1. DEFINITIONS In this Agreement:
“Agreement” means these Terms & Conditions, Waste Information Sheet, and the Service Schedule:
- (a) as varied by RBS from time to time; and
- (b) if applicable, renewed pursuant to clause 4.
“Arranged Collection Area” means the area for which your Waste Receptacle is to be collected by RBS on a date for collection as specified in the Service Schedule.
“Business Day” means a day that is not a Saturday, a Sunday or a public holiday in the place concerned.
“Cleaning” means the washing of equipment.
“Commencement” means the nominated commencement date of the Services.
“Customer” means a person, firm or corporation (jointly and severally if more than one), obtaining the Services, including that named as such in the Schedule.
“Eligible Material” means the material identified as acceptable to be placed in a bin for collection with a green tick as set out in the Waste Information Sheet. Any material not noted on the Waste Information Sheet is to be interpreted as not being material acceptable to be place in a waste receptacle.
“Equipment” means waste collection bins placed by RBS on the Customer’s Premises or any other premises required by the Customer from time to time and under the Service Schedule.
“Expiry” means:
(a) the nominated end date of the Services; or
(b) if this Agreement is renewed pursuant to clause 3.3, the end of the further Term.
“Fee” means any nominated amount, rate, price, charge and/or fee for the provision of the Services, as varied in accordance with this Agreement. Fees are exclusive of GST (unless otherwise stated).
“Fees” means the total of all amounts payable under this Agreement, which total has been:
(a) calculated by multiplying the sum of each of the nominated Services supplied by the relevant Fees; and (b) adjusted by any additions or deductions made pursuant to this Agreement.
“Garbage” means any material identified as acceptable garbage material in the Waste Information Sheet.
“GST” has the meaning in A New Tax System (Goods and Services Tax) Act 1999 (Cth).
“Interest Rate” means a rate which is 2% greater than the average cash rate published on the relevant date.
“Recyclable Waste” means any reusable recyclable material identified as acceptable recyclable material in the Waste Information Sheet.
“RBS” means Rural Bin Services.
“Notification Period” means the period of not more than 30 days and not less than 10 days before Expiry.
“Parties” means the Customer and RBS.
“Premises” means the nominated service address of the Customer.
“nominated” means as specified in the Schedule.
“Services” means RBS’s provision of Equipment and the collection and disposal of Waste under this Agreement and as specified in the Service Schedule.
“Service Schedule” means the document titled ‘Service Schedule’ which sets out the basis of the residential bin service to be provided to you under this Agreement.
“Special Waste” means any, volatile, liquid, flammable, explosive, toxic, prescribed, clinical and sharps, hazardous or dangerous goods or substances including asbestos, or any other goods or substances excluded from Waste by RBS’s written notice to the Customer.
“Waste” means the waste placed into a Waste Receptacle.
“Waste Receptacle” means a receptacle, bin or waste collection apparatus provided by RBS or supplied by the Customer, for the collection of Garbage or Recyclable Material, in accordance with this Agreement.
“Waste Information Sheet” means the document included in the Welcome Pack which shows the material acceptable to be placed in a waste receptacle for collection with a green tick. Any material not noted on the Waste Information Sheet is to be interpreted as not being material acceptable to be place in a waste receptacle.
“Welcome Pack” means the document pack provided to you by RBS after your request for service including:
a. Welcome Letter;
b. Waste Information Sheet;
c. Service Schedule; and
d. these Terms and Conditions.
2. INTERPRETATION
2.1.In the interpretation of this Agreement, unless the context otherwise requires:
- (a) headings are for convenience only and do not affect the interpretation of this agreement;
- (b) the singular includes the plural and vice versa;
- (c) words that are gender neutral or gender specific include each gender;
- (d) where a word or expression is given a particular meaning, other parts of speech and grammatical forms ofthat word or expression have corresponding meanings;
- (e) a reference to a clause, paragraph, schedule or attachment is to a clause, paragraph, schedule or attachment of this Agreement;
- (f) a party consists of more than one person, this Agreement binds them jointly and each of them severally;
- (g) when the day on which something must be done is not a Business Day, that thing must be done on the following Business Day;
- (h) this Agreement binds in addition to the parties, their respective legal personal representatives and successors
3. OFFER AND ACCEPTANCE
3.1.The provision of the Welcome Pack is an offer by RBS to you for the Services.
3.2.This offer may be accepted and the Agreement formed, by the Customer paying to RBS the first invoice issued under this Agreement.
