceptive; d) when any order is placed the Customer shall inform Marsh's of any material facts which would or might reasonably affect the commercial decision by Marsh's to accept the order and/or grant credit in relation thereto and any failure to do so by or on behalf of the Customer shall create and be deemed to create an inequality of bargaining position, shall constitute and be deemed to constitute the taking of an unfair advantage of Marsh's and to be unconscionable, misleading and deceptive. 8. Supply and Delivery: a) Marsh's may supply by instalments and/or withhold or cancel supply where: (i) Marsh's has insufficient goods to fulfil orders; (ii) goods are not available to supply; (iii) the Customer is in breach of these Terms; and/or (iv) Marsh's considers it appropriate whether because of any minimum invoice policy or otherwise. b) The Customer agrees that: (i) Marsh's accepts no responsibility or duty for delivery but may elect to arrange delivery at its discretion and without any liability and at the cost and responsibility of the Customer in all things; (ii) Marsh's reserves the right to charge for any delivery; (iii) the Customer shall be deemed to have accepted delivery and liability for the goods immediately upon Marsh's notifying the Customer that any goods are ready for collection or upon Marsh's delivering any goods to a carrier or to the business premises of the Customer or site whether attended or not; (iv) a certificate purporting to be signed by an officer of Marsh's confirming delivery shall be conclusive evidence of delivery as shall any signed delivery docket; (v) Marsh's shall not be liable for delay, failure or inability to deliver any goods; and (vi) once the Customer is notified goods are ready for collection or delivery the Customer agrees to pay all costs of Marsh's in holding those goods for the Customer. c) The Customer agrees (i) to pay for so much of any forward order as is from time to time invoiced by Marsh's; (ii) that no delay or failure to fulfil any part of any order shall entitle the Customer to cancel or vary any order or delay or reduce any payment; (iii) to pay for any demurrage or other costs and expenses in handling and/or holding any goods after they are ready for delivery. 9. Purchase Price: a) In the absence of a binding quotation all sales are made by Marsh's at its ruling price at the time of delivery. b) All government imposts (including any GST or equivalent) will be to the account of the Customer. c) The price lists of Marsh's shall be deemed to exclude government imposts (including any GST or equivalent) unless Marsh's otherwise directs. 10. Variations: Any variation or cancellation of these Terms or any order must be approved by Marsh's in writing. 11. Exclusions: a) No dealing between Marsh's and the Customer shall be or be deemed to be a sale by sample. b) If Marsh's publishes material concerning its goods, its services and/or its prices anything so published which is incompatible with these Terms is unless otherwise stated expressly excluded. c) The Customer shall rely on its own knowledge and expertise in selecting any goods and/or services for any purpose and any advice or assistance given for or on behalf of Marsh's shall be accepted at the risk of the Customer and shall not be or be deemed to be given as expert or adviser nor to have been relied on by the Customer or anyone claiming through the Customer. d) All goods are sold subject to all applicable trading terms, warranties and representations of the manufacturer. e) Marsh's shall not be liable nor responsible for any failure to comply with any requirements of the Customer or any other person (whether relating to manufacture, design, fabrication, installation and/or any other particular intended use of any goods and/or services and/or otherwise). f) Marsh's disclaims any responsibility or liability whatsoever relating to any goods and/or services: (i) made or performed to designs, drawings, specifications and/or procedures etc. and/or with materials which are provided and/or approved (whether fully or in part) by or on behalf of the Customer; (ii) utilised, stored, handled and/or maintained incorrectly or inappropriately; and/or (iii) manufactured and/or supplied by any other party. g) The Customer agrees to: (i) check all goods for compliance with all relevant, applicable standards, regulations and/or guidelines before use, on-sale or application; and (ii) comply with all applicable standards, regulations and/or guidelines; with all recommendations and/or directions made and/or given by Marsh's and/or by any manufacturer; and (iii) act in accordance with good practice at all times. 