Customer Trading Terms and Conditions

 

Last updated 1 October 2017

Thank you for visiting the Tempo website which is owned and operated by Tempo (Aust) Pty Ltd (ABN 70 106 100 252), Global Sourcing Limited (Company Number 1842045), Tempo International GmbH (Company Number 120805), and Tempo International Limited (Company Number 6569041) (collectively referred to as Tempo). By using or accessing this website you acknowledge that you have read, understood and agreed to be bound by these customer trading terms and conditions (Agreement).

1.Definitions and interpretations

Agreement means these customer trading terms and conditions and the Tempo Social and Ethical Compliance Program available on www.tempo.orgor any other policies, programs, standards or guidelines identified in these customer trading terms and conditions as forming part of this Agreement.

 

Close Off Period means the period in which the Customer may sell the remaining stock on hand after termination of this Agreement. This is twelve (12) weeks from the date of termination under clause 27 unless otherwise agreed by the parties.

 

Consumer Law means the minimum legal standards applying to the Products within the Jurisdiction and Territory.

 

Insolvency Event means the occurrence of any one of the following events:

(a) an application is made to a court for an order that a party be wound up or a liquidator, provisional liquidator, receiver or other administrator be appointed in respect of the party or a party enters into, or resolves to enter into, a scheme of arrangement or composition with, or assignment for the benefit of, all or any class of its creditors;

(b) a party is, or states that it is, unable to pay its debts when they fall due; or (c)any secured creditor of a party enforces its security.

Intellectual Property Rights means any registered or unregistered trademark, patent, copyright, design, drawings or technical information attached to or in connection with the Products as provided by Tempo and any application for any of the foregoing, any rights in respect of confidential information and any other intellectual property rights.

 

Order means a written order for Products, including a description of each Product ordered, the specification or a reference to the specification of each Product, the unit price of each Product, the requested delivery date, and Delivery Location.

 

Products means the products described in the Order including any components provided for assembling and such other products agreed in writing between Tempo and the Customer (including packaging and all other materials agreed to under the Order).

 

2.Sale Terms

2.1 This Agreement applies to the supply of Products by Tempo to the Customer including all Orders and sales and will prevail over all prior conditions previously agreed between the parties or which the Customer puts forward at any time without Tempo’s express written consent.

2.2 Tempo reserves the right to change, modify, add or remove sections of this Agreement at any time. Tempo will notify you of such changes by posting an updated version of this Agreement on its website atwww.tempo.org. Such modifications will be binding upon the Customer once displayed on the website.

 

3.Order and Acceptance

3.1 Any Order submitted to Tempo by a Customer shall be deemed to be made pursuant to the terms of this Agreement.

Any Order placed or made by the Customer for the purchase of the Products shall be an irrevocable offer under those terms.

3.2 Tempo may accept any Order in whole or in part by providing written confirmation of the Order. Accepted Orders may not be varied or cancelled by the Customer without Tempo’s written consent and (subject to this Agreement) there is no right of return.

 

4.Price

4.1 The price of the Products shall be as agreed between the parties and where there is no written confirmation of the price, the price shall be the amount indicated on tax invoices provided by Tempo to the Customer regarding Products ordered.

4.2 All prices quoted are based on the full quantities specified and do not necessarily adjust pro rata for any greater or lesser quantities.

4.3 The delivery method for Products ordered as specified on the Order are as per Incoterms 2010.

4.4 If Tempo’s cost of supplying the Products increases by more than 10% due to any change in the rate or amount of any tax, currency fluctuations, duties, or freight and transport charges which may be applicable, Tempo may upon written notice to the Customer at any time before delivery increase the price of the Products to compensate for the entire increased cost.

4.5 The price of the Products excludes any license fees payable on licensed products where the party liable for such licenses is the Customer.

 

5.Rebates

5.1 Any volume, advertising or other rebate will only apply if the Customer and Tempo agree in writing.

5.2 A credit adjustment advice will be issued for all approved rebate claims and the Customer must not deduct the amount from the tax invoice.

5.3 Where the Customer is a member of a buying group, any such rebates granted to the group may be paid or credited by Tempo to such group on the understanding that the group will be responsible for passing the payment on to its members as they may be entitled.

 

6.Credit granting and payment

6.1 Tempo may accept an Order and allow credit for part or all of its value or may accept an Order and require prepayment as a condition of delivery.

