Terms and Conditions

DRY HIRE AGREEMENT – TERMS AND CONDITIONS

Interpretation

1. In these Terms and Conditions:
   • ACL means the Australian Consumer Law under the Competition and Consumer Act 2010 (C’th).
   • Agreement means an agreement entered into between A1 Slashing AU. and the Hirer (and, where relevant, each Guarantor) for the hire of Equipment to the Hirer to which these Terms and Conditions apply. For the avoidance of doubt, each time A1 Slashing AU. agrees to hire Equipment to the Hirer, a separate Agreement is formed incorporating these Terms and Conditions. Any other terms or conditions (e.g. appearing on the Hirer’s own website, stationery quote or other material) do not form part of an Agreement unless expressly agreed in writing with A1 Slashing AU. to the contrary.
   • Application for Credit means a form of application for Credit (if any) completed by the Hirer.
   • Collateral, Financing Statement, Financing Change Statement, Security Agreement and Security Interest have the same meanings as in the PPSA.
   • Construction Work has the same meaning as in the Building Industry Fairness (Security of Payment) Act 2017 (Qld).
   • Credit means the Hirer’s deferred debt to A1 Slashing AU. for the hire of Equipment in connection with a business carried on by the Hirer.
   • Delivery means taking delivery from A1 Slashing AU. by the Hirer or by a third party on behalf of the Hirer whether or not arranged or organised by the Hirer or by A1 Slashing AU. on behalf of the Hirer.
   • Descriptive Matter means and includes without limitation, specifications, descriptions, pictures, drawings, diagrams, particulars of weights/dimensions/capacity or any other form of description or measurement submitted with or prior to any offer or invitation by A1 Slashing AU. or contained in its website, catalogues, Hire Fees lists or advertising matter.
   • Due Date means:
     • the start of the Hire Period; or
     • where A1 Slashing AU. has agreed to provide Credit to the Hirer, the date 30 days after the date of the invoice issued by A1 Slashing AU. for the hire of the Equipment; or
     • such other date as the parties may agree in writing;
   • Equipment means the plant and/or equipment specified in the Hire Schedule and any item of plant, machinery, tools, accessories, parts, items of equipment or devices affixed to or supplied with such plant and equipment and, where the context requires, includes any other plant and/or equipment hired by the Hirer from A1 Slashing AU. and any services supplied (whether gratuitously or not) by A1 Slashing AU. to the Hirer.
   • Grantor refers to the Hirer and has the same meaning as in the PPSA.
   • Guarantor means the person or persons, if any, named in an Application for Credit who have agreed to guarantee the performance by the Hirer of any of its Obligations to A1 Slashing AU..
   • GST has the meaning given in the A New Tax System (Equipment Tax) Act 1999 (C’th).
   • Hire Amount means all amounts payable by the Hirer from time to time as set out in the Hire Schedule or calculated using the Rates.
   • Hire Fees means the Hire Amount specified in the Hire Schedule for the Equipment for the Hire Period plus any applicable GST, stamp duties, tolls, fines, penalties, levies or freight and other charges relevant to this Agreement and the hire, including other charges as set out in these Terms and Conditions below.
   • Hire Period means the period commencing on the start date specified in the Hire Schedule and continuing until the Equipment is back in A1 Slashing AU.’s possession and control and fit for the purpose of hire again, and includes all weekends and public holidays during that period;
   • Hire Schedule means the schedule referring to or annexing these Terms and Conditions and containing particulars relevant to an Agreement between the parties including, without limitation, details of A1 Slashing AU., the Hirer, the Guarantors (if any), the Equipment and the Rates;
   • Hirer means the person, firm, organisation or corporation hiring the Equipment from A1 Slashing AU. as set out in the Hire Schedule, and if there is more than one hirer, is a reference to each hirer jointly and severally.
   • Intellectual Property means any intellectual or industrial property, including (without limitation):
     • any patent, trademark or service mark, copyright, registered design, trade secret or confidential information; or
     • any licence or other Right to use or to grant the use of any of the above or to be the registered proprietor or user of any of them;
   • Interest Rate means the rate which is 3% per annum above the rate charged by A1 Slashing AU.’s bank from time to time on unsecured overdrafts of $100,000 or more, conclusive evidence of which will be confirmation in writing by a manager of A1 Slashing AU.’s bank.
   • A1 Slashing AU. means Takin Trash Pty Ltd ACN 623 890 568 t/a A1 Slashing. ABN 84 623 890 568.
   • Non-Excludable Condition means any condition, warranty or guarantee provided or implied by any state, territory or commonwealth law, including but not limited to the statutory consumer guarantees described in the ACL, and the provisions of any state or territory legislation which cannot be lawfully excluded.
   • Obligation means any express or implied legal, equitable, contractual, statutory or other obligation, agreement, covenant, commitment, duty, undertaking or liability.
   • PMSI means a Purchase Money Security Interest within the meaning of section 14 of the PPSA.
   • PPSA means the Personal Property Securities Act 2009 (C’th).
   • PPSR means the Personal Property Securities Register established pursuant to the PPSA.
   • Rates means the hire rates specified in the Hire Schedule and in the absence thereof, the applicable rates published or notified by A1 Slashing AU. to the Hirer from time to time.
   • Request for Hire means any purchase order or other request by the Hirer for the supply of Equipment by A1 Slashing AU., whether that supply is to the Hirer or to any third party and whether the request amounts to an offer or an invitation to treat from the Hirer, or is constituted by the acceptance by the Hirer of a quote provided by A1 Slashing AU..
   • Remote Area means any location that is more than 50km from the A1 Slashing AU. premises.
   • Right includes any legal, equitable, contractual, statutory or other right, power, authority, benefit, privilege, remedy, discretion or cause of action.
   • Terms and Conditions means these Terms and Conditions and includes, where the context requires, any additional Terms and Conditions agreed to by A1 Slashing AU. in writing from time to time.
   • singular includes plural and vice versa and any gender includes every gender.
   • a reference to a person includes corporations, trusts, associations, partnerships, a government authority and other legal entities, and where necessary, include successor bodies.
   • references to sections of statutes or terms defined in statutes refer to corresponding sections or defined terms in amended, consolidated or replacement statutes.
   • headings and the table of contents are used for convenience only and are to be disregarded in the interpretation of these Terms and Conditions.
   • a reference to a party includes that party’s executors, administrators, substitutes, successors and permitted assigns.
   • nothing in these Terms and Conditions may be read or applied so as to exclude, restrict or modify or have the effect of excluding, restricting or modifying any condition, warranty, guarantee, Right or remedy implied by law (including the ACL and the PPSA) and which by law cannot be excluded, restricted or modified.