3.3.Until the offer is accepted, no agreement shall have been formed and no obligation of RBS to the Customer shall exist. 3.4.An offer to provide services shall remain open for acceptance for a period of 14 days, upon which it will expire.
4. INITIAL TERM AND AUTOMATIC RENEWAL
4.1.The term of this Agreement is the period from Commencement until the nominated end date of the Services listed in the Schedule attached to this Agreement (“Initial Term”).
4.2.If one party notifies the other party in writing during the Notification Period that it does not wish to renew this Agreement, then this Agreement will end on the Expiry.
4.3.If notice is not given pursuant to clause 4.2, this Agreement will automatically renew on the same terms (including this automatic renewal clause) for a period of the same duration as the Initial Term (“Further Term”).
4.4.Notwithstanding that either party may not have notified the other during the Notification Period that they do not wish to renew the Agreement, the Customer may, after the renewal of this Agreement for a Further Term, within 14 days of the renewal for the Further Term, terminate the agreement by providing written notice to RBS that the Customer does not want the further term.
5. SERVICES
5.1.RBS will perform the Services for the Customer in consideration for payment of the Fees on the terms as set out in this Agreement.
5.2.The Services will be performed by RBS on the days for collection as indicated in the Service Schedule and during such hours as determined by RBS in its sole discretion from time to time.
5.3.RBS may vary the days upon which the Services are to be performed in its sole and absolute discretion and will provide notice to the Customer if the days for provision of the Services changes.
5.4.RBS will continue to provide the Services to the Customer unless this Agreement expires, is terminated, or is suspended, in accordance with the terms of this Agreement.
5.5.In relation to the provision of the Service, the Customer promises:
5.5.1. To ensure that the Waste Receptacle is located in the Arranged Collection Area the night before the date for collection of when the Service is to be provided as set out in the Service Schedule;
5.5.2. To ensure that RBS is able to access the Arranged Collection Area completely and uninterrupted to enable the Services to be performed and for RBS to attend to the Equipment;
5.5.3.To only place Eligible Material in the Waste Receptacle for collection and to use their best endeavours ensure that Eligible Material is placed into the appropriate Waste Receptacle as follows:
5.5.3.1.Recyclable Waste is only placed into a Waste Receptacle provided or supplied for the purposes of collecting Recyclable Waste;
5.5.3.2.Garbage or general waste is only placed into a Waste Receptacle provided or supplied for the purposes of collecting garbage and general waste.
5.5.4.That the ground surfaces traversed by any vehicles of RBS in order to perform the Services or attend to the Equipment are of suitable construction to prevent damage thereto or to RBS’s vehicle;
5.5.5. To not use any mechanical means to compact Waste;
5.5.6. To not alter or amend any Equipment without RBS’ prior consent; 5.5.7. To not allow any person to be inside the Equipment at any time.
5.6.RBS reserves the right, in its absolute and sole discretion, to not supply Services to the Customer in the event that direct access to the Premises is affected due to weather, damage to any access road, and forecasted severe weather (ie. Snow, heavy rain, icy road conditions). RBS shall not be required to return and provide the Service until the next scheduled date for Service.
5.7.In the event that direct access to the Premises is affected due to weather, damage to any access road, and forecasted severe weather (ie. Snow, heavy rain, icy road conditions) but the Premises remains accessible via an alternative route, RBS shall notify the Customer and the Customer may elect RBS not to collect for that collection date and not be charged any Fees for that collection or for RBS to provide the Services via the alternative route.
5.8.In the event that the Customer elects for RBS to provide the Services via the alternative route, the Customer agrees that RBS may charge additional fees for travel and mileage in addition to the Fees.
5.9.In the event that access to the Arranged Collection Area is not possible on a day scheduled for Service, RBS may require the Customer to relocate any Waste Receptacle for the day of service and shall notify the Customer of such and the Customer agrees to relocate the Waste Receptacle to another collection area and acknowledges that this is reasonable.
6. FEES
6.1.The Customer agrees to pay the Fees for the provision of the Services by RBS as set out in the Service Schedule, without set off or deduction.
6.2.The Customer agrees that in the event that the Services are unable to be performed on any given date for collection as a result of the Waste Receptacle not being in the Arranged Collection Area or because RBS is unable to access the Arranged Collection Area, the Customer must still pay any Fees for the Services for that collection.
