Terms & Conditions

1.0 APPLICATION OF GENERAL TERMS AND CONDITIONS

1. These General Terms and Conditions will apply to the sale, hire or supply of any Goods and the provision of any Services by the Company to the Customer and will form part of any Contract resulting from the Company’s acceptance of an Order whether or not the Customer has signed a copy of these General Terms and Conditions.
2. In the event of any inconsistency between the terms of the Contract and the terms of a document issued by the Customer, the Customer agrees the terms of the Contract will prevail.
3. The following order of priority will apply to the documents forming a Contract unless otherwise agreed:
  - Purchase Order;
  - Ausco General Terms and Conditions;
  - Any other terms provided by the Company.

2.0 DEFINITIONS AND INTERPRETATIONS

In these General Terms and Conditions:

“Application for Credit” means an application for credit form completed by the Customer and submitted to the Company; “Claim” includes a claim, notice, demand, action, proceeding, litigation, investigation, judgment, order, settlement sum, damage, loss, cost, expense or liability however arising, whether present, unascertained, immediate, future or contingent, whether based in contract, tort or statute and whether involving the Company, the Customer, any Guarantors or a third party; “Company” means the company providing the Goods and/or Services to the Customer being Murlaw Pty Ltd t/as Ausco Products (ABN 65 052 413 073) and/or Ausco Communications Pty Ltd or any of the companies’ successors;

“Contract” means, as the context permits or requires, a Purchase Contract or a Hire Contract; “Credit Account” means the Customer’s credit account with the Company established on the terms set out in the Credit Agreement;

“Credit Agreement” means the agreement between the Company and the Customer for the supply of Goods and/or Services on credit, formed by written acceptance by the Company of the Credit Application;

“Delivery” means the Company making the Goods available to the Customer in the manner set out in clause 4.3;

“Delivery Date” means the date on which the Goods are deemed to be Delivered to the Customer

“Delivery Point” means the location at which the Goods will be Delivered to the Customer

“Good Operating Practice” means the highest practical standards from time to time, including practices, methods and acts, together with the exercise of that degree of skill, diligence, prudence and foresight that reasonably would be expected from an experienced and competent person under conditions comparable to those applicable to the relevant activities in light of known facts which reasonably should have been known at the time, and consistent with applicable laws and authorisations;

“Goods” means all goods or services supplied by the Company whether by way of sale or hire to or at the direction of the Customer from time to time (and, in relation to any security interest in the Goods, includes any proceeds). The Goods may be “other goods” (such as spare parts) or “motor vehicles” or both as classified under the PPSA Law;

“Guarantor” means a person that guarantees to the Company the performance of the Customer;

“Hire Charges” mean rental instalments set out in any Order for Hire or other document that forms part of the Hire Contract; “Hire Contract” means a contract for the hire of Goods by the Company to the Customer formed on the acceptance by the Company of the Customer’s order for hire whether this is done by way of Purchase Order or email or other means and includes all other documents nominated by the Company.

“Intellectual Property” means all rights in any knowledge of secret processes, technical know- how, techniques, discoveries, inventions, ideas, research, engineering and manufacturing methods, practices, systems, formulae, drawings, designs (including without limitation all engineered drawings for custom made fabricated goods and the Company’s skyhooks), specifications, manuals, trade secrets and special purpose computer programmes, financial, marketing and other confidential information and data subsisting in or relating to the Goods, the supply, hire or sale of the Goods or the Company’s business;

“Invoice” means an invoice issued by the Company to the Customer;

“Order” means as the context permits or requires, a Purchaser Order or an Order for Hire; “Order for Hire” means a written offer by the Customer to hire Goods from the Company;

“Party” means either the Company or the Customer as the context requires and “Parties” means both;

“Payment Date” means:

- with regards to a Purchase Contract, the latest date on which the Customer must pay an Invoice as determined in accordance with clause 4.2;
- with regards to a Hire Contract, the dates on which the Hire Charges are payable as set out in any Order for Hire or other document that forms part of the Hire Contract; and

