1.1 "Supplier" means Trailer World Limited, its successors and assigns or any person acting on behalf of and with the authority of Trailer World Limited.
1.2 "Client" means the person/s hiring the Goods (and/or purchasing the Goods) as specified in any invoice, document or order, and if there is more than one Client is a reference to each Client jointly and severally.
1.3 "Goods" means all Goods or Services supplied by the Supplier to the Client at the Client's request from time to time (where the context so permits the terms 'Goods' or 'Services' shall be interchangeable for the other).
1.4 "Minimum Hire Period" means the Minimum Hire Period as described on the invoices, quotation, authority to hire, or any other forms as provided by the Supplier to the Client.
1.5 "Price" or "Hire Charges" means the price payable for the purchase and/or hire of the Goods, as agreed between the Supplier and the Client in accordance with clause 5 below.
2.1 The Client is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Client places an order for or accepts the Goods on Delivery.
2.2 These terms and conditions may only be amended with the Supplier's consent in writing and shall prevail to the extent of any inconsistency with any other document or agreement between the Client and the Supplier.
2.3 None of the Supplier's agents or representatives are authorised to make any representations, statements, conditions or agreements not expressed by the manager of the Supplier in writing, nor is the Supplier bound by any such unauthorised statements.
3. Change in Control
3.1 The Client shall give the Supplier not less than 14 days prior written notice of any proposed change of ownership of the Client and/or any other change in the Client's details (including but not limited to, changes in the Client's name, address, contact phone or fax number/s, or business practice). The Client shall be liable for any loss incurred by the Supplier as a result of the Client's failure to comply with this clause.
4. Ordering and Specifications
4.1 Each order which is so accepted shall constitute an individual legally binding contract between the Supplier and the Client.
4.2 All Goods supplied by the Supplier shall be in accordance with the specifications or descriptions (if any) expressly listed or set out on the face of the Quotation or Lease Agreement. No other specification, descriptive material, written or oral representation, correspondence or statement, promotional or sales literature shall form part of or be incorporated by reference into the order.
5. Price and Payment
5.1 At the Supplier's sole discretion the Price shall be either:
- (a) as indicated on any invoice provided by the Supplier to the Client; or
- (b) the Price as at Delivery according to the Supplier's current price list; or
- (c) the Supplier's quoted Price (subject to clause 5.2) which will be valid for the period stated in the quotation or otherwise for a period of 60 days.
5.2 The Supplier reserves the right to change the Price:
- (a) if a variation to the Goods which are to be supplied is requested (including any applicable plans or specifications); or
- (b) in the event of increases to the Seller in the cost of labour or materials, which are beyond the Seller's control.
5.3 At the Supplier's sole discretion, a non-refundable deposit may be required.
5.4 Time for payment for the Goods being of the essence, the Price will be payable by the Client on the date/s determined by the Supplier, which may be:
- (a) on Delivery;
- (b) before Delivery;
- (c) 20 days following the end of the month in which a statement is posted to the Client's address or address for notices;
- (d) the date specified on any invoice or other form as being the date for payment; or
- (e) failing any notice to the contrary, the date which is 7 days following the date of any invoice given to the Client by the Supplier.
5.5 Payment may be made by cash, cheque, bank cheque, electronic/on-line banking, credit card , direct debit, or by any other method as agreed to between the Client and the Supplier.
5.6 Unless otherwise stated the Price does include GST. In addition to the Price the Client must pay to the Supplier an amount equal to any GST the Supplier must pay for any supply by the Supplier under this or any other agreement for the sale/hire of the Goods. The Client must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Client pays the Price. In addition the Client must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.
6.1 Delivery of the Goods ("Delivery") is taken to occur at the time that:
- (a) the Client or the Client's nominated carrier takes possession of the Goods at the Supplier's address; or
- (b) the Supplier (or the Supplier's nominated carrier) delivers the Goods to the Client's nominated address even if the Client is not present at the address.
6.2 At the Supplier's sole discretion, the cost of Delivery is either included in, or in addition to, the Price.
6.3 The Client must take Delivery by receipt or collection whenever the Goods are tendered for Delivery. In the event that the Client is unable to take Delivery as arranged then the Supplier shall be entitled to charge a reasonable fee for redelivery of the Goods and/or the storage of the Goods.
6.4 Any time or date given by the Supplier to the Client is an estimate only. The Client must still accept Delivery even if late, and the Supplier will not be liable for any loss or damage incurred by the Client as a result of the Delivery being late.