12. Default: a) Upon any default or breach of these Terms by the Customer Marsh's may inter alia retain all monies paid and/or cease further deliveries and/or provision of services and recover from the Customer all lost profits and/or at its discretion take immediate possession of any goods not paid for without prejudice to any other rights and without being liable in any way to any party. b) The Customer agrees not to commence or continue or permit to be commenced or continued through it any suit or action against Marsh's while the Customer is in default under any part of these Terms or in any of its dealings with Marsh's. c) The Customer agrees to indemnify Marsh's for all costs and expenses incurred by Marsh's and by all solicitors, mercantile agents and other parties acting on behalf of Marsh's in respect of anything instituted or being considered against the Customer whether for debt, possession of any goods or otherwise (including all legal costs on an indemnity basis). d) Marsh's may apply any payment in reduction of recovery costs and/or expenses, interest and/or part or all of any principal debt in such order of priority as Marsh's deems to be appropriate in the exercise by Marsh's of its absolute and unfettered discretion. e) The Customer irrevocably authorises the payment directly to Marsh's of any debt due to the Customer by any debtor of the Customer in reduction of any amount due to Marsh's under these Terms or otherwise. 13. Indemnity: The Customer indemnifies Marsh's against any claim or loss arising from or related in any way to any dealing between Marsh's and the Customer or anything arising therefrom or arising as a result of any breach of these Terms. 14. Intellectual Property: The Customer agrees that all tooling, material, industrial and/or intellectual property employed in the preparation for sale or production of any goods and/or services shall be and remain the property of Marsh's notwithstanding any contribution by the Customer relating thereto. 15. Other Terms and Conditions: No terms and conditions sought to be imposed by the Customer upon Marsh's shall apply. 16. Customer Restructure: The Customer shall notify Marsh's in writing of any change in its structure or management including any change in director, shareholder or management or change in partnership or trusteeship within 7 days of any such change. Until such notice is received by Marsh's the Customer guarantees the performance of all obligations passing to any third party and indemnifies Marsh's against all loss. 17. Jurisdiction: The Customer agrees that all dealings with Marsh's shall be governed by the law applicable in the State nominated by Marsh's (or in the absence of any nomination – Victoria ) and the Customer agrees to submit to the jurisdiction of the appropriate Court nominated by Marsh's in the capital city of that State. 18. Credit Limit: Any credit facility or credit limit is an indication only of the intention of Marsh's at the time. Marsh's may vary or withdraw credit at any time at its discretion and without any liability to the Customer or any other party. 19. Waiver: An election by Marsh's not to exercise any of its rights arising as a result of any breach of these Terms shall not constitute a waiver of any rights of Marsh's relating to any subsequent or other breach. 20. Notice: The Customer agrees that it shall be deemed to have notice of any change to these Terms immediately any change is adopted by Marsh's and whether or not the Customer has actual notice. The Customer shall be deemed to be bound by any terms and conditions of trade which may be adopted by Marsh's immediately any change is adopted and notwithstanding any other purported or pre-existing terms and conditions which might otherwise have applied. 21. Security For Payment: The Customer hereby grants to Marsh's a general lien over all property of the Customer until payment in full of all monies owing to Marsh's. 22. Force Majeur: Marsh's shall not be in default or in breach of any contract with the Customer as a result of Force Majeur. Force Majeur means beyond the reasonable control of Marsh's and includes any strike or lock-out. 23. Insolvency: a) If the Customer commits or is involved in any act of insolvency the Customer shall be deemed to be in default under these Terms. b) An act of insolvency is deemed to include bankruptcy, liquidation, receivership, administration or the like. 24. Severability: Any part of these Terms being the whole or part of any clause(s) shall be capable of severance without affecting any other part of these Terms.