“PPSA Law” means the Personal Property Securities Act together with any subsidiary legislation or regulations made under the PPSA and any amendment to a PPS Law from time to time; “PPSA Register” means the register established under the PPSA Law;

“PPSA” means the Personal Properties Securities Act (2009) (Cth) as amended from time to time;

“Privacy Act” means the Privacy Act 1988 (Cth) as amended from time to time;

“Purchase Contract” means a contract for the sale of Goods by the Company to the Customer formed on the acceptance by the Company of a Purchase Order;

“Purchase Order” means a written offer by the Customer to purchase Goods or Services from the Company prepared by the Company or prepared by the Client (and accepted by the Company);

“Security Interest” has the same meaning as under the PPSA Law; “Services” means any services to be carried out by the Company at the request of the Customer in accordance with these General Terms and Conditions;

“Term” means, as the context permits or requires the period commencing on the Delivery Date and ending on the date or at the expiry of the period set out in the Order for Hire or as varied by the Parties.

3.0 GENERAL TERMS

3.1 QUOTATIONS

1. Any quotation issued by the Company is not an offer to sell, hire or supply any Goods or Services and may be withdrawn or varied at any time prior to a related Order being accepted by the Company in accordance with clause 3.2. A quotation will only be valid for 30 days from its date of issue unless extended in writing by the Company. All prices quoted by the Company are subject to variation in accordance with clause 5.7.2 and relate to the sale, hire or supply of Goods, or Services, under these General Terms and Conditions.

3.2 ACCEPTANCE OF ORDERS

1. The Customer may request the Company to sell, hire or supply Goods or Services to the Customer in accordance with these General Terms and Conditions by providing an Order to the All Orders received by the Company are subject to acceptance by the Company. The Company may accept or reject an Order in whole or in part in its absolute discretion.
2. The acceptance of an Order by the Company will not be or imply acceptance of any terms or conditions in the Order which are inconsistent with these General Terms and Conditions or, if the Customer has a Credit Account with the Company, which are inconsistent with the terms of the Credit Agreement.

3.3 LATE PAYMENTS AND INTEREST

1. Interest must be paid on any unpaid or outstanding amount payable to the Company, calculated from the due date for payment until final payment has been received by the Company, charged at the rate of 10% per annum.
2. Any and all expenses, costs and disbursements incurred by the Company in recovering or seeking to recover any outstanding monies due from the Customer including (without limitation) debt collection, agency fees and solicitors’ costs, shall be payable by the Customer to the Company on demand.
3. All sums payable by the Customer to the Company, whether such amounts are due for payment, will immediately become due and payable if:
  - any payment by the Customer to the Company is overdue, in whole or in part;
  - the Customer is otherwise in default under any Contract or Credit Agreement or any Contract or Credit Agreement is terminated; or
  - the Customer or any Guarantor shall become bankrupt or commit any act of bankruptcy or enter into an arrangement with its creditors or have judgment entered against it in any court or, being a company, have a provisional liquidator, voluntary administrator, receiver or manager appointed or otherwise suffer some form of insolvency administration.

3.4 TAXES AND DUTIES

1. Unless stated otherwise, prices quoted to the Customer or set out in the Contract do not include any applicable taxes, and duties including (without limitation) GST which are all payable by the Customer.

3.5 TERMINATION

1. The Company may, without notice, terminate a Contract if:
  - the Customer breaches any term of the Contract (including, without limitation, failing to pay an amount payable by the due date or failing to insure the Goods as required under the Contract);
  - the Customer becomes bankrupt or insolvent, executes a personal insolvency agreement, enters into liquidation, administration, receivership or ceases to carry on business; or
  - The Customer’s conduct indicates that it no longer intends to be bound by the Contract.