Terms of Hire

2. The Hirer is entitled to use the Equipment for the Hire Period only.
3. Any extension of the Hire Period must be agreed to by A1 Slashing AU..
4. Where the Hire Schedule so specifies (or the parties otherwise agree) a Minimum Hire Period and/or a Minimum Hire Charge will apply.
5. The Hirer agrees to return the Equipment upon demand from A1 Slashing AU. and that this Agreement may be terminated at any time by A1 Slashing AU. without giving any reason.
6. The Hirer acknowledges that A1 Slashing AU. has the right to inspect the Equipment at all times during the Hire Period and to allow this, the Hirer gives A1 Slashing AU. the right to enter any property where the Equipment may be located.
7. Unless otherwise stated, Rates specified are for eight hours operation per day or 40hrs per week for a weekly hire. Use of Equipment over and above these limits will attract an increased Hire Fee at A1 Slashing AU.’s discretion.
8. Equipment is hired strictly on these Terms and Conditions, which can only be waived or varied in writing by A1 Slashing AU.. Unless expressly agreed in writing otherwise, these Terms and Conditions will prevail over all conditions expressed or implied in any Request for Hire placed by the Hirer (or in any standard terms and conditions of the Hirer) to the extent of any inconsistency.
9. The Hirer is taken to have exclusively accepted and is immediately bound, jointly and severally, by these Terms and Conditions if the Hirer takes Delivery of Equipment.
10. A1 Slashing AU. reserves the right to update from time to time the Terms and Conditions which will apply to an Agreement. If A1 Slashing AU. makes a change to these Terms and Conditions, that change will take effect from the date on which A1 Slashing AU. provides reasonable notification to the Hirer of such change. The Hirer confirms that notification on A1 Slashing AU.’s website of the updated Terms and Conditions or reference to the updated Terms and Conditions in any material provided to the Hirer will be reasonable steps taken by A1 Slashing AU. to inform the Hirer. The Hirer will be taken to have acknowledged and accepted such change if the Hirer makes a subsequent request for A1 Slashing AU. to provide Equipment to the Hirer.