Terms & Conditions

GENERAL TERMS AND CONDITIONS OF TRADE (05/05 – Hybrid)

To the fullest extent legally permissible all dealings b etween the Customer and Marsh Dairy Products Pty Ltd A.C.N. 005 086 288 (and/or any related and/or associated companies, trusts and/or other entities and/or any successors and/or assigns) whether trading as “Marsh's” and or otherwise [“Marsh's”] relating to any goods and/or any services [the “goods” and/or the “services"] are subject to the following terms and conditions [“these Terms”] unless otherwise expressly agreed in writing:

1. Payment a) Payment shall be made by cash, cheque, bank cheque or EFTPOS, without deduction and within the credit period stipulated in each invoice. b) The Customer otherwise agrees to pay an administration fee of 2% of each amount paid as the liquidated processing cost.

2 . Interest shall be charged on overdue accounts at the Penalty Interest Rates Act 1983 (Vic) rate plus 2%.

3. Property : a) Property in goods shall not pass until payment in full of all monies owed by the Customer. b) Marsh's reserves the right to take possession and dispose of goods as it sees fit at any time until full payment. The Customer grants permission to Marsh's to enter any property where any goods are stored and with such force as is necessary. c) Immediately upon delivery the Customer accepts liability for the safe custody of goods and agrees to indemnify Marsh's for any losses relating thereto. d) Upon sale or disposition of any goods prior to full payment the Customer agrees to deposit all proceeds in a separate bank account, agrees not to mix proceeds with any other monies and shall forthwith account to Marsh's notwithstanding that Marsh's may have granted any credit facility and/or time to pay. e) Until payment in full the Customer agrees: (i) to keep all goods unpaid for as fiduciary for Marsh's and to store all goods in a manner which shows Marsh's as owner; (ii) only to sell goods in the usual course of its business on condition that the Customer holds all proceeds in trust for Marsh's; and (iii) that sale on terms, for less than cost or to any related entity of the Customer shall not be “in the usual course”. f) Without derogating from any rights of Marsh's as a creditor of the Customer or arising under these Terms if goods are used in any manufacturing, fabrication and/or other process [“the Process”] which results in an entitlement of the Customer to receive money from any other person the Customer agrees to hold such part of any monies received by the Customer (or the corresponding book debt owed to the Customer in respect of those monies) as is equivalent to the value of any goods used in the Process as invoiced to the Customer by Marsh's UPON TRUST for Marsh's until payment in full for those goods and all monies owed to Marsh's. g ) Nothing in this clause is intended to create a charge and this clause shall be read down to the extent necessary to avoid creating any charge. h) The Customer agrees that a certificate purporting to be signed by an officer of Marsh's identifying goods as “unpaid for” shall be conclusive evidence that they have not been paid for and that property in and ownership of those goods remains with Marsh's.

4. Limitation of Liability: a) The Customer agrees to limit any claim to the cost of replacement of goods or supply of equivalent goods and/or services. b) Marsh's shall not be liable in any way for: (i) any claim, loss or expense arising which is made after 7 days from the date of delivery of goods and/or services (or at all once goods have been unpacked, on-sold or otherwise used or applied) – after which there shall be deemed to have been unqualified acceptance; (ii) any contingent, consequential, direct or indirect, special or punitive damages arising in any way and whether due to the negligence of Marsh's or otherwise; (iii) any claim relating to any alleged fault or defect in any way caused or contributed to by the Customer and/or any third party. c) No other term, condition, agreement, warranty, representation or understanding whatsoever whether express or implied, in any way extending to, otherwise relating to or binding upon Marsh's other than these Terms is made or given.

5. Cancellations and Returns: The Customer agrees: a) not to cancel any order placed without prior approval from Marsh's; b) not to return goods without prior approval from Marsh's and if goods are not in brand new and unused condition with undamaged packaging and if 1 week or more has passed since delivery; c) that Marsh's may take back goods in saleable condition on such terms as Marsh's considers to be reasonable; d) to pay to Marsh's on request a restocking fee of 15% of the gross invoice value of all returns; e) not to return goods without first providing to Marsh's an original invoice as proof of purchase; f) not to return any goods which have been custom made, custom processed or custom acquired; g) Marsh's does not give cash refunds.

6. Quotations: The Customer agrees that: a) quotations must be in writing; b) Marsh's shall not be bound by any quotation if an order is not placed within 14 days from the date of quotation; c) Marsh's may prior to receipt of any order amend any quotation and notify the Customer accordingly without ramification; d) Marsh's shall not be bound by any quotation if it forms the view that the subject matter of the quotation is to form part of a larger transaction or series of transactions with the Customer and if Marsh's also forms the view that those circumstances have substantially and/or materially changed;
e) the Customer shall pay any additional charges which Marsh's levies for holding any goods referred to in any quotation pending placement of an order.