3.6 PERSONAL PROPERTY SECURITY ACT 2009 (PPSA) LAWS AND SECURITY

1. To the extent that a Security Interest arises under any Credit Agreement or Contract, or any transaction contemplated by them in favour of the Company as the secured party:
  - the Customer acknowledges that the Security Interest will attach to any proceeds or any accession;
  - the Customer agrees to the Company effecting a registration on the PPSA Register (in any manner the Company considers appropriate) in relation to any Security Interest and the Customer agrees to provide all assistance reasonably required to facilitate this (including paying all costs in connection with effecting, maintaining, amending or discharging that registration);
  - the Customer waives the right to receive any verification statement (or notice of any verification statement) in respect of a registration made on the PPSA Register; and
  - the Customer must not, without first giving the Company 14 days’ prior written notice, change its name, ABN or any other identifiers which are required to be recorded on the PPSA Register in connection with any Security Interest.
2. The Customer and the Company agree that to the extent section 115(1) of the PPSA allows them to be excluded, sections 95 (to the extent that it requires the Company to give notice to the Customer), 96, 121(4), 125, 130 (to the extent that it requires the Company to give notice to the Customer), 132(3)(d), 132(4), 142 and 143 do not apply to the enforcement by the Company of any Security Interest arising under any Credit Agreement or Contract or the transactions contemplated by them.
3. In consideration of the Company providing Goods and/or Services the Customer hereby charges and creates in the Company’s favour a security interest in the Customer’s present and future interests in any real property or other property and agrees to execute such instrument of security as the Company requires.

3.7 APPLICATION OF PAYMENTS

1. All payments to the Company must be made in the way reasonably required by the Company (which may include electronic funds transfer).
2. If the Customer makes a payment to the Company at any time, whether in connection with a Contract or otherwise, the Company may apply the payment to any part of the amounts owed by it to the Company as the Company sees
3. The Company may, in its absolute discretion, offset any amount due from the Company to the Customer against any amount due from the Customer to the Company, or which will in the future be due from the Customer to the Company, whether in connection with a Contract or otherwise.

3.8 CONFIDENTIALITY

1. The Company and the Customer acknowledge and agree that, neither party may disclose any confidential information or documents supplied by another party that is not publicly available, unless required by law to do so.

3.9 DISPUTE RESOLUTION

1. If at any time any question, dispute or difference whatsoever shall arise between the Customer and the Company upon, in relation to, or in connection with a sale, hire or supply of Goods or Services (“Dispute”) such Dispute must be dealt with by the parties following this procedure before either party may take legal actions against the other:
  - The disputing party shall provide a written notice to the other party outlining the Dispute (“Dispute Notice”).
  - After receipt of the Dispute Notice the parties shall, within 7 days, arrange for a meeting of senior representatives to attempt to resolve the Dispute.
  - If the Dispute cannot be resolved by the senior representatives, then either party may initiate legal proceedings.

3.10 TRUST

1. If the Customer is a trustee of any trust or settlement including, but not limited to, any trust specified in an Application for Credit, the Customer enters into any Credit Agreement or Contract in its personal capacity and in its capacity as trustee, and is liable in both of those capacities;

3.11 NO ASSIGNMENT

1. The Customer must not, without the Company’s prior written consent, transfer, assign, encumber or otherwise dispose of any of the Customer’s rights or obligations under any Contract, Credit Agreement or these General Terms and Conditions.

3.12 WAIVER

1. No waiver of any term of any Contract, Credit Agreement or these General Terms and Conditions will be valid unless such waiver is in writing and signed by the Company. If the Company does not enforce any right or delays in enforcing any right under any Contract, Credit Agreement or these General Terms and Conditions, this must not be construed as a waiver of such right.

3.13 GOVERNING LAW

1. These General Terms and Conditions and any Contract will be governed by and determined in accordance with the laws of Western Australia.