Hire Fees and Payment

11. The Hirer agrees to pay the Hire Fees to A1 Slashing AU. when due and without deduction.
12. Unless A1 Slashing AU. has accepted a Hirer’s Application for Credit, the Hire Fees must be paid to A1 Slashing AU. at the start of the Hire Period and prior to the Hirer taking Delivery of the Equipment.
13. Where A1 Slashing AU. has accepted a Hirer’s Application for Credit, the Hirer must pay the Hire Fees by the Due Date.
14. At A1 Slashing AU.’s sole discretion, a non-refundable deposit may be required prior to acceptance of a Request for Hire. Any deposit paid for the hire of the Equipment can be applied by A1 Slashing AU. in and toward payment of the Hire Fee or other charges payable by the Hirer under this Agreement.

Other Charges

15. A cancellation fee may be charged by A1 Slashing AU. where the Equipment has been reserved by booking and the Hirer cancels the booking without reasonable notice, or fails to take delivery of the Equipment.
16. The Hirer is responsible for the payment of permits, licence fees, toll charges, parking fines or any traffic violations, including penalties for any vehicles hired to the Hirer where the Equipment or any part thereof is a vehicle and the parking fines, or traffic violations or penalties are incurred in connection with the use of the vehicle during the Hire Period, and even if the fines or penalties are received after the Hire Period.
17. In addition to the Hire Fees and charges set out in the Hire Schedule, the Hirer is responsible for the costs of repair or replacement arising from any physical damage to the Equipment, reasonable fees associated with any necessary cleaning on return of the Equipment, consumables, fines arising out of use of the Equipment, parts/labour/materials required to modify Equipment at the Hirer’s request (if A1 Slashing AU. agrees to the modification) and any operation training requested by the Hirer.
18. If the Hirer does not pay the Hire Fees in full by the Due Date, A1 Slashing AU. may:

(a)              charge the Hirer, in addition to any other costs recoverable under this Agreement, interest at the Interest Rate on the total outstanding balance, compounding monthly;

(b)              charge the Hirer 100% of all costs and expenses incurred by A1 Slashing AU. in recovering any unpaid amounts under this Agreement, along with interest thereon at the Interest Rate, compounding monthly.

19. If A1 Slashing AU. agrees to arrange delivery and/or collection of the Equipment, A1 Slashing AU. will charge the Hirer additional delivery/collection fees as applicable and as set out in the Hire Contract.
20. Time for payment of Hire Fees will be of the essence and unless otherwise agreed by A1 Slashing AU. in response to any Application for Credit, the Hire Fees must be paid by the Hirer on or before Delivery of the Equipment or by such other date determined by A1 Slashing AU. in its sole discretion. Where there is more than one load of Equipment to be Delivered to the Hirer, full payment must be made prior to the loading of the first Delivery vehicle. If A1 Slashing AU. has agreed to provide Credit, then payment must be made by cleared funds on the Due Date or otherwise in accordance with the terms specified on the Application for Credit.  A1 Slashing AU. may withdraw any Credit facility or reduce any Credit limit at any time in its complete discretion and without any liability to the Hirer or any party claiming through the Hirer and without affecting or derogating from these Terms and Conditions or any Obligation on the part of the Hirer.
21. Payment may be made by cash, credit card, electronic/on-line banking, or by any other method as agreed in writing between the Hirer and A1 Slashing AU.. Where A1 Slashing AU. agrees to accept payment by credit card A1 Slashing AU. will be entitled to recover from the Hirer the maximum credit card bank fee, merchant fee and administration surcharge permitted by law.
22. Should A1 Slashing AU. become a creditor of the Hirer, the Hirer authorises A1 Slashing AU. to collect, retain, use, record, and disclose credit information about the Hirer for the purpose of assessing and reporting matters related to the Hirer’s credit-worthiness.
23. If the Hirer breaches the payments terms, A1 Slashing AU. may, as its discretion, terminate the Agreement and report the breach to any credit provider or credit reference organisation. The Hirer understands that this may affect its credit rating.
24. Unless otherwise stated the Rates and the Hire Fees as charged include GST. The Hirer must pay any other taxes and duties that may be applicable in addition to the Hire Fees except where they are expressly included in the Hire Fees.