6.3.The Customer agrees that unless notice of any absence of the Customer is provided as set out in clause 10 of this Agreement, RBS shall still attend to perform the Service and the Customer shall remain liable and agrees to pay RBS for the Services.
6.4.RBS may, acting reasonably, increase the Fees payable under this Agreement: 6.4.1. on 28 days’ written notice to the Customer to reflect:
6.4.1.1.increased operation or administration costs for RBS;
6.4.1.2.increased costs to RBS for a reason beyond its control, such as, but not limited to, increases in disposal fees, cost of fuel or consumables, levies, taxes or other charges imposed by a relevant authority or the introduction of, or change in, any law, by-law or regulation at any level of government; and/or
6.4.1.3.a change in the Consumer Price Index (but not more than once in a year).
6.5.On receiving a written notice pursuant to clause 6.4.1, the Customer may elect to terminate the Agreement, in writing, with 30 days notice to RBS.
7. PAYMENT OF FEES
7.1.RBS will provide the Customer with a tax invoice for that portion of the Fees referable to those Services supplied by RBS in advance of performance of the Service, plus GST (together ‘the Invoiced Amount’).
7.2. The Customer must pay RBS the Invoiced Amount in full by the due date stated on the tax invoice issue for the portion of the Fees prior to the Services being provided.
7.3.The Customer must pay RBS the Fees in form of:
7.3.1.Direct Debit, monthly in advance of scheduled services via GoCardless system, with a 7 day payment term; or
7.3.2. Business account, agreed to and approved by RBS, with a 21 day payment term.
7.4.If RBS have not received payment of the Invoiced Amount as cleared funds from the Customer by 5:00pm on the due date, then in addition and without prejudice to any rights or remedies available to RBS:
- 7.4.1. the Customer will be immediately liable to pay a charge of $5.50 or default interest on the Invoiced Amount for the period from the due date to the date of payment calculated at the Interest Rate, whichever is greater, as a debt due and payable by the Customer to RBS;
- 7.4.2. suspend or terminate any Services under this Agreement; and
- 7.4.3. the Customer will be liable for all costs, including legal costs on a full indemnity basis, reasonably incurred by RBS in connection with any debt recovery, legal proceedings and/or other action taken by RBS to enforce payment.
7.5.The Customer agrees that RBS may charge the Customer a $10.00 administration fee for each time any direct debit payment is dishonoured.
7.6.The Customer agrees that RBS may charge a transaction fee of 0.1% for the payment of any Fees.
8. EARLY TERMINATION BY CUSTOMER
8.1.In consideration of the fees chargeable by RBS under clause 8.2, notwithstanding the Term of this Agreement, the Customer may terminate this Agreement prior to the expiry of the Term.
8.2.If the Customer terminates this Agreement prior to the expiry of the Term, the Customer must pay to RBS:
8.2.1.If the Customer terminates the Agreement within the first 6 months of the Term, or any Further Term: 80% of the balance of fees that RBS would have charged to the Customer if the Agreement had been performed to its Expiry and a fee for collection of any supplied Waste Receptacle; and
8.2.2. If the Customer terminates the Agreement within the last 6 months of the Term, or any Further Term: 50% of the balance of fees that RBS would have charged to the Customer if the Agreement had been performed to its Expiry and a fee for collection of any supplied Waste Receptacle.
8.3.The Customer agrees that the fees payable by the Customer in clause 8.2 are reasonable.
9. TERMINATION AND SUSPENSION FOR BREACH
9.1. RBS may immediately suspend any or all Services if the Customer fails to pay an Invoiced Amount by the due date.
9.2.RBS may immediately terminate this Agreement should any Invoiced Amount remain unpaid for a period of more than 30 days.
9.3.On termination under clause 9.1, RBS may, in addition and without prejudice to any other rights or remedies available to it, recover from the Customer:
9.3.1. all amounts owing to RBS and not paid by the Customer up to the date of termination;
9.3.2. the balance of the fees payable under the Agreement to the Expiry;
9.3.3. reasonable legal costs incurred by RBS on an indemnity basis;
9.3.4.default interest calculated at the Interest Rate from the date of termination until the date of payment by theCustomer of the total of all amounts recoverable under clause 9.3.; and
9.3.5. collect the Equipment.
10. CUSTOMER HOLIDAYS OR ABSENCE DUE TO MEDICAL REASONS
10.1.If the Customer does not require RBS waste collection services for a period of time because they are going on holidays or will be absent from the Premises due to illness or injury personally or within the Customer’s family, then the Customer must give RBS written notice, at least 14 days prior to the start of that period, that RBS services will not be required.