4.0 GENERAL TERMS OF SUPPLY OF GOODS AND SERVICES

4.1 ORDERS

1. All orders are to be in writing accompanying a Purchase Order/Purchase Contract.

4.2 TERMS OF PAYMENT

1. The Company will invoice the Customer for the price of the Goods being the price set out in the Purchase Contract plus any applicable GST and/or charges in relation to the supply of the Goods.
2. Payment of the Invoice will be stated on the Invoice and, if no time is stated, then payment is within 30 days of the date of the invoice. Failure to comply may result in the cancellation of Trading/Credit Account.
3. If the Customer does not hold a current Trading/Credit Account with the Company, then payment of the Invoice must be made prior to despatch/collection.
4. The Customer must pay the amount stated in the Invoice in full and cleared funds either by way of cheque or electronic transfer.
5. The Company reserves the right to issue an Invoice for partial supply / deliveries.

4.3 DELIVERY

1. Delivery shall be determined at the time of quotation and/or purchase order unless otherwise specified by the Company. Otherwise, ex works applies and the Customer is responsible for the delivery.
2. If a third party is engaged to provide freight and/or collection of the Goods, the Customer shall be responsible for all transit The Company shall not be liable in any way for any non- delivery, late delivery, or damage to the Goods while in the possession of the third party.
3. The time for payment of the Invoice will be stated on the Invoice and, if no time is stated, then payment is within 30 days of the date of the invoice.

4.4 TIME FOR DELIVERY

1. The time within which the Company may advise the Customer that it will make Delivery of Goods will be regarded as a best estimate, but will not be guaranteed and may be subject to extension to cover delays caused by or contributed to by Government priorities, manufacturers or suppliers, strikes, lockouts, breakdowns, delays in transport, fire, late delivery of raw material or components, or any other cause beyond the control of the Company and no responsibility will be accepted by the Company for the consequences of any such delays.
2. If, as a result of cause beyond the Company’s reasonable control, the Company determines that it will not be able to deliver all or part of the Goods the subject of a Contract within a reasonable timeframe, the Company may terminate the On such termination, both parties release each other from any Claims in relation to the Contract and in respect of the termination.
3. The Company may effect Delivery of the Goods the subject of a Contract as a whole or in separate parts.
4. The Customer acknowledges and agrees that the Company will not be liable for and the Customer releases the Company from any liability in respect of any loss, damage or expense that the Customer may suffer or incur arising out of or contributed to by any delays in obtaining the Goods.

4.5 RETENTION OF TITLE

1. Title of goods remain the sole and absolute property of the Company and not pass to the Customer as the legal and equitable owner until the Customer has paid the Company in full.
2. If the Customer sells, transfers, hires, leases, disposes of or part with possession of the Goods the proceeds must be held by the Customer on trust for the Company.
3. If the Contract relating to the Goods is terminated before title of the Goods has passed to the Customer, the Company may retake possession of the Goods and the Customer must do everything in the Customer’s power and at the Customer’s own expense to ensure the Company can lawfully enter any premises where the Goods are location and remove the Goods.

4.6 FREIGHT

1. All Freight charges will be the responsibility of the Customer, unless agreed to. All care is taken when the goods are despatched, however the Company does not accept responsibility for any delay loss, shortage or damage occurring in transit.

4.7 RETURNS

1. All goods supplied in accordance with the Customers instructions may, if agreed by the Company for credit, within 14 days of supply. The Company reserves the right to charge a restocking fee.
2. Any specifically made, manufactured or procured items, other than stock lines are strictly non-refundable.

4.8 WARRANTY

1. The Customer must satisfy themselves as to the suitability of the product prior to purchase. The Company will not be liable for any loss, injury or damage caused/arising through the use, failure, unsuitability, or defect goods supplied.
2. The Company’s Goods come with guarantees that cannot be excluded under the Australian Consumer Law. The Customer is entitled to have the Goods repaired or replaced if the Goods fail to be of acceptable quality and the failure does not amount to a major failure.
3. Subject to any warranties which are implied by law and cannot otherwise be excluded, the Company excludes all other warranties, conditions or liability in relation to the manufacture, sale, hire, use or supply of the Goods and the supply of the Services and the Company will not be liable for any claim for direct, indirect or consequential loss or damage arising out the or contributed to by the manufacture, sale, hire, use or supply of the Goods or the supply of the Services.
4. The Company makes no representation or warranty in relation to the supply of spare parts or the availability of facilities for the repair of the Goods (or any part thereof).