Hirer’s Responsibilities

25. The Hirer must:
    • keep and maintain the Equipment in proper working order and good and substantial repair;
    • comply with all relevant laws, regulations, rules and by-laws governing or relating to the use and operation of the Equipment;
    • secure the Equipment when not in use and ensure that all reasonable measures are taken to protect the Equipment against acts of theft and vandalism;
    • return the Equipment in the same condition as it was as at Delivery;
    • take all necessary steps to prevent injury occurring to persons or property as a result of the condition of the Equipment;
    • take all necessary steps to prevent any further damage to the Equipment itself;
    • not repair or attempt to repair the Equipment;
    • ensure that its operator of the Equipment holds a current operating licence or permit valid for the Equipment;
    • insure A1 Slashing AU.’s interest in the Equipment against physical loss or damage, including but not limited to the perils of accident, fire, theft and burglary and all other usual risks; and
    • effect adequate Public Liability Insurance covering any loss, damage or injury to any person or property arising out of the use of the Equipment.
26. The Hirer is responsible at its cost for daily maintenance and care of all Equipment in its possession, including daily checking of all fluids (fuel, oil, water, battery levels etc) and general tightening of any loose nuts, bolts, belts or fittings and lubrication of all grease points.
27. The Hirer will be responsible for any loss or damage to the Equipment irrespective of how the loss or damage occurred, including all wear and tear, during the Hire Period.
28. A1 Slashing AU. gives no warranty or guarantee as to the condition, safety or suitability of the Equipment, but will rectify minor faults where possible on the Hirer’s job sites.
29. If there is a breakdown or failure of the Equipment, the Hirer must immediately stop using the Equipment and notify A1 Slashing AU. in writing. In case of major breakdown, A1 Slashing AU. will attempt to replace the Equipment as soon as possible. The Hirer releases A1 Slashing AU. from any liability for the loss caused by breakdown of any of the Equipment.
30. The Hirer must fully reimburse A1 Slashing AU. in the event of damage or loss of the Equipment. The Hirer is liable for the payment of the new purchase price of any Equipment not returned to A1 Slashing AU..
31. If the Equipment is damaged the Hirer must notify A1 Slashing AU. immediately upon, and in any event within 24 hours of, becoming aware of the damage.
32. The Hirer accepts full responsibility for, and indemnifies A1 Slashing AU. in respect of, any damage caused to any underground services when using the Equipment.

Cross-hire

33. The Hirer must not on-hire the Equipment to any third party, unless the Hirer is known to A1 Slashing AU. as an on-hire Hirer by disclosing this in the Hire Schedule. In the event of a third party on-hire being agreed by A1 Slashing AU., the Hirer shall remain liable to A1 Slashing AU. in accordance with the terms of this Agreement as though the on-hire agreement did not exist.
34. When Equipment is cross-hired (with A1 Slashing AU.’s express written consent) to other entities recognised by A1 Slashing AU. as qualified for that role, then the Hirer will be permitted to re-hire for value.
35. Any agreement by A1 Slashing AU. to the Hirer entering into an on-hire agreement with a third party is conditional upon the third party agreeing to hold and operate the Equipment under the same terms and conditions as contained in this Agreement.
36. The Hirer must take all steps necessary, including registration under the PPSA, to:

(a)              ensure that any security interest arising under or in respect of any on-hire is enforceable, perfected and in all respects effective in accordance with the PPS Act;

(b)              enable the Hirer to gain (subject to A1 Slashing AU.’s rights) first priority for the security interest; and

(c)              enable the Hirer and A1 Slashing AU. to exercise their respective rights in connection with the security interest.

37. A1 Slashing AU. may charge the Hirer for any cost or expense incurred by them in relation to anything that needs to be done by A1 Slashing AU. under this clause.

Delivery

38. A1 Slashing AU. will not be liable for any loss, damage or delay occasioned to the Hirer, its Hirers or any other person, arising from:
    • late Delivery or non-Delivery, or late utilisation of any Equipment; or
    • any actions or Obligations conducted or incurred by the Hirer in reliance on any expected date of Delivery of any Equipment.
39. The Hirer is responsible for making arrangements to take Delivery of the Equipment.
40. If the Hirer fails to take, arrange or accept Delivery of Equipment, the Hirer will be remain liable for all Hire Fees payable for the Hire Period or otherwise payable pursuant to the terms of the Agreement and for loss of, damage to or deterioration of the Equipment, and for any costs or damages incurred by A1 Slashing AU. on account of such failure to accept Delivery.
41. Delivery of Equipment to a third party nominated by the Hirer is deemed to be Delivery to the Hirer.

End of Hire Period

42. The Hirer must return the Equipment to A1 Slashing AU.’s address on or before the end of the Hire Period. Without prejudice to A1 Slashing AU.’s rights at law, any failure to do so may be treated as an intention to permanently deprive A1 Slashing AU. of the Equipment and be reported to the Police.
43. The Hirer must ensure the Equipment is:

(a)              returned to A1 Slashing AU. in a clean condition, otherwise the Hirer agrees to pay a reasonable cleaning fee if the Equipment is not returned in a clean condition (to be determined by A1 Slashing AU. in its discretion);

(b)              maintained, oiled and greased during the Hire Period in accordance with information provided by A1 Slashing AU. or otherwise displayed on the Equipment.