10.2.If notification is given in accordance with clause 10.1 above, then the Customer will not be liable to pay any Fees relating to the period of time that waste collection services are not required. For the avoidance of doubt, any outstanding Fees not relating to the period of time that waste collection services are not required remain due and payable in accordance with these terms and conditions.
10.3.If notification is not given in accordance with clause 8.1 above, then the Customer will remain liable to pay all Fees despite any period of absence from the Premises.
10.4.The customer acknowledges and agrees, at the request of RBS, to return the equipment or make the equipment available to RBS to collect from the Premises if the period of absence from the Premises extends beyond 31 days.
11. RBS HOLIDAYS OR ABSENCE
11.1.If RBS suspend their waste collection services for a period of time because of holiday shutdowns, then the Customer will be given written notice, at least 14 days prior to the start of that period, that its services will be temporarily suspended.
11.2.The Customer will not be liable to pay any Fees relating to the period of time that waste collection services are temporarily suspended. For the avoidance of doubt, any outstanding Fees not relating to the period of time that waste collection services are not required remain due and payable in accordance with these terms and conditions.
12. EQUIPMENT
12.1.The Equipment remains the property of RBS at all times.
12.2.From the time of delivery of the Equipment to the Premises until the Equipment is collected by RBS, the Customer must, at its expense:
12.2.1.maintain the Equipment in a clean and sanitary condition;
12.2.2.comply with any laws governing the storage of waste; and
12.2.3.notify RBS promptly if the Equipment is damaged, is in a dangerous condition or requires repair or replacement.
12.3.The Customer is responsible for any damage, theft, loss or destruction of the Equipment while on the Premises or in its possession or control, excepting normal wear and tear. In particular, in the event that one or more of the following waste collection bins are stolen, lost, destroyed or damaged to the extent that they are unusable, and not returned to RBS at the end of the service agreement, the Customer will be liable to pay the corresponding charge:
12.3.1.120 Litre bin full replacement – $80.00 ex GST 12.3.2.240 Litre bin full replacement – $110.00 ex GST 12.3.3.360 Litre bin full replacement – $140.00 ex GST 12.3.4.660 Litre bin full replacement – $660.00 ex GST 12.3.5.1100 Litre bin full replacement – $870.00 ex GST
12.4.TheCustomermustplacetheEquipmentatthefrontofthePremises(orata locationonthePremisesagreed between the parties) in order to enable RBS to access the Equipment and provide the Services. If the Equipment is inaccessible, or access to the Premises is inaccessible, RBS are not required to perform the Service.
12.5.By agreement between the parties, the Customer may supply their own garbage receptacle for the purposes of this Agreement. If the Customer provided their own receptacle:
12.5.1.RBS are not responsible for any damage caused to that receptacle in the performance of the Service unless caused by negligence of RBS;
12.5.2.RBS are not responsible for any costs associated with the repair or replacement of the receptacle; and
12.5.3.if the receptacle requires replacement, the Customer agrees to RBS replacing the receptacle with Equipment provided by RBS in accordance with this Agreement.
12.6.The Customer must not:
12.6.1.remove the Equipment from the premises to which it was delivered without the prior consent of RBS;
12.6.2.use the Equipment for purposes other than depositing and storing Waste for collection and disposal by RBS;
12.6.3.deposit any waste in the Equipment other than the Waste specified in this Agreement;
12.6.4.in any way damage or deface the Equipment or remove, obscure, deface nor cover up any labels or identifying marks on the Equipment;
12.6.5.write on the Equipment;
12.6.6.overfill the Equipment with Waste or place Waste beside or on top of the Equipment; or 12.6.7.use the Equipment for any purpose other than in accordance with this Agreement.
12.7.The customer is liable, at the end of the service agreement, or upon return of the Equipment, to pay the corresponding disposal and cleaning charge as follows:
12.7.1.waste disposal fees as per the bin collection rate at the time of end of service. 12.7.2.Collection of Equipment fees of from $55.00 ex GST;
12.7.3.cleaning fees;
12.7.3.1. 120 Litre bin cleaning – $10.00 ex GST
12.7.3.2. 240 Litre bin cleaning – $10.00 ex GST
12.7.3.3. 360 Litre bin cleaning – $15.00 ex GST
12.7.3.4. 660 Litre bin cleaning – $25.00 ex GST
12.7.3.5. 1100 Litre bin cleaning – $25.00 ex GST
13. WASTE MATERIAL AND TITLE
13.1.RBS may agree to provide Services for Special Waste if the Customer fully and completely discloses the type and amount of Special Waste. If RBS do agree, the obligations of the Customer under this Agreement in respect of Waste also apply to Special Waste.