4.9 SUITABILITY

1. The Customer acknowledges and agrees that it has made its own enquires as to the suitability of the Goods (or any part of the Goods) for the Customer’s intended use and the Customer does not rely on any statement, representation or information provided by or on behalf of the Company in relation to the Goods (including the use of the Goods) other than the statements, representations and information set out in writing in the Contract for the Goods.

4.10 RELEASE & INDEMNITY

1. The Customer releases and discharges the Company from all claims and demands on the Company and any loss or damage whatsoever and whenever caused to the Customer of any other person of any nature or kind and indemnifies and holds the Company harmless from and against all liabilities, losses, damages, costs or expenses incurred or suffered by the Company and from and against all actions, proceedings, claims or demands made against the Company, arising in either case as a result of, or which has been contributed to by:
  - the Customer’s failure to comply with any laws, rules, standards, or regulations applicable to the Goods or use of the Goods;
  - the Customer’s failure to keep any Goods which are the property of the Company safe and secure;
  - any use of the Goods contrary to any instructions or warnings given by the Company or the manufacturer of the Goods;
  - any other negligence or any breach of duty by the Customer;
  - any compliance or adherence by the Company with any instruction by the Customer; of
  - any reliance by the Company on any representation by the Customer.
2. The parties agree and acknowledge that, for the purposes of clause 4.13.1 reference to the Customer includes the Customer’s agents, employees, directors, representatives and contractors and any person or party who uses the Goods or claims an interest in the Goods as a result of a transaction with, or otherwise with the permission of, the Customer.

4.11 INSPECTION AND TESTING

1. The Customer must inspect all Goods immediately upon the Goods being Delivered and notice of any Claim by the Customer in relation to the Goods (including but not limited to any Claim that the Goods were damaged prior to Delivery or do not accord with the relevant Order) must be made by the Customer in writing and received by the Company within 24 hours of the Delivery Date and, subject to clauses 4.8 and 4.10, any Claims not made within that period will be deemed to be waived.

4.12 INSURANCE AND RISK

1. All Goods (and any part of the Goods) will be at the Customer’s risk from the Delivery Date. The Company will not be responsible for any loss or damage to the Goods occurring after such time and no such loss or damage will affect the obligation of the Customer to pay any amount relating to the supply of the Goods in accordance with these General Terms and Conditions.
2. If requested by the Company, the Customer must take out and maintain an insurance policy which terms satisfy the Company’s insurer, to cover the following:
  - any insurable loss in respect of the Goods howsoever caused between the Delivery Date and the earlier of:
  - the Company receiving full payment of the Invoice relating to the Goods; and
  - the Customer returning the Goods to the Company and the Company accepting the return of the Goods in accordance with these General Terms and Conditions.
  - General Third-Party Public and Products Liability with a limit of liability of not less than $20,000,000.
  - Worker’s Compensation and Occupational/Industrial Disease and any other insurance required at law relating to the Customer’s Worker’s Compensation liability to any person for the amount advised by the Company.
3. The insurance policy must:
  - note the Company’s interest in the Goods;
  - be on terms and for an amount satisfactory to the Company; and
  - be with an insurer approved by the
  - extend to indemnify the Company as principal and provide a waiver by the insurer of all rights of subrogation action or relief against the Company.
4. The Customer must provide written evidence of such insurance policy to the Company within 7 days of receiving a request to do so from the Company.
5. Unless the Company otherwise agrees in writing, the Company will not insure the Goods after the Delivery If the Company does agree to insure the Goods after the Delivery Date, such insurance will be at the Customer’s expense.
6. Notwithstanding the termination, completion or expiry of any Contract, the Customer must keep any Goods which are the property of the Company and are in its custody, possession, or control, safe and secure.

