Aztec Products & Liquor – Terms & Conditions of Trade
© Copyright – EC Credit Control 1999 – 2023
1. Definitions
1.1 “Aztec” means Latin Distributors Pty Ltd ATF Latin Distributors Unit Trust T/A Aztec Products & Liquor, its successors and assigns or any
person acting on behalf of and with the authority of Latin Distributors Pty Ltd ATF Latin Distributors Unit Trust T/A Aztec Products & Liquor.
1.2 “Client” means the person/s or any person acting on behalf of and with the authority of the Client requesting Aztec to provide the Services as
specified in any proposal, quotation, order, invoice or other documentation, and:
(a) if there is more than one Client, is a reference to each Client jointly and severally; and
(b) if the Client is a part of a Trust, shall be bound in their capacity as a trustee; and
(c) includes the Client’s executors, administrators, successors and permitted assigns.
1.3 “Goods” means all Goods or Services supplied by Aztec to the Client at the Client’s request from time to time (where the context so permits
the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other).
1.4 “Price” means the Price payable (plus any GST where applicable) for the Goods as agreed between Aztec and the Client in accordance with
clause 6 below.
1.5 “GST” means Goods and Services Tax (GST) as defined within the “A New Tax System (Goods and Services Tax) Act 1999” (Cth).
2. Acceptance
2.1 The Client is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Client
places an order for or accepts delivery of the Goods.
2.2 These terms and conditions may only be amended with the consent of both parties in writing, and shall prevail to the extent of any
inconsistency with any other document or agreement between the Client and Aztec.
2.3 The Client acknowledges that the supply of Goods on credit shall not take effect until the Client has completed a credit application with Aztec
and it has been approved with a credit limit established for the account.
2.4 In the event that the supply of Goods request exceeds the Clients credit limit and/or the account exceeds the payment terms, Aztec reserves
the right to refuse delivery.
2.5 Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 9 of the
Electronic Transactions (Victoria) Act 2000 or any other applicable provisions of that Act or any Regulations referred to in that Act.
3. Age Restrictions
3.1 The Client agrees that to order, purchase and accept delivery from Aztec, the Client must be of the legal age of eighteen (18) years or over
to purchase alcoholic beverages. The Client agrees not to supply any Goods purchased from Aztec to anyone under the legal age for
alcohol consumption. Aztec reserves the rights to request formal identification to confirm the age of the Client. If the Client refuses or if
Aztec is not satisfied with the evidence supplied by the Client, then Aztec may cancel any order and provide a refund. Aztec will not be held
liable for any reason in the event that the Client fails to comply with this clause.
4. Errors and Omissions
4.1 The Client acknowledges and accepts that Aztec shall, without prejudice, accept no liability in respect of any alleged or actual error(s) and/or
(a) resulting from an inadvertent mistake made by Aztec in the formation and/or administration of this contract; and/or
(b) contained in/omitted from any literature (hard copy and/or electronic) supplied by Aztec in respect of the Services.
4.2 In the event such an error and/or omission occurs in accordance with clause 4.1, and is not attributable to the negligence and/or wilful
misconduct of Aztec; the Client shall not be entitled to treat this contract as repudiated nor render it invalid.
5. Change in Control
5.1 The Client shall give Aztec not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client and/or any
other change in the Client’s details (including but not limited to, changes in the Client’s name, address, contact phone or fax number/s,
change of trustees, or business practice). The Client shall be liable for any loss incurred by Aztec as a result of the Client’s failure to comply
with this clause.
6. Price and Payment
6.1 At Aztec’s sole discretion the Price shall be either:
(a) as indicated on any invoice provided by Aztec to the Client; or
(b) the Price as at the date of delivery of the Goods according to Aztec’s current price list; or
(c) Aztec’s quoted price (subject to clause 6.2) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30)
6.2 Aztec reserves the right to change the Price if a variation to Aztec’s quotation is requested. Variations will be charged for on the basis of
Aztec’s quotation, and will be detailed in writing, and shown as variations on Aztec’s invoice. The Client shall be required to respond to any
variation submitted by Aztec within ten (10) working days. Failure to do so will entitle Aztec 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.
6.3 At Aztec’s sole discretion a deposit may be required.
6.4 Time for payment for the Goods being of the essence, the Price will be payable by the Client on the date/s determined by Aztec, which may
(a) on delivery of the Goods;
(b) before delivery of the Goods;
(c) the date specified on any invoice or other form as being the date for payment; or
(d) failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Client by Aztec.
6.5 Payment may be made by cash, cheque, bank cheque, electronic/on-line banking, or by any other method as agreed to between the Client
and Aztec.