6.2 Credit approval once granted may be withdrawn at any time. Where credit approval has not been granted, or is withdrawn, payment for all Products supplied is required before delivery (cash or cleared funds). Where credit has been approved for the Customer, all tax invoices issued by Tempo are due and payable by the date for payment agreed in writing by the Customer and Tempo. If no written agreement is made, then payment is due thirty (30) days from, the receipt of the invoice by the Customer, or the goods being delivered to the Customer under clause 9, whichever occurs first.

 

7.Credit policy and default

7.1 In the event that the Customer fails to make any payment payable pursuant to this Agreement within the payment terms, or breaches any of the warranties, obligations or agreements, the Customer shall be in default.

7.2 Tempo may charge interest on all amounts not paid by the Customer within the term for payment at a rate of 1.5% per calendar month calculated from the due date and accruing monthly until the date of payment.

7.3 If the Customer is in default, the Customer must reimburse and indemnify Tempo from and against all expenses, costs and disbursements incurred by Tempo in pursuing the debt including all reasonably charged legal costs on a solicitor and own client basis and the fees charged to Tempo by any mercantile agency. If the Customer fails to pay any amount by the due date, Tempo may at its sole discretion:

(a) cancel any provision of credit to the Customer;

(b) reverse any rebates or discounts allowed;

(c) change credit payment terms including require cash pre-payment for any further Products ordered;

(d) provide to a credit reporting agency details of the payment default;

(e) commence legal proceedings against the Customer (and any guarantors) for all outstanding amounts, interest and costs;

(f) decline to supply Products to the Customer and terminate this and any other agreement with the Customer; and;

(g) exercise any other rights at law including those provided by any legislation in any jurisdiction relating to securitization of the Products.

7.4 A certificate of debt signed by a representative of Tempo shall be prima facie evidence and proof of money owing by the Customer to Tempo at the time of the certificate.

 

8.Goods and Services Tax (GST)

8.1 Tempo reserves the right, upon production of a tax invoice, to recover from the Customer any GST such as products and services tax payable in respect of supply of Products.

8.2 Unless expressly included all amounts of consideration expressed or described in any quotation or agreement the Customer must pay an additional amount equal to any applicable GST. The additional amount must be paid when the other consideration is payable or at any earlier time that Tempo is obliged to pay or allow credit for the GST.

 

9.Delivery

9.1 Delivery of the Products shall be deemed to have taken place when:

(a) the Customer takes possession of the Products at Tempo’s address if the Products are collected; or

(b) the Products are delivered at the Delivery Location (in the event that the Products are delivered by Tempo or Tempo’s nominated carrier); or

(c) the Customer’s nominated carrier takes possession of the Products in which event the carrier shall be deemed to be the Customer’s agent.

9.2 Tempo’s nominated address shall be the address specified in the Details of this Agreement or otherwise notified in writing by Tempo.

9.3 Delivery of Products may not be refused by the Customer after an Order has been accepted by Tempo. Where prices are stated as inclusive of delivery, delivery is to the delivery point accepted by Tempo.

9.4 The Customer shall make all arrangements necessary to accept delivery of the Products whenever they are tendered for delivery.

9.5 Delivery of Products to a third party or place nominated in any way by the Customer is deemed to be delivery to the Customer pursuant to this Agreement.

9.6 Tempo shall not be liable for any loss or damage or expense arising from failure by Tempo to deliver the Products at a specified time, promptly or at all and the failure of Tempo to deliver at a specific time or at all shall not entitle either party to treat this Agreement as repudiated.

 

10.Recalls

10.1 If the Customer is directed to assist in any suspension of supply or recall of Products for any reason by Tempo, the Customer must co-operate and comply with all such reasonable directions to ensure the most effective response to the suspension or recall. The sole cost and expense of such suspension or recall will be borne by:

(a) Tempo to the extent the costs and expenses are reasonable and necessary where the reason for the suspension or recall is fault in the manufacture of the Products; and

(b) by the Customer where the reason is its act or omission or where the recall is conducted by the Customer.

 

11.Passing of Risk

11.1 The risk (but not title) in respect of Products sold passes to the Customer immediately upon delivery to the Customer under clause 9.

 

12.Retention of Title to the Products Pending Payment

12.1 Legal and equitable ownership of the Products shall remain with Tempo and shall not pass to the Customer until Tempo has received in full (cash or cleared funds) all sums due to it in respect of the Products and all other sums which are or which become due to Tempo from the Customer on any credit account with Tempo or pursuant to this agreement.