 

Remote Hire

44. Where the Equipment is at any time hired by the Hirer for a location in a Remote Area, the Hirer will pay an additional charge for any servicing and repair of the Equipment, and for any other attendance at the Remote Area by A1 Slashing AU. (Remote Area Charges). The Remote Area Charges will be calculated on a per kilometre rate travelled by A1 Slashing AU. staff to and from the Remote Area, plus labour costs per staff member per hour (including travelling times) at scheduled rates, and direct travelling costs including accommodation charges incurred by A1 Slashing AU. and its staff in connection with travel to and from the Remote Area.

Descriptive Matter, etc

45. The descriptions, illustrations and performance standards (if any) contained in any Descriptive Matter do not form part of an Agreement. The Hirer acknowledges that it has not relied upon any descriptions, illustrations and performance standards contained in any Descriptive Matter as an inducement to entering into any Agreement with A1 Slashing AU..  The Hirer must determine whether the Equipment requested by the Hirer and supplied by A1 Slashing AU. is adequate for the purpose intended by the Hirer. A1 Slashing AU. is not capable of determining all of the Hirer’s objectives in relation to the Equipment and relies on the Hirer as to whether any Equipment is adequate to achieve the Hirer’s purpose and objectives.

Hirer’s Warranties and Indemnities

46. The Hirer agrees that the Equipment has been received by the Hirer in clean and good working order. The Hirer must inspect the Equipment forthwith upon taking Delivery and must immediately thereupon notify A1 Slashing AU. in writing of any evident defect/damage or other grounds for rejection of the Equipment. Upon such notification the Hirer must:
    • specify all grounds relied upon by it in its rejection of the Equipment;
    • provide good quality evidence of the grounds for its rejection of the Equipment; and
    • allow A1 Slashing AU. the opportunity to inspect the Equipment.
47. The Hirer warrants that:

(a)              the Equipment will be used in accordance with the terms and conditions outlined in this Agreement and only for the purpose for which such Equipment is intended;

(b)              the particulars given by it in the Hire Schedule are correct in every respect and are not misleading in any way including, without limitation, by omission;

(c)              it is the Hirer’s responsibility to ensure that the operator of the Equipment holds the current licences and all necessary approvals to operate the Equipment. A1 Slashing AU. does not accept any responsibility or liability for operator licensing;

(d)              the Equipment will not be used for any illegal purpose;

(e)              the Hirer will not, without A1 Slashing AU.’s prior written permission, tamper with, repair or modify the Equipment in any way, or permit another to do so;

(f)               the Hirer agrees that the Equipment complies with its description, is in merchantable condition and is fit for the Hirer’s purpose.

48. To the full extent permitted by law, the Hirer releases, discharges and indemnifies A1 Slashing AU. from all claims and demands by third parties upon A1 Slashing AU., including damage to property or livestock or injury to persons, arising out of or consequent on the use or misuse of the Equipment by the Hirer or its servants, agents or invitees, whether arising during the Hire Period or otherwise.

Default by Hirer

49. A1 Slashing AU. may retake possession of the Equipment at any time without notice if:

(a)        the Hirer is in breach of any provision of this Agreement;

(b)        the Hirer does not pay the Hire Fees by the Due Date; or

(c)        the Hire Period ends and the Hirer has not returned the Equipment to A1 Slashing AU..

50. All costs incurred by A1 Slashing AU. in repossessing the Equipment are to be paid by the Hirer.
51. The Hirer grants A1 Slashing AU. permission to enter any premises where the Equipment is situated to decommission, recover or remove that Equipment.
52. In addition to A1 Slashing AU.’s right to retake possession following any breach of any provision of this Agreement by the Hirer and without derogation from A1 Slashing AU.s other rights at law, A1 Slashing AU. may (in its sole discretion) terminate this Agreement and/or sue the Hirer for recovery of any loss or damage suffered by A1 Slashing AU..