6.6 The Client shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Client by Aztec nor
to withhold payment of any invoice because part of that invoice is in dispute.
6.7 Unless otherwise stated the Price does not include GST. In addition to the Price the Client must pay to Aztec an amount equal to any GST Aztec must pay for any supply by Aztec under this or any other agreement for the sale of the Goods. The Client must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Client pays the Price. In addition the Client must
pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.
7. Delivery of Goods
7.1 Delivery (“Delivery”) of the Goods is taken to occur at the time that:
(a) the Client or the Client’s nominated carrier takes possession of the Goods at Aztec’s address; or
(b) Aztec (or Aztec’s nominated carrier) delivers the Goods to the Client’s nominated address even if the Client is not present at the
7.2 Delivery of the Goods to a third party nominated by the Client is deemed to be delivery to the Client for the purposes of this agreement.
7.3 At Aztec’s sole discretion the cost of delivery is either included in the Price or is in addition to the Price.
7.4 Aztec may deliver the Goods in separate instalments. Each separate instalment shall be invoiced and paid in accordance with the provisions
in these terms and conditions.
7.5 The Client shall take delivery of the Goods tendered notwithstanding that the quantity so delivered shall be either greater or less than the
quantity purchased provided that;
(a) such discrepancy in quantity shall not exceed 5%, and
(b) the Price shall be adjusted pro rata to the discrepancy.
7.6 Any time specified by Aztec for delivery of the Goods is an estimate only. The Client must take delivery by receipt or collection of the Goods
whenever they are tendered for delivery. Aztec will not be liable for any loss or damage incurred by the Client as a result of delivery being
late. In the event that the Client is unable to take delivery of the Goods as arranged then Aztec shall be entitled to charge a reasonable fee
for redelivery and/or storage.
8. Out of Stock/Substitution
8.1 Aztec will use its reasonable endeavours to ensure that all Goods ordered by the Client are supplied to the Client. If the Goods ordered are
not available in stock, Aztec shall work with the Client on a case by case basis where options may include back order of Goods or
amendment to the order.
9. Risk
9.1 Risk of damage to or loss of the Goods passes to the Client on Delivery and the Client must insure the Goods on or before Delivery.
9.2 If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Client, Aztec is entitled to receive all
insurance proceeds payable for the Goods. The production of these terms and conditions by Aztec is sufficient evidence of Aztec’s rights to
receive the insurance proceeds without the need for any person dealing with Aztec to make further enquiries.
9.3 If the Client requests Aztec to leave Goods outside Aztec’s premises for collection or to deliver the Goods to an unattended location then
such Goods shall be left at the Client’s sole risk.
10. Compliance with Laws
10.1 Aztec warrants that products processed/packaged on its registered premises, and supplied to all Clients, shall meet all safety regulations
and standards as defined by the Hazard Analysis and Critical Control Points (HACCP), Food Safety Programme, and is eminently suitable
for public consumption and thereby compliant with the Australia New Zealand Food Standards Code.
10.2 Any alleged claims of contamination, accidental inclusion or food borne illnesses must be reported to Aztec management in writing as soon
as reasonable practicable. Aztec reserves the right to inspect any items attributed to the claim and have the items tested by an independent
laboratory before any public claims, statements or dissemination of information in any format including social media.
11. Title
11.1 Aztec and the Client agree that ownership of the Goods shall not pass until:
(a) the Client has paid Aztec all amounts owing to Aztec; and
(b) the Client has met all of its other obligations to Aztec.
11.2 Receipt by Aztec 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.
11.3 It is further agreed that:
(a) until ownership of the Goods passes to the Client in accordance with clause 11.1 that the Client is only a bailee of the Goods and must
return the Goods to Aztec on request.
(b) the Client holds the benefit of the Client’s insurance of the Goods on trust for Aztec and must pay to Aztec the proceeds of any insurance
in the event of the Goods being lost, damaged or destroyed.
(c) the Client must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for
market value. If the Client sells, disposes or parts with possession of the Goods then the Client must hold the proceeds of any such act
on trust for Aztec and must pay or deliver the proceeds to Aztec on demand.
(d) the Client should not convert or process the Goods or intermix them with other goods but if the Client does so then the Client holds the
resulting product on trust for the benefit of Aztec and must sell, dispose of or return the resulting product to Aztec as it so directs.
(e) the Client irrevocably authorises Aztec to enter any premises where Aztec believes the Goods are kept and recover possession of the
(f) Aztec may recover possession of any Goods in transit whether or not delivery has occurred.
(g) the Client shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain the property of Aztec.