12.2 Until ownership of the Products has passed to the Customer, the Customer shall keep the Products in question as fiduciary agent and bailee for and on behalf of Tempo.

12.3 Until Tempo has received full payment for the Products, the Customer may not pledge the Products or use them as security. The Customer may only sell the Products in the ordinary course of business and only on the condition that the Customer receives payment from its customer or makes the transfer of property to the customer dependent upon the customer fulfilling its obligation to effect payment.

12.4 Until Tempo has received full payment for the Products, the Customer assigns to Tempo, all claims it will have against its customers out of the resale, including any collateral rights and all balance claims, as security without any subsequent declarations to this effect being necessary. If the Products are sold on together with other items and no individual price has been agreed with respect to the Products, the Customer shall assign to Tempo such fraction of the total price claim as is attributable to the price of the Product invoiced by the Customer.

 

13.Security Over Goods

13.1 Until such time as set out in clause 12.1, as security for payment by the Customer for all Products and services supplied or that may in future be supplied from time to time at the Customer’s request and all other money payable by the Customer to Tempo, actually or contingently, now or in the future, the Customer hereby charges in favour of Tempo all of the Customer’s interest in any real property (including all property acquired after the date of this Agreement and wherever situate). The Customer agrees to grant a mortgage over any such real property to better secure the secured money. The Customer hereby irrevocably appoints Tempo and any person nominated by Tempo as the attorney of the Customer with power to execute, sign, seal and deliver any documents to execute any registrable real property mortgage.

13.2 The Customer acknowledges that by virtue of this Agreement, Tempo has a security interest in the Products and their proceeds for the purposes of the Personal Properties Securities Act 2009 (Cth) (PPS Act).

13.3 The Customer acknowledges that Tempo may do anything it considers necessary, including but not limited to registering on the Personal Properties Securities Register (PPSR) any security interest in the Products which Tempo has and including registration as a purchase money security interest (PMSI) in order to perfect Tempo’s security interest as a first priority interest under the PPS Act. The Customer agrees to do all things including signing any document which Tempo reasonably requires to assist Tempo to undertake the matters set out above.

13.4 The Customer waives pursuant to section 157(3)(b) of the PPS Act the right to receive notice of a financing statement, financing change statement or a verification statement in relation to any registration on the PPSR.

13.5 The Customer and Tempo agree that, pursuant to section 115 of the PPS Act, that the following provisions in the PPS Act are contracted out of insofar as they require Tempo to give any notice or statement or allow any period of time or grant any opportunity to remedy to the Customer:

(a) sections 95 (removal of accession), 96 (retention of accession);

(b) section 125 (disposal or retention of collateral);

(c) section 129 (disposal by purchase);

(d) section 130 (notice of disposal), to the extent that it requires the secured party to give a notice to the grantor before disposal;

(e) subsection 132(4) (statement of account if no disposal);

(f) section 135 (notice of retention);

(g) section 142 (redemption of collateral); and

(h) section 143 (reinstatement of security agreement).

13.6 Solely to preserve their confidentiality, to the extent allowed under section 275 of the PPS Act, the Customer and Tempo agree that neither will disclose information if requested by a third party under section 275(1).

13.7 The Customer agrees that any rights of Tempo under this Agreement are in addition to and not in substitution for its rights under the PPS Act.

13.8 The Customer undertakes to give Tempo not less than 14 days prior notice of any proposed change in the Customer’s name or any other change in the Customer’s details (including, but not limited to, changes in its address, phone or facsimile number and trading name).

 

14.Claims and Returns

14.1 Refunds or returns will only be given to the extent there is a non-excludable right to return or refund under Consumer Law. Any physical or water damage to the Product will void the warranty and will not be replaced under any circumstances.

14.2 The Customer will inspect and check all Products received and within 7 days of receipt notify Tempo in writing of any shortage in quantity, defect, incorrect specification, damage or Products not in accordance with the Customer’s Order. The Customer is responsible for checking that Products correspond with those Ordered prior to use. After use or expiry of the time stated herein the Product shall be deemed to be free from any defect or damage at delivery.

14.3 The Customer agrees that it will not return any of the Products without first informing Tempo so that a returns authorization number may be issued by Tempo for valid returns. The returns authorization number is valid for 7 days. Returned Products must be unmarked, in a saleable condition and must include the original packaging, accessories, delivery document and tax invoice.

14.4 No credit or replacement will be given unless and until Products so returned have been verified as being valid for return or are defective and are returned with a valid returns authorization number. Tempo reserves the right to recover its costs from the Customer where the returned Products prove not to be valid for return or are not defective. Returned Products must be returned to the location specified by Tempo.

