Distributor / Approved Agent. (a) This clause 3.2 applies only where the Clause Matrix specifies that the Supplier may supply Supplies to the Customer under this Agreement, and otherwise perform its obligations under this Agreement, using a ‘Distributor’/‘Approved Agent’. For clarity, the terms ‘Distributor’ and ‘Approved Agent’ are used interchangeably in this Agreement and have the same meaning.
(b) The Supplier may supply Supplies to the Customer under this Agreement, and otherwise perform its obligations under this Agreement, using the Approved Agent.
(c) The Supplier appoints the Approved Agent as the Supplier’s legal agent for the purposes of:
(i) performing the Supplier’s obligations (but not exercising the Supplier’s rights) under this Agreement; and
(ii) collecting amounts payable by the Customer under this Agreement, on behalf of the Supplier, and the Supplier must do all things necessary (including executing all documents) to give effect to the foregoing.
(d) The Supplier represents, warrants and undertakes to the Customer that the Approved Agent is and will remain appointed as the Supplier’s legal agent, and is properly authorised to fulfil its role as a legal agent of the Supplier, in accordance with this clause 3.2, for the Term.
(e) The parties acknowledge and agree that:
(i) the Approved Agent is deemed to be a subcontractor of the Supplier for the purposes of this Agreement; NSW Health | Deed | Standing Offer Arrangement (SOA) | Goods and Services OFFICIAL
(ii) notwithstanding that the Approved Agent is a subcontractor of the Supplier, the Supplier remains fully liable and responsible for the acts and omissions of the Approved Agent and the performance of all of the Supplier’s obligations under this Agreement;
(iii) the Customer has rights to deal with the Approved Agent (including to disclose Confidential Information of the Supplier to the Approved Agent), as if the Approved Agent was the Supplier;
(iv) any amounts paid or payable by the Customer to the Approved Agent under or in connection with this Agreement are deemed to be amounts paid or payable to the Supplier for the purposes of calculating the Supplier’s liability cap under clause 29.5(a) and the Customer’s liability cap under clause 29.5(b); and
(v) any and all amounts paid to the Approved Agent by or on behalf of the Customer under or in connection with this Agreement will be:
A. in full and final settlement of the relevant amount owing to the Supplier under or in connection with this Agreement; and
B. deeme...