(h) Aztec may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Client.
12. Personal Property Securities Act 2009 (“PPSA”)
12.1 In this clause financing statement, financing change statement, security agreement, and security interest has the meaning given to it by the PPSA.

12.2 Upon assenting to these terms and conditions in writing the Client acknowledges and agrees that these terms and conditions constitute a
security agreement for the purposes of the PPSA and creates a security interest in all Goods that have previously been supplied and that will
be supplied in the future by Aztec to the Client.
12.3 The Client undertakes to:
(a) 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 Aztec may reasonably require to;
(i) register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities
(ii) register any other document required to be registered by the PPSA; or
(iii) correct a defect in a statement referred to in clause 12.3(a)(i) or 12.3(a)(ii);
(b) indemnify, and upon demand reimburse, Aztec 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 Goods charged thereby;
(c) not register a financing change statement in respect of a security interest without the prior written consent of Aztec;
(d) not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods in favour of a third
party without the prior written consent of Aztec;
(e) immediately advise Aztec of any material change in its business practices of selling the Goods which would result in a change in the
nature of proceeds derived from such sales.
12.4 Aztec and the Client agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these terms and
12.5 The Client waives their rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.
12.6 The Client waives their rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.
12.7 Unless otherwise agreed to in writing by Aztec, the Client waives their right to receive a verification statement in accordance with section 157
of the PPSA.
12.8 The Client must unconditionally ratify any actions taken by Aztec under clauses 12.3 to 12.5.
12.9 Subject to any express provisions to the contrary (including those contained in this clause 12) nothing in these terms and conditions is
intended to have the effect of contracting out of any of the provisions of the PPSA.
13. Security and Charge
13.1 In consideration of Aztec agreeing to supply the Goods, the Client charges all of its rights, title and interest (whether joint or several) in any
land, realty or other assets capable of being charged, owned by the Client either now or in the future, to secure the performance by the
Client of its obligations under these terms and conditions (including, but not limited to, the payment of any money).
13.2 The Client indemnifies Aztec from and against all Aztec’s costs and disbursements including legal costs on a solicitor and own client basis
incurred in exercising Aztec’s rights under this clause.
13.3 The Client irrevocably appoints Aztec and each director of Aztec as the Client’s true and lawful attorney/s to perform all necessary acts to
give effect to the provisions of this clause 13 including, but not limited to, signing any document on the Client’s behalf.
14. Defects, Warranties and Returns, Competition and Consumer Act 2010 (CCA)
14.1 The Client must inspect the Goods on delivery and must within seven (7) days of delivery notify Aztec in writing of any evident
defect/damage, shortage in quantity, or failure to comply with the description or quote. The Client must notify any other alleged defect in the
Goods as soon as reasonably possible after any such defect becomes evident. Upon such notification the Client must allow Aztec to inspect
the Goods.
14.2 Under applicable State, Territory and Commonwealth Law (including, without limitation the CCA), certain statutory implied guarantees and
warranties (including, without limitation the statutory guarantees under the CCA) may be implied into these terms and conditions (Non-
Excluded Guarantees).
14.3 Aztec acknowledges that nothing in these terms and conditions purports to modify or exclude the Non-Excluded Guarantees.
14.4 Except as expressly set out in these terms and conditions or in respect of the Non-Excluded Guarantees, Aztec makes no warranties or
other representations under these terms and conditions including but not limited to the quality or suitability of the Goods. Aztec’s liability in
respect of these warranties is limited to the fullest extent permitted by law.
14.5 If the Client is a consumer within the meaning of the CCA, Aztec’s liability is limited to the extent permitted by section 64A of Schedule 2.
14.6 If Aztec is required to replace the Goods under this clause or the CCA, but is unable to do so, Aztec may refund any money the Client has
paid for the Goods.
14.7 If the Client is not a consumer within the meaning of the CCA, Aztec’s liability for any defect or damage in the Goods is:
(a) limited to the value of any express warranty or warranty card provided to the Client by Aztec at Aztec’s sole discretion;
(b) limited to any warranty to which Aztec is entitled, if Aztec did not manufacture the Goods;
(c) otherwise negated absolutely.
14.8 Subject to this clause 14, returns will only be accepted provided that:
(a) the Client has complied with the provisions of clause 14.1; and
(b) Aztec has agreed that the Goods are defective; and
(c) the Goods are returned within a reasonable time at the Client’s cost (if that cost is not significant); and
(d) the Goods are returned in as close a condition to that in which they were delivered as is possible.