 

A1 Slashing AU.’s Warranties

53. Under applicable State, Territory and Commonwealth law (including, without limitation, the ACL), certain Non-Excludable Conditions may be implied into these Terms and Conditions. Nothing in these Terms and Conditions purports to modify or exclude the Non-Excludable Conditions.
54. Except as expressly set out in these Terms and Conditions or in respect of the Non-Excluded Conditions, A1 Slashing AU. makes no warranties or other representations under these Terms and Conditions or the Agreement generally including, without limitation, as to the quality, merchantability or suitability of any Equipment. A1 Slashing AU.’s liability in respect of any such warranties is limited to the fullest extent permitted by law.
55. Except as provided in these Terms and Conditions and to the maximum extent permitted by law, all express and implied warranties, guarantees and conditions under statute or general law as to merchantability, description, quality, suitability or fitness of Equipment for any purpose or as to design, application of Equipment, materials or workmanship or otherwise are expressly excluded.
56. Any liability of A1 Slashing AU. pursuant to any warranty which cannot be excluded by law will not exceed either the cost of repairing the Equipment or for the cost of resupplying the Equipment, at A1 Slashing AU.’s sole discretion.
57. A1 Slashing AU. is not liable for any loss or damage, loss of income, loss of profits, loss of markets, loss of reputation, loss of buyers, loss of use, loss of opportunity, loss of business, loss of reputation or goodwill, loss of value or use of intellectual property or other proprietary Rights even if A1 Slashing AU. had knowledge that such loss or damage might arise or for any other indirect, incidental, special or consequential loss or damage howsoever arising out of supply of the Equipment or out of the Hirer’s relationship with A1 Slashing AU. connected to the Agreement including, without limitation, A1 Slashing AU.’s breach of contract, negligence, wilful act or omission or other default including to the extent that such conduct or default is outside the “four corners” of the Agreement, or deviates from it or defeats its main object.

Rights in relation to Equipment

58. The Equipment remains the property of A1 Slashing AU. (or of any other supplier on behalf of whom A1 Slashing AU. is supplying the Equipment) and:
    • the Hirer has no Right or claim to any interest in Equipment to secure any liquidated or unliquidated debt or Obligation A1 Slashing AU. owes to the Hirer;
    • the Hirer cannot claim any charge or lien over any Equipment;
    • the Hirer will not create any absolute or defeasible interest in the Equipment in relation to any third party except as may be expressly authorised by A1 Slashing AU..

PPSA

59. The Hirer acknowledges and agrees that:
    • unless the Hirer provides express prior notification to A1 Slashing AU. to the contrary, all Equipment supplied by A1 Slashing AU. to the Hirer is acquired in the course or furtherance of an enterprise by the Hirer, and is commercial property as defined in s.10 of the PPSA; and
    • each Agreement with A1 Slashing AU. constitutes a Security Agreement in writing and a PMSI for the purposes of the PPSA which will:
      • subsist in all Equipment that have been supplied, and that will be supplied, by A1 Slashing AU. to the Hirer until that Equipment has been returned to A1 Slashing AU. in full; and
      • subsist in all Collateral to secure all monies owing by the Hirer to A1 Slashing AU. from time to time.

60. The Hirer hereby consents to A1 Slashing AU. recording the details of this Agreement on the PPSR and undertakes to:
    • 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 A1 Slashing AU. may reasonably require to:
      • register a Financing Statement or Financing Change Statement in relation to a Security Interest on the PPSR;
      • register any other document required to be registered by the PPSA; or
      • correct a defect in a statement or document referred to in clause 60(a)(i)or 60(a)(ii);
    • indemnify, and upon demand reimburse, A1 Slashing AU. for all expenses (including legal costs) incurred in registering a Financing Statement or Financing Change Statement on the PPSR or releasing any property charged thereby;
    • not register a Financing Change Statement in respect of a Security Interest without the prior written consent of A1 Slashing AU.;
    • not grant a Security Interest nor register, nor permit to be registered, a Financing Statement or a Financing Change Statement in relation to any Equipment in favour of a third party without the prior written consent of A1 Slashing AU.;
    • immediately advise A1 Slashing AU. of any material change in its business practices of on-supply of Equipment which would result in a change in the nature of proceeds derived from such supply.
61. A1 Slashing AU. and the Hirer agree that sections 96 and 125 of the PPSA do not apply to the Security Agreement created by an Agreement.
62. The Hirer waives any right or entitlement to receive notice of the registration of any Security Interests created by this Agreement on the PPSR and, without limitation, waives:
    • its Rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA;
    • its Rights as a Grantor and/or a debtor under sections 142 and 143 of the PPSA; and
    • unless otherwise agreed in writing by A1 Slashing AU., the Right to receive a verification statement or other notice in accordance with section 157 of the PPSA.
63. The Hirer must unconditionally ratify any actions taken by A1 Slashing AU. under clauses 60 to 62.
64. The Hirer acknowledges and agrees that if:
    • title to Collateral has not passed to the Hirer; and
    • where A1 Slashing AU. has seized such Collateral as contemplated by Division 2 of Part 4.3 of the PPSA (or has seized such Collateral in another manner);

then:

• to the extent permissible under the PPSA, nothing in s.125 or in s.134(1) or in other sections of the PPSA is to be taken to prevent A1 Slashing AU. from retaining such Collateral, without any obligation to take any further step in relation to disposal of the Collateral or any obligation to give notice to the Hirer in connection with such Collateral. It is intended that if this clause is deemed to be unenforceable or illegal, then it be severed from these Terms and Conditions without affecting the validity of other provisions of these Terms and Conditions.