7.1 Where this is a Lease Agreement:
- (a) the Goods are, and will at all times remain, the absolute property of the Supplier; however the Client accepts full responsibility for:
- (i) the safekeeping of the Goods and indemnifies the Supplier for all loss, theft, or damage to the Goods, howsoever caused, and without limiting the generality of the foregoing whether or not such loss, theft, or damage is attributable to any negligence, failure, or omission of the Client; and
- (ii) shall keep the Supplier indemnified against all liability in respect of all actions, proceedings, claims, damages, costs and expenses in respect of any injury to persons, damage to property, or otherwise arising out of the use of the Goods during the hire period and whether or not arising from any negligence, failure or omission of the Client or any other persons.
- (b) if the Client fails to return the Goods to the Supplier then the Supplier, or the Supplier's agent, may (as the invitee of the Client) enter upon and into land and premises owned, occupied or used by the Client, or any premises where the Goods are situated and take possession of the Goods, without being responsible for any damage thereby caused.
- (c) the Client is not authorised to pledge the Supplier's credit for repairs to the Goods, or to create a lien over the Goods in respect of any repairs.
7.2 Where is this an agreement for the purchase of the Goods:
- (a) the Supplier and the Client agree that ownership of the Goods shall not pass until:
- (i) the Client has paid the Supplier all amounts owing to the Supplier; and
- (ii) the Client has met all of its other obligations to the Supplier.
- (b) receipt by the Supplier of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised.
- (c) it is further agreed that:
- (i) until ownership of the Goods passes to the Client in accordance with clause 7.2(a), that the Client is only a bailee of the Goods and must return the Goods to the Supplier on request.
- (ii) the Client holds the benefit of the Client's insurance of the Goods on trust for the Supplier and must pay to the Supplier the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed.
- (iii) the Client must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market value. If the Client sells, disposes or parts with possession of the Goods then the Client must hold the proceeds of any such act on trust for the Supplier and must pay or deliver the proceeds to the Supplier on demand.
- (iv) the Client should not convert or process the Goods or intermix them with other goods but if the Client does so then the Client holds the resulting product on trust for the benefit of the Supplier and must sell, dispose of or return the resulting product to the Supplier as it so directs.
- (v) the Client irrevocably authorises the Supplier to enter any premises where the Supplier believes the Goods are kept and recover possession of the Goods.
- (vi) the Supplier may recover possession of any Goods in transit whether or not Delivery has occurred.
- (vii) the Client shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain the property of the Supplier.
- (viii) the Supplier may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Client.
8. Personal Property Securities Act 1999 ("PPSA")
8.1 Upon assenting to these terms and conditions in writing the Client acknowledges and agrees that:
- (a) these terms and conditions constitute a security agreement for the purposes of the PPSA; and
- (b) a security interest is taken in all Goods previously supplied (if any), and all Goods that will be supplied in the future, by the Supplier to the Client.
8.2 The Client undertakes to:
- (a) sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which the Supplier may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register;
- (b) indemnify, and upon demand reimburse, the Supplier for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register or releasing any Goods charged thereby;
- (c) not register a financing change statement or a change demand without the prior written consent of the Supplier; and
- (d) immediately advise the Supplier of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales.
8.3 The Supplier and the Client agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these terms and conditions.
8.4 The Client waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA.
8.5 Unless otherwise agreed to in writing by the Supplier, the Client waives its right to receive a verification statement in accordance with section 148 of the PPSA.
8.6 The Client shall unconditionally ratify any actions taken by the Supplier under clauses 8.1 to 8.5.
8.7 This clause 8 shall apply only (and this agreement a security agreement for the purposes of PPSA generally, and in particular, Section 36) to the extent that the hire of the Goods exceeds a 12 month hire period, or a 6 month hire period with the right of renewal.
9. Security and Charge
9.1 In consideration of the Supplier agreeing to supply the Goods, the Client charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Client either now or in the future, to secure the performance by the Client of its obligations under these terms and conditions (including, but not limited to, the payment of any money).
9.2 The Client indemnifies the Supplier from and against all the Supplier's costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising the Supplier's rights under this clause.
9.3 The Client irrevocably appoints the Supplier and each director of the Supplier as the Client's true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 9, including, but not limited to, signing any document on the Client's behalf.
10. Client's Disclaimer
10.1 The Client hereby disclaims any right to rescind, or cancel any contract with the Supplier or to sue for damages or to claim restitution arising out of any inadvertent misrepresentation made to the Client by the Supplier, and the Client acknowledges that the Goods are purchased/hired relying solely upon the Client's skill and judgment.
11.1 The Client shall inspect the Goods on Delivery and shall within 7 days (for the purchase of the Goods), or immediately (for the hire of the Goods), of such time (being of the essence) notify the Supplier of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Client shall afford the Supplier an opportunity to inspect the Goods within a reasonable time following such notification if the Client believes the Goods are defective in any way. If the Client shall fail to comply with these provisions the Goods shall be presumed to be free from any defect or damage. For defective Goods, which the Supplier has agreed in writing that the Client is entitled to reject, the Supplier's liability is limited to either (at the Supplier's discretion) replacing or repairing the Goods.