14.5 All freight, handling and other charges in relation to returning Products (other than Products defective or not ordered) are the responsibility of the Customer.

14.6 The Customer shall be liable for a restocking fee on all Products accepted for return. The restocking fee shall not apply to Products returned for being defective, damaged or for failing to comply with the Order. The current restocking fee is 20% of the price of the Products returned.

 

15.Export of Products

15.1 The Customer shall not export or sell the Products outside the Territory except with written approval from Tempo.

 

16.Disputed Charges

16.1 If the Customer objects to any invoiced item or amount, the Customer may withhold payment of the disputed amount, but only if on or before payment or the due date for payment (whichever occurs first), the undisputed amount of the tax invoice is paid in full and notice in writing of the dispute is given to Tempo, setting out the details of the amount disputed, the reasons for the dispute, and the basis for calculating the disputed amount. Tempo will investigate all disputes. If the amount is found to be payable (in whole or in part) then the Customer must pay the due amount within 7 days of receiving notice and the basis of the decision. Invoiced amounts that are not objected to in writing within 30 days of the due date will be deemed to be correctly charged and accepted by the Customer and the customer waives all claims against the tax invoice.

 

17.Recovery

17.1 Notwithstanding any other provision to the contrary, if any amount is not paid by the Customer within the terms for payment, or if the Customer is subject to an Insolvency Event (including administration, liquidation or receivership) then until all amounts owed by the Customer to Tempo are fully paid Tempo may:

(a) retake possession of the Products; and

(b) keep or resell any of the Products repossessed.

17.2 The Customer hereby grants full leave and irrevocable license without any liability to Tempo and any person authorized by Tempo to enter any premises by any means where the Products may for the time being be placed or stored for the purpose of retaking possession of the Products.

 

18.Warranties, Disclaimer and Limitation of Liability

18.1 The Customer warrants that it acquires Products under this agreement only:

(a) for the purpose of re-supply; or

(b) for the purpose of using them up or transforming them, intrade or commerce :

(i) in the course of a process of production or manufacture; or

(ii) in the course of repairing or treating other Products or fixtures on land.

18.2 The Customer warrants that it will comply with all applicable laws and standards, relating to the sale of the Products, in the Jurisdiction or the territory where the Products are destined to be sold.

18.3 Except as expressly provided in these Agreement or as set out in Tempo’s acceptance, and to the extent permitted by law, no guarantee, warranty, condition, undertaking or term, express or implied, statutory or otherwise, as to the condition, quality, performance, aesthetic appearance, merchantability or fitness for purpose of any Products provided pursuant to these Agreement is given or assumed by Tempo and all such guarantees, conditions, warranties and liabilities (including liability as to negligence) express or implied relating to such Products are hereby excluded.

18.4 Products must be installed and/or used in accordance with the instructions provided by Tempo or any warranty otherwise provided or available is voided to the extent permissible under any relevant laws including Consumer Law.

18.5 Tempo acknowledges that certain legislation in the Jurisdiction or territory where the goods are destined to be sold, including Consumer Law, provides guarantees and rights which cannot be excluded, restricted or modified or which may in certain cases only be modified or restricted to a limited extent. Nothing in these terms and conditions excludes, restricts or modifies, or is intended to exclude, restrict or modify, any guarantee, condition, warranty, right or liability implied by law (including any guarantee, condition, right or liability imposed under the Consumer Law) to the extent it cannot lawfully be excluded, restricted or modified.

18.6 To the full extent permitted by law, the liability of Tempo, including liability for any consequential loss which the Customer or any other entity or person may sustain or incur, will be limited, at Tempo’s option, to:

(a) if the breach relates to supply of Products:

(i) the provision of a refund; or

(ii) replacement of the Products; or

(iii)repair of the Products; or

(iv) the payment to the Customer of the reasonable cost of having the Products repaired or replaced.

(b) if the breach relates to services:

(i) the provision of a refund; or

(ii) re-supply of the services; or

(iii) the payment to the Customer of the reasonable cost of having the services re-supplied.

18.7 The Customer acknowledges and agrees that in entering into an agreement the subject of this Agreement it has not relied in any way on Tempo’s representations and that it has satisfied itself as to the suitability of the Products for the Customer’s purposes.