65. Subject to any express and permitted provisions to the contrary, nothing in these Terms and Conditions is intended to have the effect of contracting out of any other provisions of the PPSA.

Security and Charge

66. In consideration of A1 Slashing AU. agreeing to supply the Equipment, the Hirer charges (and grants a Security Interest over) all of its Rights, title and interest (whether joint or several) in any land, realty, Collateral or other assets owned by the Hirer either now or in the future and capable of being charged, to secure the performance by the Hirer of its Obligations under an Agreement (including, without limitation, the payment of all moneys owed by the Hirer to A1 Slashing AU. from time to time).
67. The Hirer indemnifies A1 Slashing AU. from and against all of A1 Slashing AU.’s costs and disbursements, including legal costs on a full indemnity basis, incurred in exercising A1 Slashing AU.’s Rights under clause 66.
68. The Hirer irrevocably appoints A1 Slashing AU. and each director of A1 Slashing AU. as the Hirer’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of clause 66 including, without limitation, signing any document on the Hirer’s behalf.

Cancellation

69. A1 Slashing AU. may cancel an Agreement at any time by giving written notice to the Hirer. On giving such notice A1 Slashing AU. will repay to the Hirer any money paid by the Hirer for any unexpired portion of a Hire Period (subject to any Rights of set-off that A1 Slashing AU. may have). A1 Slashing AU. will not be liable for any loss or damage whatsoever arising from such cancellation.
70. Cancellation of a Request for Hire by the Hirer will not be accepted once Delivery has commenced.
71. In the event that the Hirer cancels the Request for Hire of any Equipment once delivery has commenced, the Hirer will be liable for any and all loss or damage incurred (whether direct or indirect) by A1 Slashing AU. as a direct result of the cancellation (including, without limitation, any loss of profits).

Guarantee

72. In consideration of A1 Slashing AU., at the request of the Hirer and of the Guarantor, entering into an Agreement the Guarantor unconditionally (and jointly and severally where there is more than one Guarantor):

(a)       guarantees the Hirer’s Obligations to A1 Slashing AU. pursuant to the Agreement; and

(b)        indemnifies A1 Slashing AU. against any loss, damage or liability A1 Slashing AU. incurs arising from or connected with the Hirer’s Obligations to A1 Slashing AU. pursuant to the Agreement.

73. Each of the Guarantor’s Obligations arising from this guarantee and the Agreement:

(a)        is a principal Obligation and will not be treated as ancillary or collateral to any other Right or Obligation however created or arising;

(b)        may be enforced against the Guarantor without A1 Slashing AU. first being required to exhaust any remedy it may have against the Hirer or to enforce any security it may hold with respect to the Hirer’s Obligations;

(c)        is a continuing guarantee and indemnity for the whole of the Hirer’s Obligations under any Agreement and is irrevocable and remains in full force and effect until discharged; and

(d)        will not be considered as wholly or partially discharged by the performance at any time of any of the Hirer’s Obligations or by any settlement of account or by any other matter or thing whatsoever and will apply to the present and future scope of the Hirer’s Obligations.

74. The liability of the Guarantor is absolute and will not be affected by any act, omission, matter or thing which but for this provision might operate to release or otherwise exonerate the Guarantor from the Guarantor’s Obligations in whole or in part including:

(a)        the grant to the Hirer or any other person of any time, waiver or other indulgence or concession, or the discharge or release of any other security held by A1 Slashing AU. in respect of the Hirer’s Obligations;

(b)        any transaction or arrangement that may take place between A1 Slashing AU. and the Hirer, the Guarantor or any other person;

(c)        the insolvency of the Hirer;

(d)        A1 Slashing AU. exercising or refraining from exercising any other security or any of the Rights, powers or remedies conferred on it by law or by the Agreement or any other agreement with any person, or taking or failing to take any other security;

(e)        the variation (including a variation which increases the Hirer’s Obligations), extinguishment, unenforceability, failure, loss, release, discharge, abandonment or transfer either in whole or in part of the Agreement, or any security now or in the future held by A1 Slashing AU. from the Hirer, the Guarantor or any other person;

(f)         the Hirer’s Obligations or any part of them being or becoming wholly or partially illegal, void, voidable, or unenforceable;

(g)        the failure by A1 Slashing AU. to give notice to the Guarantor of any default by the Hirer under the Agreement;

(h)        any legal limitation, disability, incapacity or other circumstances related to the Hirer;

(i)         the failure of any Guarantor to execute the Agreement containing this guarantee, or the granting of this guarantee by any Guarantor being or becoming void or voidable; or

(j)         the expiry or termination of this Agreement.