13.2.Title to all Waste vests in RBS on deposit in the Equipment.
13.3.Title to all Special Waste, and liability for risk in all Special Waste, remain with the Customer unless otherwise agreed in writing by RBS.
13.4.RBS will dispose of Waste and, if applicable, Special Waste, lawfully at licensed facilities.
13.5.The Customer must accept return, at the Customer’s expense, of any Special Waste.
13.6.RBS may agree to provide Services for Recyclable Waste. If RBS do agree, the obligations of the Customer under this Agreement in respect of Waste also apply to Recyclable Waste.
13.7.If the Service includes Recyclable Waste, the Customer will be provided with the required Equipment and relevant information as to the sorting procedures that the Customer will need to adhere.
13.8.The Customer acknowledges and agrees that if the Recyclable Waste is not sorted in accordance with the sorting procedures prior to the Service being completed, RBS may:
13.8.1.refuse to collect the Recyclable Waste until the correct sorting procedures have been followed by the Customer; or
13.8.2.charge a surcharge to the Customer for the separation of the Recyclable Waste to ensure acceptance of the Recyclable Waste at the relevant waste management facilities.
13.8.3.dispose of the Recyclable Waste material into general landfill if found to be contaminated due to the correct sorting procedures not having been followed by the Customer.
14. INDEMNITY
14.1. The Customer indemnifies RBS (except to the extent loss or damage is caused by its negligence or misconduct of RBS)
against any loss or damage arising under or in connection with: 14.1.1.breach by the Customer of:
14.1.1.1. any warranty or other term of this Agreement;
14.1.1.2. any duty of care owed to RBS whilst on the Premises; and/or 14.1.1.3. any law or regulation;
14.1.2.injury or death to persons, loss or damage to property or the environment caused by or in connection with use, storage or operation of the Equipment by the Customer; and
14.1.3.damage to or loss of any Equipment while in the possession or control of the Customer or on the Premises.
15. CUSTOMER WARRANTIES
15.1.The Customer warrants that, and undertakes to continue to ensure that:
15.1.1.there is adequate access and safe passage at all times to the Arranged Collection Area;
15.1.2.the access to the Arranged Collection Area is clear at all times, and RBS are able to access this location with a clear turn around for vehicular access;
15.1.3.there are no overhead services or trees at any location on the Premises which will inhibit access to the Equipment; and
15.1.4.there are no septic trenches, underground services or other underground assets at any location on the Premises over which we may need to access or may foreseeably drive over with RBS vehicles.
15.2.The Customer must notify RBS immediately if there are any relevant changes to anything that is the subject of a warranty in clause 13.1 above.
15.3.The Customer agrees that if there are any breaches of clause 13.1 above, such that RBS are unable to perform the Services or attend to the Equipment, RBS are entitled to charge the Customer the relevant fees.
16. EXCLUSIONS AND LIMITATIONS
16.1.Except as expressly stated in this Agreement, any term, condition or warranty express or implied by statute or otherwise in relation to the Services and/or this Agreement is excluded to the full extent permitted by law.
16.2.Nothing in this Agreement excludes, restricts or modifies the application of the Competition and Consumer Act 2010 (Cth), as amended, consolidated, supplemented or replaced.
16.3.To the full extent permitted by law, RBS’s liability arising under or in connection with this Agreement is limited at RBS’s option to the re-supply of Services or payment of the cost of re-supplying Services by a third party.
16.4.To the full extent permitted by law, RBS are not liable for:
16.4.1.any indirect or consequential losses, expenses, loss of turnover, profits, business or goodwill or any liability to any other party suffered by the Customer or any third party, however caused; or
16.4.2.any loss or damage suffered by the Customer where RBS fail to meet any nominated times or cancels or suspends the supply of the Services.
17. FORCE MAJEURE
17.1.If RBS are prevented or delayed in performing any of its obligations under this Agreement or that performance is rendered uneconomic because of any event beyond its control (“Force Majeure Circumstance”):
17.1.1.RBS will not be in default under this Agreement or liable for any loss, cost, expense and/or damage suffered by the Customer for that reason; and
17.1.2.the performance of its obligations under this Agreement will be suspended for the period of delay or prevention due to the Force Majeure Circumstance.