7. Placement of Orders: The Customer agrees that: a) if any dispute arises concerning any order (and including any question of identity or authority or any phone, fax or computer generated order) the internal records of Marsh's shall be conclusive evidence of what was ordered; b) each order the Customer places shall be and be deemed to be a representation by it made at the time that it is solvent and able to pay all of its debts as and when they fall due; c) failure to pay Marsh's in accordance with these Terms shall be and be deemed to be conclusive evidence that the Customer had no reasonable grounds for making the representation referred to in sub-clause 7.b) hereof and that the representations were unconscionable, misleading and deceptive; d) when any order is placed the Customer shall inform Marsh's of any material facts which would or might reasonably affect the commercial decision by Marsh's to accept the order and/or grant credit in relation thereto and any failure to do so by or on behalf of the Customer shall create and be deemed to create an inequality of bargaining position, shall constitute and be deemed to constitute the taking of an unfair advantage of Marsh's and to be unconscionable, misleading and deceptive.

8. Supply and Delivery: a) Marsh's may supply by instalments and/or withhold or cancel supply where: (i) Marsh's has insufficient goods to fulfil orders; (ii) goods are not available to supply; (iii) the Customer is in breach of these Terms; and/or (iv) Marsh's considers it appropriate whether because of any minimum invoice policy or otherwise.
b) The Customer agrees that: (i) Marsh's accepts no responsibility or duty for delivery but may elect to arrange delivery at its discretion and without any liability and at the cost and responsibility of the Customer in all things; (ii) Marsh's reserves the right to charge for any delivery; (iii) the Customer shall be deemed to have accepted delivery and liability for the goods immediately upon Marsh's notifying the Customer that any goods are ready for collection or upon Marsh's delivering any goods to a carrier or to the business premises of the Customer or site whether attended or not; (iv) a certificate purporting to be signed by an officer of Marsh's confirming delivery shall be conclusive evidence of delivery as shall any signed delivery docket; (v) Marsh's shall not be liable for delay, failure or inability to deliver any goods; and (vi) once the Customer is notified goods are ready for collection or delivery the Customer agrees to pay all costs of Marsh's in holding those goods for the Customer. c) The Customer agrees (i) to pay for so much of any forward order as is from time to time invoiced by Marsh's; (ii) that no delay or failure to fulfil any part of any order shall entitle the Customer to cancel or vary any order or delay or reduce any payment; (iii) to pay for any demurrage or other costs and expenses in handling and/or holding any goods after they are ready for delivery.

9. Purchase Price: a) In the absence of a binding quotation all sales are made by Marsh's at its ruling price at the time of delivery. b) All government imposts (including any GST or equivalent) will be to the account of the Customer. c) The price lists of Marsh's shall be deemed to exclude government imposts (including any GST or equivalent) unless Marsh's otherwise directs.

10. Variations: Any variation or cancellation of these Terms or any order must be approved by Marsh's in writing.

11. Exclusions: a) No dealing between Marsh's and the Customer shall be or be deemed to be a sale by sample. b) If Marsh's publishes material concerning its goods, its services and/or its prices anything so published which is incompatible with these Terms is unless otherwise stated expressly excluded. c) The Customer shall rely on its own knowledge and expertise in selecting any goods and/or services for any purpose and any advice or assistance given for or on behalf of Marsh's shall be accepted at the risk of the Customer and shall not be or be deemed to be given as expert or adviser nor to have been relied on by the Customer or anyone claiming through the Customer. d) All goods are sold subject to all applicable trading terms, warranties and representations of the manufacturer. e) Marsh's shall not be liable nor responsible for any failure to comply with any requirements of the Customer or any other person (whether relating to manufacture, design, fabrication, installation and/or any other particular intended use of any goods and/or services and/or otherwise). f) Marsh's disclaims any responsibility or liability whatsoever relating to any goods and/or services: (i) made or performed to designs, drawings, specifications and/or procedures etc. and/or with materials which are provided and/or approved (whether fully or in part) by or on behalf of the Customer; (ii) utilised, stored, handled and/or maintained incorrectly or inappropriately; and/or (iii) manufactured and/or supplied by any other party. g) The Customer agrees to: (i) check all goods for compliance with all relevant, applicable standards, regulations and/or guidelines before use, on-sale or application; and (ii) comply with all applicable standards, regulations and/or guidelines; with all recommendations and/or directions made and/or given by Marsh's and/or by any manufacturer; and (iii) act in accordance with good practice at all times.