4.13 INTELLECTUAL PROPERTY

1. Title, right and interest in the Intellectual Property is and will remain the property of the Company.
2. In dealing with the Intellectual Property, the Customer must not:
  - disclose or furnish the Intellectual Property to any other person and all reasonable precautions must be taken to protect such confidentiality.
  - copy, distribute, transmit, display, perform, reproduce, publish, licence, modify, rewrite, allow or permit derivative works to be created from, transfer or sell the Intellectual Property; or
  - allow copies of the Intellectual Property to be printed, published, made, reproduced or otherwise communicated without acknowledging the Company’s right, title and interest in the Intellectual Property.

5.0 CONDITIONS OF HIRE

5.1 OWNERSHIP AND INTEREST IN THE GOODS

1. The Goods (including any accessory, part, or add-on) remain the property of the Company at all times and the Customer only has a right to use them.
2. The Customer must ensure that any replacement part, accessory or add on becomes the Company’s property and is not subject to any Security Any replacement part, accessory or add on forms part of the Goods.
3. The Customer must protect the Company’s interests in the Goods and must not do anything inconsistent with those interests, including attempting to sell or dispose of, grant any interest (including any Security Interest) in or over, part possession with, or place any plates, stickers or marks on, the Goods. However, if the Company requests or if otherwise required pursuant to these General Terms and Conditions, the Customer must put plates, stickers or marks on the Goods which identifies the Company’s interest in them and must not remove any plates, stickers or marks on the Goods which identifies the Company’s interest in
4. The Company may, without the Customer’s consent, transfer the Goods, its interest in any Credit Agreement or Contract or grant another person an interest (including a Security Interest) over either or all of the Goods and a Contract.
5. The Customer must ensure that it has all necessary rights, licences, permits and expertise to use the Goods.

5.2 HIRE CHARGES

1. The Customer must pay the Company, the Hire Charges, together with any other amounts payable by the Customer pursuant to this clause 5.2 on the Payment Dates set out in the Hire Contract or, if no period is stated in the Hire Contract, on the Delivery Date and monthly thereafter during the Term (and any extension or deemed extension of the Term).
2. In addition to the Hire Charges, the Customer must pay the following amounts, if applicable to the Goods hired, on the earlier of the next Payment Date or 30 days after receiving a demand from the Company to do so:
  - consumables and/or trade materials including but not limited to fuel, grease, oil, seals and lubricants supplied or provided by the Company;
  - any levies, registration fees, permit costs, safety certifications or similar expenses relating to the Goods or their use;
  - any costs, expenses or liabilities associated with the use, application or disposal of potentially dangerous goods or environmental contaminants including oil or grease including but not limited to any environmental levy set out in the Hire Contract; and
  - any amounts incurred or payable pursuant to clause 3.4.
3. Notwithstanding clauses 5.2.1 and 5.2.3, if the Customer possesses a current Credit Account with the Company, then payment will be due within the period required under the Credit Agreement. If the Customer does not have a Credit Account Hire Charges must be made up front.
4. The Hire Charges and any other amounts (including fees, charges and expenses) paid under the Hire Contract are not refundable. Unless the Company otherwise agrees in writing, the Customer must pay the Hire Charges for the duration of the Term (and any extension or deemed extension of the Term) regardless of whether the Customer is using the Goods or has returned the Goods to the Company.
5. In addition to any other right the Company may have following a breach of these General Terms and Conditions and notwithstanding the expiry or termination of the Term, the Customer must continue to pay the Hire Charges until the Goods have been returned to the Company in accordance with clauses 5.7.2.
6. Any change, after the earlier of the date of the Company’s quotation (if applicable), the Order or the Contract and before the Payment Date, in the cost of labour, materials, transport, essential services, tariffs, duties, exchange, or any other costs or expenses incurred by the Company must be paid for by the Customer.