12. Consumer Guarantees Act 1993
12.1 If the Client is acquiring Goods for the purposes of a trade or business, the Client acknowledges that the provisions of the Consumer Guarantees Act 1993 do not apply to the supply of Goods by the Supplier to the Client.
13. Intellectual Property
13.1 Where the Supplier has designed, drawn or developed Goods for the Client, then the copyright in any designs and drawings and documents shall remain the property of the Supplier.
13.2 The Client warrants that all designs, specifications or instructions given to the Supplier will not cause the Supplier to infringe any patent, registered design or trademark in the execution of the Client's order and the Client agrees to indemnify the Supplier against any action taken by a third party against the Supplier in respect of any such infringement.
13.3 The Client agrees that the Supplier may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs, drawings or Goods which the Supplier has created for the Client.
14. Default and Consequences of Default
14.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of 2.5% per calendar month (and at the Supplier's sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
14.2 If the Client owes the Supplier any money the Client shall indemnify the Supplier from and against all costs and disbursements incurred by the Supplier in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, the Supplier's collection agency costs, and bank dishonour fees).
14.3 Without prejudice to any other remedies the Supplier may have, if at any time the Client is in breach of any obligation (including those relating to payment) under these terms and conditions the Supplier may suspend or terminate the supply of Goods to the Client. The Supplier will not be liable to the Client for any loss or damage the Client suffers because the Supplier has exercised its rights under this clause.
14.4 Without prejudice to the Supplier's other remedies at law the Supplier shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to the Supplier shall, whether or not due for payment, become immediately payable if:
- (a) any money payable to the Supplier becomes overdue, or in the Supplier's opinion the Client will be unable to make a payment when it falls due;
- (b) the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
- (c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.
15.1 The Supplier may cancel any contract to which these terms and conditions apply or cancel Delivery at any time before the Goods are delivered by giving written notice to the Client. On giving such notice the Supplier shall repay to the Client any money paid by the Client for the Goods. The Supplier shall not be liable for any loss or damage whatsoever arising from such cancellation.
15.2 In the event that the Client cancels Delivery the Client shall be liable for any and all loss incurred (whether direct or indirect) by the Supplier as a direct result of the cancellation (including, but not limited to, any loss of profits).
15.3 Cancellation of orders for Goods made to the Client's specifications, or for non-stocklist items, will definitely not be accepted once production has commenced, or an order has been placed.
16. Privacy Act 1993
16.1 The Client authorises the Supplier or the Supplier's agent to:
- (a) access, collect, retain and use any information about the Client;
- (i) (including any overdue fines balance information held by the Ministry of Justice) for the purpose of assessing the Client's creditworthiness; or
- (ii) for the purpose of marketing products and services to the Client.
- (b) disclose information about the Client, whether collected by the Supplier from the Client directly or obtained by the Supplier from any other source, to any other credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or notifying a default by the Client.
16.2 Where the Client is an individual the authorities under clause 16.1 are authorities or consents for the purposes of the Privacy Act 1993.
16.3 The Client shall have the right to request the Supplier for a copy of the information about the Client retained by the Supplier and the right to request the Supplier to correct any incorrect information about the Client held by the Supplier.
17. Unpaid Supplier's Rights
17.1 Where the Client has left any item with the Supplier for repair, modification, exchange or for the Supplier to perform any other service in relation to the item and the Supplier has not received or been tendered the whole of any moneys owing to it by the Client, the Supplier shall have, until all moneys owing to the Supplier are paid:
- (a) a lien on the item; and
- (b) the right to retain or sell the item, such sale to be undertaken in accordance with any legislation applicable to the sale or disposal of uncollected goods.
17.2 The lien of the Supplier shall continue despite the commencement of proceedings, or judgment for any moneys owing to the Supplier having been obtained against the Client.
18.1 The failure by the Supplier to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect the Supplier's right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
18.2 These terms and conditions and any contract to which they apply shall be governed by the laws of New Zealand and are subject to the jurisdiction of the courts of New Zealand.
18.3 The Supplier shall be under no liability whatsoever to the Client for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by the Supplier of these terms and conditions (alternatively the Supplier's liability shall be limited to damages which under no circumstances shall exceed the Price).
18.4 The Client shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Client by the Supplier nor to withhold payment of any invoice because part of that invoice is in dispute.
18.5 The Supplier may license or sub-contract all or any part of its rights and obligations without the Client's consent.
18.6 The Client agrees that the Supplier may amend these terms and conditions at any time. If the Supplier makes a change to these terms and conditions, then that change will take effect from the date on which the Supplier notifies the Client of such change. The Client will be taken to have accepted such changes if the Client makes a further request for the Supplier to provide Goods to the Client.