12. Default: a) Upon any default or breach of these Terms by the Customer Marsh's may inter alia retain all monies paid and/or cease further deliveries and/or provision of services and recover from the Customer all lost profits and/or at its discretion take immediate possession of any goods not paid for without prejudice to any other rights and without being liable in any way to any party. b) The Customer agrees not to commence or continue or permit to be commenced or continued through it any suit or action against Marsh's while the Customer is in default under any part of these Terms or in any of its dealings with Marsh's. c) The Customer agrees to indemnify Marsh's for all costs and expenses incurred by Marsh's and by all solicitors, mercantile agents and other parties acting on behalf of Marsh's in respect of anything instituted or being considered against the Customer whether for debt, possession of any goods or otherwise (including all legal costs on an indemnity basis). d) Marsh's may apply any payment in reduction of recovery costs and/or expenses, interest and/or part or all of any principal debt in such order of priority as Marsh's deems to be appropriate in the exercise by Marsh's of its absolute and unfettered discretion. e) The Customer irrevocably authorises the payment directly to Marsh's of any debt due to the Customer by any debtor of the Customer in reduction of any amount due to Marsh's under these Terms or otherwise.

13. Indemnity: The Customer indemnifies Marsh's against any claim or loss arising from or related in any way to any dealing between Marsh's and the Customer or anything arising therefrom or arising as a result of any breach of these Terms.

14. Intellectual Property: The Customer agrees that all tooling, material, industrial and/or intellectual property employed in the preparation for sale or production of any goods and/or services shall be and remain the property of Marsh's notwithstanding any contribution by the Customer relating thereto.

15. Other Terms and Conditions: No terms and conditions sought to be imposed by the Customer upon Marsh's shall apply.

16. Customer Restructure: The Customer shall notify Marsh's in writing of any change in its structure or management including any change in director, shareholder or management or change in partnership or trusteeship within 7 days of any such change. Until such notice is received by Marsh's the Customer guarantees the performance of all obligations passing to any third party and indemnifies Marsh's against all loss.

17. Jurisdiction: The Customer agrees that all dealings with Marsh's shall be governed by the law applicable in the State nominated by Marsh's (or in the absence of any nomination – Victoria ) and the Customer agrees to submit to the jurisdiction of the appropriate Court nominated by Marsh's in the capital city of that State.

18. Credit Limit: Any credit facility or credit limit is an indication only of the intention of Marsh's at the time. Marsh's may vary or withdraw credit at any time at its discretion and without any liability to the Customer or any other party.

19. Waiver: An election by Marsh's not to exercise any of its rights arising as a result of any breach of these Terms shall not constitute a waiver of any rights of Marsh's relating to any subsequent or other breach.

20. Notice: The Customer agrees that it shall be deemed to have notice of any change to these Terms immediately any change is adopted by Marsh's and whether or not the Customer has actual notice. The Customer shall be deemed to be bound by any terms and conditions of trade which may be adopted by Marsh's immediately any change is adopted and notwithstanding any other purported or pre-existing terms and conditions which might otherwise have applied.

21. Security For Payment: The Customer hereby grants to Marsh's a general lien over all property of the Customer until payment in full of all monies owing to Marsh's.

22. Force Majeur: Marsh's shall not be in default or in breach of any contract with the Customer as a result of Force Majeur. Force Majeur means beyond the reasonable control of Marsh's and includes any strike or lock-out.

23. Insolvency: a) If the Customer commits or is involved in any act of insolvency the Customer shall be deemed to be in default under these Terms. b) An act of insolvency is deemed to include bankruptcy, liquidation, receivership, administration or the like.

24. Severability: Any part of these Terms being the whole or part of any clause(s) shall be capable of severance without affecting any other part of these Terms.