17.2.If RBS’s performance of the Agreement is prevented or delayed due to a Force Majeure Circumstance for a continuous period exceeding three (3) months, then either party may terminate this Agreement by providing written notice to the other.
17.3.For the sake of clarity, a “Force Majeure Circumstance” includes, but is not limited to, inclement weather (including heavy rain, thunderstorms and snow), mechanical breakdown, staff illness, natural disaster, emergency, closure of a tip or recycling centre typically used by RBS, one of its vehicles being damaged or vandalised, the owner of the Premises withdrawing their consent for RBS to access or be on the Premises, and contamination of one of its vehicles.
17.4.Should any Waste be removed from the Equipment due to a Force Majeure Circumstance, the clean up of, and removal of this Waste will not be the responsibility of RBS.
18. NOTICES
18.1.A notice required or permitted to be given under this Agreement shall be in writing, addressed to the party to whom it is to be given, and shall be deemed to have been effected:
18.1.1.when delivered personally, upon delivery to the relevant address listed below if delivered before 5:00pm on any business day;
18.1.2.on the third business day after mailing by registered post to the relevant address listed below;
18.1.3.when sent by email or facsimile to the relevant address specified below and upon the receipt by the sending party of written confirmation by the receiving party;
18.1.4.A notice received after 5:00pm, or on a day that is not a business day, is deemed to be effected at 9:00am on the following business day.
19. PPSA
19.1.If RBS determines that this Agreement (or any transaction in connection with it) contains a Security Interest for the purposes of the PPSA, the Customer will acknowledge that RBS will be entitled to Perfect such Security Interest by registration on the Register.
19.2.The Customer agrees to waive any entitlements under the PPSR regarding notices.
19.3.The Customer agrees, at RBS’s request, to do all acts, matters and things necessary to ensure that RBS hold a valid and Perfected Security Interest.
19.4.Non-compliance by the Customer with this clause will constitute a breach of this Agreement.
19.5.Any cost associated with the enforcement of RBS’s rights under the PPSR will be payable by the Customer.
19.6.The Customer and RBS agree that the Customer and RBS will not disclose any of the information set out in section 275(1) of the PPSA in relation to this Agreement or any Security Interest created under any Finance Document to any person (except that RBS may do so where required due to the operation of section 275(7) of the PPSA or in accordance with another provision of a Finance Document.
19.7.In this clause PPSA means the Personal Property and Securities Act 2009 (Cth), and Security Interest, Perfected and Register have the meanings given to those terms in the PPSA.
20. VARIATION
20.1.No variation of this agreement is effective unless made in writing and signed by each party.
21. MISCELLANEOUS
21.1.The Customer must not assign any of its rights or obligations under this Agreement without RBS’s prior written consent.
21.2.This Agreement will bind the successors and permitted assigns of the parties.
21.3.RBS may at any time at its discretion assign its rights and obligations under this Agreement and subcontract any of the Services.
22. GOVERNING LAW
22.1.The law of this Agreement is the law of the state of New South Wales and the Commonwealth of Australia.
22.2.The parties submit themselves to the jurisdiction of the courts of New South Wales and the Commonwealth of Australia for all proceedings arising out of this Agreement.
23. SEVERABILITY
23.1.If the whole or any part of any clause of the Contract that is illegal or unforeseeable will be severed and will not affect the continued operation of the remaining provisions of the Contract.
24. WAIVER
24.1.The failure of any party to insist on performance of any obligation under the Contract by another party is not a waiver of its right:
24.1.1.to insist on performance of that obligation or to claim damages unless that party acknowledges in writing that the failure is a waiver; and
24.1.2.at any other time to insist on performance of that or any other obligation.
25. ENTIRE AGREEMENT
25.1.This Contract constitutes the entire agreement between the parties and in relation to its subject matter supersedes all previous agreements, arrangements and representations between the parties. No modification is binding in relation to the Contract unless agreed to in writing by both parties.
25.2.No confirmation, shipment or delivery docket, invoice or other such document issues by or on behalf of the Supplier in relation to the Goods or Services will vary this Contract. To the extent that these Terms and Conditions conflict with any other document, the Supplier agrees that these Terms and Conditions will prevail and override any terms contained in the other document. For avoidance of doubt, no order is binding on the Purchaser.