14.9 Notwithstanding clauses 14.1 to 14.8 but subject to the CCA, Aztec shall not be liable for any defect or damage which may be caused or
partly caused by or arise as a result of:
(a) the Client failing to properly maintain or store any Goods;
(b) the Client using the Goods for any purpose other than that for which they were designed;
(c) the Client continuing the use of any Goods after any defect became apparent or should have become apparent to a reasonably prudent
operator or user;
(d) the Client failing to follow any instructions or guidelines provided by Aztec;
(e) fair wear and tear, any accident, or act of God.
14.10 In the case of second hand Goods, unless the Client is a consumer under the CCA, the Client acknowledges that it has had full opportunity
to inspect the second hand Goods prior to delivery and accepts them with all faults and that to the extent permitted by law no warranty is Aztec Products & Liquor –
given by Aztec as to the quality or suitability for any purpose and any implied warranty, statutory or otherwise, is expressly excluded. The
Client acknowledges and agrees that Aztec has agreed to provide the Client with the second hand Goods and calculated the Price of the
second hand Goods in reliance of this clause 14.10.
14.11 Aztec may in its absolute discretion accept non-defective Goods for return in which case Aztec may require the Client to pay handling fees of
up to ten percent (10%) of the value of the returned Goods plus any freight costs.
14.12 Notwithstanding anything contained in this clause if Aztec is required by a law to accept a return then Aztec will only accept a return on the
conditions imposed by that law.
15. Intellectual Property
15.1 Where Aztec has designed, drawn or developed Goods for the Client, then the copyright in any designs and drawings and documents shall
remain the property of Aztec. Under no circumstances may such designs, drawings and documents be used without the express written
approval of Aztec.
15.2 The Client warrants that all designs, specifications or instructions given to Aztec will not cause Aztec to infringe any patent, registered design
or trademark in the execution of the Client’s order and the Client agrees to indemnify Aztec against any action taken by a third party against
Aztec in respect of any such infringement.
15.3 The Client agrees that Aztec may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs,
drawings or Goods which Aztec has created for the Client.
16. Default and Consequences of Default
16.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a
half percent (2.5%) per calendar month (and at Aztec’s sole discretion such interest shall compound monthly at such a rate) after as well as
before any judgment.
16.2 If the Client owes Aztec any money the Client shall indemnify Aztec from and against all costs and disbursements incurred by Aztec in
recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, Aztec’s contract
default fee, and bank dishonour fees).
16.3 Further to any other rights or remedies Aztec may have under this contract, if a Client has made payment to Aztec, and the transaction is
subsequently reversed, the Client shall be liable for the amount of the reversed transaction, in addition to any further costs incurred by Aztec
under this clause 16 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Client’s obligations
under this contract.
16.4 Without prejudice to Aztec’s other remedies at law Aztec shall be entitled to cancel all or any part of any order of the Client which remains
unfulfilled and all amounts owing to Aztec shall, whether or not due for payment, become immediately payable if:
(a) any money payable to Aztec becomes overdue, or in Aztec’s opinion the Client will be unable to make a payment when it falls due;
(b) the Client has exceeded any applicable credit limit provided by Aztec;
(c) the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes
an assignment for the benefit of its creditors; or
(d) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.
17. Cancellation
17.1 Without prejudice to any other remedies Aztec may have, if at any time the Client is in breach of any obligation (including those relating to
payment) under these terms and conditions Aztec may suspend or terminate the supply of Goods to the Client. Aztec will not be liable to the
Client for any loss or damage the Client suffers because Aztec has exercised its rights under this clause.
17.2 Aztec may cancel any contract to which these terms and conditions apply or cancel delivery of Goods at any time before the Goods are
delivered by giving written notice to the Client. On giving such notice Aztec shall repay to the Client any money paid by the Client for the
Goods. Aztec shall not be liable for any loss or damage whatsoever arising from such cancellation.
17.3 In the event that the Client cancels delivery of Goods the Client shall be liable for any and all loss incurred (whether direct or indirect) by
Aztec as a direct result of the cancellation (including, but not limited to, any loss of profits).
17.4 Cancellation of orders for Goods made to the Client’s specifications, or for non-stocklist items, will definitely not be accepted once production
has commenced, or an order has been placed.
18. Privacy Act 1988
18.1 The Client agrees for Aztec 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 Client in relation to credit provided by Aztec.
18.2 The Client agrees that Aztec may exchange information about the Client with those credit providers and with related body corporates for the
following purposes:
(a) to assess an application by the Client; and/or
(b) to notify other credit providers of a default by the Client; and/or
(c) to exchange information with other credit providers as to the status of this credit account, where the Client is in default with other credit
providers; and/or
(d) to assess the creditworthiness of the Client including the Client’s repayment history in the preceding two years.