18.8 To the full extent permitted by law Tempo will not be liable to the Customer for any loss or damage including loss of profits or any other indirect or consequential loss or damage, arising directly or indirectly, and whether or not as a result of negligence, in any way in respect of anything done or supplied under these Agreement including:

(a) the supply to or use by the Customer of any Product; or

(b) delayed or non-delivery of the Products for any reason including but not limited to loss, damage, theft of the Products whilst in transit; or

(c) any breach by Tempo of its obligations under this agreement.

 

19.Intellectual Property

19.1 The supply of Products to the Customer does not grant the Customer any intellectual property rights in or related to the Products or Tempo’s or any manufacturer’s trade marks, all of which remain the exclusive property of Tempo or the manufacturer.

19.2 The Customer shall not use the Intellectual Property Rights or the Products with intellectual property rights attached thereto for purposes other than performing the Order, or unless otherwise authorized by Tempo in writing.

 

20.Semi-Knocked-Down (SKD) Products

20.1 Where an Order is placed by the Customer for SKD Products, Tempo may at its discretion provide the Customer with technical assistance. The Customer must follow any reasonable directions in relation to the assembly and quality control of SKD Products. Tempo reserves the right to inspect the site where the Customer assembles the SKD Products.

21.Confidentiality

21.1 The Customer shall keep confidential and shall not, without the prior written consent of Tempo, disclose to or discuss with any third party other than the Customer’s professional advisors any and all information provided by Tempo in relation to the Order (including but not limited to the details of the Order, any suppliers, and the terms), or which becomes known to the Customer through its involvement with the Order, except where such third party is a subcontractor or exporter subject to their accepting a like obligation of confidentiality, and the disclosure shall be

made only to the extent necessary for the performance of the subcontract or export arrangement (as the case may be).

21.2 The Customer shall not mention the name of Tempo in relation to the Order or disclose the existence of the Order to any third party without the prior written consent of Tempo.

21.3 Except as otherwise expressly provided, the Customer undertakes that it shall not, and undertakes to procure that its directors, employees or related persons shall not, from the time of acceptance of an Order until the end of 12 months after completion of the Order, act on its/their own or jointly with other person(s) through or as the manager, advisor, consultant, partner, employee or agent of any person, or, either directly or indirectly, solicit, lobby, accept orders from or in any other way transact with any past or present suppliers of Tempo.

21.4 The Customer’s obligation under this Clause 20 shall survive termination or completion of the Order.

 

22.Set-off and assignment

22.1 The Customer shall not be entitled to set off against or deduct from the price of Products sold any sums owed or claimed to be owed to the Customer by Tempo.

22.2 The Customer may not assign or subcontract any contract for the purchase of Products or its rights or obligations under an agreement the subject of this Agreement.

 

23.Force Majeure

23.1 Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement if such delay is due to Force Majeure. If a delay or failure is caused or anticipated due to Force Majeure, the obligations of the Provider or Tempo or both, as the case may be, will be suspended for the duration of the Force Majeure. If a delay or failure by the Provider or Tempo or both to perform its obligations due to Force Majeure exceeds ninety (90) days, either the Provider or Tempo may immediately terminate the Agreement by providing notice in writing to the other Party.

 

24.Privacy consent

24.1 Tempo may give information to third parties about the Customer, its guarantors, directors or proprietors for the following purposes:

(a) to obtain a consumer credit report about the Customer, its guarantors, directors or proprietors;

(b) to allow the credit reporting agency to create or maintain a credit information file containing information about the Customer, its guarantors, directors or proprietors;

(c) for securitization or registration under any legislation in any jurisdiction relating to securitization of the Products or other public records or registers; and

(d) to obtain commercial credit information about the Customer, its guarantors, directors or proprietors from a credit reporting agency.

 

25.Waiver of terms of agreement

25.1 The failure to exercise, or delay in exercising, any right, power or privilege available to Tempo under this Agreement will not operate as a waiver or preclude any other or further exercise of any right or power.

 

26.Dispute Resolution

26.1 Where a party claims that a dispute has arisen in connection with this Agreement, including any question regarding its existence, validity or termination, it must give written notice to the other party specifying the nature of the dispute. Each party must then endeavour to resolve the dispute.

26.2 If the parties cannot resolve the dispute within 14 days after receipt of the notice given under clause 26.1, the dispute must be referred to the managing director or chief executive officer of each party.

26.3 If the managing directors or chief executive officers cannot resolve the dispute within 14 days after the dispute is referred under clause 26.2, the dispute must be submitted to mediation administered by the Australian Centre for International Commercial Arbitration (ACICA).