5.3 LOCATION OF GOODS

1. The Customer must ensure that in preparing the Goods for transport and in transporting the Goods it:
  - complies with all applicable laws, regulations, approvals, licences or permits;
  - complies with the supplier’s or manufacturer’s specifications and any specific directions provided by the Company; and
  - acts in accordance with best safety practices and Good Operating Practice.
2. The Customer must not attach the Goods to any property without the Company’s consent.
3. If the Goods are attached to land, they do not become fixtures and the Company can remove them in accordance with this Contract and, if the Customer is not the owner of the land, the Customer must acquire from the landowner (including any mortgagee) an agreement that the Goods are not fixtures.
4. The Customer must notify the Company in writing of the location of where the Goods are to be used or ordinarily kept. The Customer must not change the place where the Goods are used or ordinarily kept without the Company’s consent.
5. The Customer must allow the Company to enter any place where any Goods are located to inspect and test the Goods, to ensure that the terms of this Contract are being complied with or to exercise any of the Company’s rights under this Contract. If the Goods are kept on a premises which the Customer does not own, the Customer must get all necessary consents from the owner of the premises (including any mortgagee) to allow the Company to inspect and, if necessary, remove the Goods.

5.4 USE AND MAINTENANCE

1. The Customer must use the Goods only in its business operations and for the purposes for which they are designed. The Customer must ensure that:
  - it complies with all applicable laws, regulations, approvals, licences or permits relating to the use and possession of the Goods;
  - it keeps the Goods clean, properly serviced, in proper working order and condition and in good and substantial repair (fair wear and tear excepted);
  - it uses, operates and possesses the Goods in accordance with the supplier’s or manufacturer’s specifications;
  - it uses, operates and possesses the Goods in accordance with any specific directions provided by the Company;
  - the Goods are only operated by suitably qualified and trained operators;
  - the Goods are kept safe and secure;
  - its use, operation and possession of the Goods is in accordance with Good Operating Practice; and
  - its use, operation and possession of the Goods is in accordance with best safety practices including, but not limited to, ensuring that operators wear suitable clothing and protective equipment, are sober and not under the influence of any drugs, hold adequate licences or competency certificates and observe all safety signs and instructions.
2. The Customer agrees to use, operate, and possess the Goods at the Customer’s risk. Without limiting clause 4.10, the Customer:
  - releases and discharges the Company from all claims and demands on the Company and any loss or damage whatsoever and whenever caused to the Customer of any other person of any nature or kind; and
  - indemnifies and holds the Company harmless from and against all liabilities, losses, damages, costs or expenses incurred or suffered by the Company and from and against all actions, proceedings, claims or demands made against the Company, arising in either case as a result of, or which has been contributed to by the Customer’s possession, operation or use of the Goods.
3. If required by law or otherwise requested by the Company in writing, the Customer must register the Goods and maintain such registrations.
4. The Customer must take proper care of the Goods and keep them clean and in good working order and in good repair (fair wear and tear excepted). The Customer must ensure the Goods are serviced and maintained at its own cost, in accordance with the supplier’s or manufacturer’s specifications and the Company’s or any insurer’s reasonable requests. The Customer must do all things necessary to maintain the supplier’s and manufacturer’s warranties.
5. The Customer must keep all maintenance records, logbooks and all other records relating to the inspection, commissioning, use or alteration of the Goods and make these records available to the Company on request.

5.5 CONDITION OF GOODS

1. If the Goods become unsafe or in a state of disrepair, the Customer agrees to immediately discontinue use of the Goods and to notify the Company immediately. The Customer must:
  - on no account attempt to repair the Goods without the consent of the Company;
  - take all steps necessary to prevent any injury, damage or loss occurring to any property or person as a result of the condition of the Goods;
  - take all necessary steps to prevent further damage or loss to the Goods; and
  - immediately return the Goods to the Company’s premises if required to do so by the Company.