18.3 The Client consents to Aztec being given a consumer credit report to collect overdue payment on commercial credit.
18.4 The Client agrees that personal credit information provided may be used and retained by Aztec for the following purposes (and for other
agreed purposes or required by):
(a) the provision of Goods; and/or
(b) analysing, verifying and/or checking the Client’s credit, payment and/or status in relation to the provision of Goods; and/or
(c) processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Client; and/or
(d) enabling the collection of amounts outstanding in relation to the Goods.
18.5 Aztec may give information about the Client to a CRB for the following purposes:
(a) to obtain a consumer credit report;
(b) allow the CRB to create or maintain a credit information file about the Client including credit history.
18.6 The information given to the CRB may include:

(a) personal information as outlined in 18.1 above;
(b) name of the credit provider and that Aztec is a current credit provider to the Client;
(c) whether the credit provider is a licensee;
(d) type of consumer credit;
(e) details concerning the Client’s application for credit or commercial credit (e.g. date of commencement/termination of the credit account
and the amount requested);
(f) 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 request of payment has been made and debt recovery action commenced or alternatively that
the Client no longer has any overdue accounts and Aztec has been paid or otherwise discharged and all details surrounding that
discharge(e.g. dates of payments);
(g) information that, in the opinion of Aztec, the Client has committed a serious credit infringement;
(h) advice that the amount of the Client’s overdue payment is equal to or more than one hundred and fifty dollars ($150).
18.7 The Client shall have the right to request (by e-mail) from Aztec:
(a) a copy of the information about the Client retained by Aztec and the right to request that Aztec correct any incorrect information; and
(b) that Aztec does not disclose any personal information about the Client for the purpose of direct marketing.
18.8 Aztec will destroy personal information upon the Client’s request (by e-mail) or if it is no longer required unless it is required in order to fulfil
the obligations of this agreement or is required to be maintained and/or stored in accordance with the law.
18.9 The Client can make a privacy complaint by contacting Aztec via e-mail. Aztec 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 Client is not satisfied with the resolution provided, the Client can make a complaint to the Information Commissioner at www.oaic.gov.au.
19. Service of Notices
19.1 Any written notice given under this contract shall be deemed to have been given and received:
(a) by handing the notice to the other party, in person;
(b) by leaving it at the address of the other party as stated in this contract;
(c) by sending it by registered post to the address of the other party as stated in this contract;
(d) 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
(e) if sent by email to the other party’s last known email address.
19.2 Any 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. Trusts
20.1 If the Client at any time upon or subsequent to entering in to the contract is acting in the capacity of trustee of any trust (“Trust”) then
whether or not Aztec may have notice of the Trust, the Client covenants with Aztec as follows:
(a) the contract extends to all rights of indemnity which the Client now or subsequently may have against the Trust and the trust fund;
(b) the Client 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 Client against the Trust or the trust fund. The Client 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.
(c) The Client will not without consent in writing of Aztec (Aztec will not unreasonably withhold consent), cause, permit, or suffer to happen
any of the following events;
(i) the removal, replacement or retirement of the Client as trustee of the Trust;
(ii) any alteration to or variation of the terms of the Trust;
(iii) any advancement or distribution of capital of the Trust; or
(iv) any resettlement of the trust property.
21. General
21.1 The 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.
21.2 These terms and conditions and any contract to which they apply shall be governed by the laws of Victoria in which Aztec has its principal
place of business, and are subject to the jurisdiction of the courts in Victoria.
21.3 Subject to clause 14 Aztec shall be under no liability whatsoever to the Client for any indirect and/or consequential loss and/or expense
(including loss of profit) suffered by the Client arising out of a breach by Aztec of these terms and conditions (alternatively Aztec’s liability
shall be limited to damages which under no circumstances shall exceed the Price of the Goods).
21.4 Aztec may licence and/or assign all or any part of its rights and/or obligations under this contract without the Client’s consent.
21.5 The Client cannot licence or assign without the written approval of Aztec.
21.6 Aztec may elect to subcontract out any part of the Services but shall not be relieved from any liability or obligation under this contract by so
doing. Furthermore, the Client agrees and understands that they have no authority to give any instruction to any of Aztec’s sub-contractors
without the authority of Aztec.
21.7 The Client agrees that Aztec may amend these terms and conditions by notifying the Client in writing. These changes shall be deemed to
take effect from the date on which the Client accepts such changes, or otherwise at such time as the Client makes a further request for
Aztec to provide Goods to the Client.
21.8 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other
event beyond the reasonable control of either party.
21.9 Both 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.