26.4 The mediator must be selected from a panel suggested by ACICA. The parties must ask the ACICA to appoint the mediator if they cannot promptly agree on who it should be. The mediation must be conducted in accordance with the Mediation Rules of ACICA which are operating at the time the dispute is referred to ACICA and must be held in Sydney, Australia, unless otherwise agreed by both parties.

26.5 If, within 28 days (or any other period agreed to in writing between the parties) after the appointment of a mediator under clause 26.4, the dispute is not settled by mediation, either party may by written notice to the other refer the dispute to arbitration administered by the ACICA.

26.6 The arbitrator must be selected from a panel suggested by ACICA. The parties must ask ACICA to appoint the arbitrator if they cannot promptly agree on who it should be. The arbitrator must be an independent person and may not be the same person as the mediator appointed under clause 26.4. The arbitration must be conducted in accordance with, and subject to, the ACICA Arbitration Rules which are operating at the time the dispute is referred to ACICA and must be held in Sydney, Australia, unless otherwise agreed by both parties. The number of arbitrators will be one. The language of the arbitral proceedings is English. The decision of the arbitrator will be final and binding on the parties. Both parties agree that they are responsible for their own costs under this clause 26. Both parties also agree to share any costs for mediation and arbitration, equally.

26.7 Nothing in this clause 26 prohibits a party from seeking injunctive relief from a court of competent jurisdiction if a breach or prospective breach of this Agreement by the other party would cause irreparable harm to the first party.

 

27.Termination

27.1 Either party may terminate this Agreement at any time by written notice to the other party, if the other party:

(a) commits a material breach of any of its obligations under this Agreement which cannot be remedied;

(b )commits a material breach of any of its obligations under this Agreement which can be rectified and fails to do so within 14 days of receiving written notice from the other party requiring rectification;

(c) suffers an Insolvency Event; or

(d) is prohibited by any law, regulation or requirement of any government or governmental authority in any part of the Territory from complying with this Agreement. The parties acknowledge a series of minor breaches may constitute a material breach.

27.2 Tempo may terminate this Agreement, at any time, by giving the Customer 1 months’ written notice.

27.3 Any termination under this clause 27 is without prejudice to the rights and remedies of either party against the other in respect of any antecedent claim or breach of any of the provisions of this Agreement.

27.4 Upon termination the Customer may sell off remaining Products during the Close Off Period. Tempo may choose to increase this Close Off Period at its own discretion.

 

28.Governing Law

28.1 Subject to the terms of this Agreement, this Agreement is governed by and shall be construed in accordance with the law in force from time to time in the Jurisdiction, excluding its conflict of laws provisions.

28.2 The Parties submit all disputes arising out of or in connection with this Agreement to the non-exclusive jurisdiction of the Courts of the Jurisdiction and expressly waive any right to object to this Jurisdiction on any grounds, including forum non conveniens.

 

29.Prevailing Language

29.1 If there is any inconsistency between the English version of this Agreement, and any other translated versions of this Agreement, then the English version will prevail.

 

30.General provisions

30.1 This document represents the entire agreement between the parties and no agreement or understanding varying or extending the terms of these Agreement shall be legally binding upon either party unless in writing and signed by both parties or allowed by this agreement.

30.2 Tempo may serve any notice or Court document on the Customer by hand or by forwarding it by post to the address of the Customer last known to Tempo, or where a fax number or an email address has been supplied by the Customer, by sending it to that number or address. Such notices shall be deemed to be given:

(a) where delivered by hand, on the day of delivery;

(b) where sent by post, two (2) business days after the day of posting; and

(c) where sent by facsimile or email on the day of dispatch, provided that a clear transmission report is obtained.

30.3 If any term of an agreement the subject of this Agreement shall be invalid, void, illegal or unenforceable, it shall be severed from the agreement and the remaining provisions shall not be affected, prejudiced or impaired by such severance.

30.4 Tempo may assign or licence or subcontract all or any parts of its rights and obligations hereunder without the Customer’s agreement or consent.

30.5 In the event that the Customer sells or otherwise disposes of its business (or any part thereof), the Customer shall be responsible to immediately notify Tempo in writing of such sale to enable the account to be closed. If the Customer fails to so notify then the Customer shall be jointly and severally liable with the third party acquiring the business (or part thereof) to Tempo for the payment of Products subsequently sold to the third party on the Customer’s account before Tempo received such notice as if the Customer had ordered the Products itself.