5.6 LOSS OR DAMAGE AND INSURANCE

1. The Customer must protect the Goods from loss or damage.
2. The Customer must notify the Company as soon as possible
  if any Goods are lost, stolen, destroyed, confiscated or
  damaged in whole or in part.
3. If any of the things in clause 5.6.2 occur, the Customer must:
  - at the Company’s election and in the Company’s sole discretion either:
  - at the Customer’s cost, repair the Goods to the satisfaction of the Company or replace the affected Goods with like goods approved by the Company which have at least the same relative value; or
  - pay the Company on demand any costs incurred by the Company in repairing or replacing the Goods; and
  - pay the Company on demand any costs, liabilities or expenses incurred or to be incurred by the Company as a consequence of the occurrence of the event in clause 5.6.2.
4. All Goods (and any part of the Goods) will be at the Customer’s risk from the Delivery Date. The Company will not be responsible for any loss or damage to the Goods occurring after such time and no such loss or damage will affect the obligation of the Customer to pay any amount relating to the supply of the Goods in accordance with these General Terms and Conditions.
5. If requested by the Company, the Customer must take out and maintain an insurance policy, which terms satisfy the Company’s insurer, to cover any insurable loss in respect of the Goods howsoever caused until the Customer has returned the Goods to the Company and the Company has accepted the return of the Goods in accordance with these General Terms and Conditions. The insurance policy must:
  - note the Company’s interest in the Goods;
  - be on terms and for an amount satisfactory to the Company; and
  - be with an insurer approved by the Company.
  - extend to indemnify the Company as principal and provide a waiver by the insurer of all rights of subrogation action or relief against the Company.
6. The Customer must provide written evidence of such insurance policy to the Company within 7 days of receiving a request to do so from the Company.
7. Unless the Company otherwise agrees in writing, the Company will not insure the Goods after the Delivery Date. If the Company does agree to insure the Goods after the Delivery Date, such insurance will be at the Customer’s expense.
8. Notwithstanding the termination, completion or expiry of any Contract, the Customer must keep any Goods which are the property of the Company and are in its custody, possession or control, safe and secure.

5.7 END OF THE TERM AND RETURN OF GOODS

1. The Customer shall hire the Goods for the Term, subject to the terms of the Hire Contract, any Credit Agreement and these General Terms and Conditions, commencing on the Delivery Date.
2. The Customer must, on or before the last day of the Term (or such other time as agreed between the Customer and the Company):
  - return the Goods to the Company, at the Customer’s expense, in good working order, a clean condition and in good repair (fair wear and tear excepted) at a place nominated by the Company or, if no place is nominated, at the Delivery Point;
  - give the Company any certificates of registration, insurance certificates, warranties, log books, instructions and service manuals and other documents relating to them and a signed transfer of all such documents in favour of the Company (or such other person the Company nominates); and
  - pay any amount owing to the Company.
3. Without limiting any other clause in these General Terms and Conditions, if the Company terminates any Contract pursuant to clause 3.7, the Term shall immediately expire and the Customer must return the Goods in accordance with clauses 5.7.2(a) to 5.7.2 (c).
4. If the Company does not receive the Goods in the state required pursuant to clauses 5.7.2(a) the Company may, without limiting any of its other rights following a breach of the Hire Contract or these General Terms and Conditions, take such steps as the Company considers necessary, at the Customer’s cost, to ensure that the Goods are in good working order, a clean condition and in good repair (fair wear and tear excepted).
5. Without limiting the Company’s rights following a breach of clauses 5.7.2, if the Customer retains the Goods with the consent of the Company after the end of the Hire Period and the Customer has not entered into a new rental agreement with the Company with respect to the Goods:
  - the Customer must continue paying Hire Charges as if the last date of the Term had not occurred and the Contract had not ended;
  - these General Terms and Conditions continue to apply; and
  - the Company can give notice to the Customer at any time after the end of the Hire Period to return the If the Customer gives the Company notice under this clause 5.7.5(c), the Customer must return the Goods in accordance with clauses 5.7.2(a) to 5.7.2(c).as if the date specified in the notice was the last date of the Term.

5.8 SUB-LEASING

1. The Customer must not lease, hire, or otherwise part with possession of any Goods which are the property of the Company unless otherwise agreed upon in writing by the Company.