75. This Guarantee extends to cover all, any and each individual Agreement/s between A1 Slashing AU. and the Hirer as amended, varied or replaced, either with or without the consent of the Guarantor.
76. If the Hirer becomes insolvent, the Guarantor authorises A1 Slashing AU. to prove for all moneys which the Hirer or any other person will have paid under the Agreement and to retain and to carry into a suspense account and to appropriate at the discretion of A1 Slashing AU. any dividends received in the insolvency of the Hirer and all other moneys received in respect of the Hirer’s Obligations until A1 Slashing AU. has been paid in full in respect of the Hirer’s Obligations.

Confidentiality and Intellectual Property

77. The Hirer must keep strictly confidential all financial, technological, strategic and other business information of A1 Slashing AU. which has been divulged to or become known by the Hirer in the course of its dealings with A1 Slashing AU. and which is not generally known outside A1 Slashing AU.’s and the Hirer’s respective organisations. The Hirer must only use such confidential information for the purpose for which it was disclosed, and only disclose the confidential information to those in its organisation who need to know in connection with the purpose for which it was disclosed.  No disclosure may be made to anyone else without the written consent of A1 Slashing AU. (with the exception of disclosure required by law, in which case prior notice of the disclosure must be given to A1 Slashing AU.).
78. A1 Slashing AU. retains ownership in all Intellectual Property created by A1 Slashing AU. in connection with the Equipment. Provided that the Hirer pays all amounts due to A1 Slashing AU. under the Agreement, A1 Slashing AU. grants the Hirer a revocable and royalty-free non-exclusive licence to the extent only to use such relevant Intellectual Property for the purpose of the use of the Equipment only (but not to further exploit the Intellectual Property).

Notices

79. Any formal notice by one party to the other required by these Terms and Conditions or an Agreement must be in writing, and sent to the address for a party with which it normally deals (or to such other address for service of notices that a party has advised to the other). Notices are taken to be received:
    • if hand delivered, at the time of delivery;
    • if posted, on the 3^rd day after posting within Australia (or the 5^th day after posting for international mail);
    • in the case of email or facsimile transmission, at the time of successful transmission.

General

80. The failure by A1 Slashing AU. to enforce any provision of these Terms and Conditions will not be treated as a waiver of that provision, nor will it affect A1 Slashing AU.’s Right to subsequently enforce that provision. If any provision of these Terms and Conditions is invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions will not be affected, prejudiced or impaired thereby.
81. These Terms and Conditions and each Agreement will be governed by the laws of the State of Queensland, Australia, and are subject to the exclusive jurisdiction of the courts in that State.
82. The Hirer shall not be entitled to set off against, or deduct from the Hire Fees, any sums owed or claimed to be owed to the Hirer by A1 Slashing AU. nor to withhold payment of any invoice because part of that invoice is in dispute.
83. The Hirer acknowledges and agrees that where any Equipment supplied by A1 Slashing AU. to the Hirer relates to Construction Work, each invoice or other payment claim rendered by A1 Slashing AU. to the Hirer will be a payment claim made under the Building Industry Fairness (Security of Payment) Act 2017 (Qld).
84. A1 Slashing AU. may assign, license or sub-contract all or any part of its Rights and Obligations without the Hirer’s consent.
85. Neither party will 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 that party.
86. The Hirer warrants that it has the power to enter into the Agreement and has obtained all necessary authorisations to allow it to do so, it is not insolvent and that the Agreement creates binding and valid legal Obligations on it.
87. Neither these Terms and Conditions nor an Agreement based on them will be interpreted, construed or applied adversely to A1 Slashing AU. by reason of their having been drafted by or on behalf of A1 Slashing AU..
88. Any Hire Schedule and/or Credit Application to which these Terms and Conditions may be annexed may be executed in one or more counterparts, which when taken together, will be deemed to constitute one and the same agreement. The parties:
    • consent to the application of the Electronic Transactions (Queensland) Act 2001(Qld) and corresponding federal legislation; and
    • agree to the formation of agreement by electronic means and using electronic signatures.