18.7 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.
18.8 The Client warrants that it has the power to enter into this agreement and has obtained all necessary authorisations to allow it to do so, it is not insolvent and that this agreement creates binding and valid legal obligations on it.
19. Terms and Conditions applicable to the Sale of Goods Only
- (a) Risk of damage to or loss of the Goods passes to the Client on Delivery, and the Client must insure the Goods on, or before, Delivery.
- (b) If any of the Goods are damaged or destroyed following Delivery but prior to ownership passing to the Client, the Supplier is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by the Supplier is sufficient evidence of the Supplier's rights to receive the insurance proceeds without the need for any person dealing with the Supplier to make further enquiries.
- (c) If the Client requests the Supplier to leave Goods outside the Supplier's premises for collection or to deliver the Goods to an unattended location then such Goods shall be left at the Client's sole risk.
- (a) Returns will only be accepted provided that:
- (i) the Client has complied with the provisions of clause 11.1; and
- (ii) the Supplier has agreed in writing to accept the return of the Goods; and
- (iii) the Goods are returned at the Client's cost within 7 days of Delivery; and
- (iv) the Supplier will not be liable for Goods which have not been stored or used in a proper manner; and
- (v) the Goods are returned in the condition in which they were delivered and with all packaging material, brochures and instruction material in as new condition as is reasonably possible in the circumstances.
- (b) Non-stocklist items, or Goods made to the Client's specifications, are under no circumstances acceptable for credit or return.
- (a) Subject to the conditions of warranty set out in clause 19.3(b), the Supplier warrants that if any defect in any workmanship of the Supplier becomes apparent and is reported to the Supplier within 12 months (for components) or 24 months (for structural) of Delivery (time being of the essence) then the Supplier will either (at the Supplier's sole discretion) replace or remedy the workmanship.
- (b) The conditions applicable to the warranty given by clause 19.3(a) are:
- (i) the warranty shall not cover any defect or damage which may be caused or partly caused by or arise through:
- (A) failure on the part of the Client to properly maintain any Goods; or
- (B) failure on the part of the Client to follow any instructions or guidelines provided by the Supplier; or
- (C) any use of any Goods otherwise than for any application specified on a quote or order form; or
- (D) the continued use of any Goods after any defect becomes apparent or would have become apparent to a reasonably prudent operator or user; or
- (E) fair wear and tear, any accident or act of God.
- (ii) the warranty shall cease and the Supplier shall thereafter in no circumstances be liable under the terms of the warranty if the workmanship is repaired, altered or overhauled without the Supplier's consent.
- (iii) in respect of all claims the Supplier shall not be liable to compensate the Client for any delay in either replacing or remedying the workmanship or in properly assessing the Client's claim.
- (c) For Goods not manufactured by the Supplier, the warranty shall be the current warranty provided by the manufacturer of the Goods. The Supplier shall not be bound by nor be responsible for any term, condition, representation or warranty other than that which is given by the manufacturer of the Goods.
20. Terms Applicable to the Hire of Goods Only
20.1 Hire Charges
- (a) The Client is required to pay Hire Charges for the on-going use of the Goods. The Hire Charges payable for the duration of the hire period is stipulated, and is due and payable, as per the Supplier's Lease Agreement. The Supplier may adjust these charges from time to time (as per clause 5.2) upon 1 months' written notice to the Client.
- (b) the Hire Charges shall be paid on a monthly / quarterly / six monthly / annual basis, as specified on the Lease Agreement; the first payment falling due on the date the Client accepts the agreement, with subsequent payments due on the same date in each monthly / quarterly / 6 monthly / annual period. To terminate the hire on, or after, the Minimum Hire Period, the Client must give the Supplier not less than 1 months' notice of termination. The hire will then terminate on the last day of the notice period. If the Client does not terminate the hire at the end of the Minimum Hire Period, payments will continue at the same amount (subject to clause 5.2) and frequency until notice is received.
- (c) If the Client wishes to terminate the Lease Agreement prior to the expiration of the Minimum Hire Period, the Client must pay to the Supplier the remaining Hire Charges, which would otherwise have been payable to the Supplier during the Minimum Hire Period.
- (d) In the event of a variation, the Supplier shall give the Client a written document stating the reason for the variation, a full description of the variation, any effect the variation will have on the agreement, including but not limited to, the Hire Charges and any revised Minimum Hire Period date, and shall require written acceptance by the Client of the variation prior to execution thereof.
- (e) Hire Charges shall commence from the time the Goods depart from the Supplier's premises and will continue until the return of the Goods to the Supplier's premises, and/or until the expiry of the Minimum Hire Period, whichever last occurs.
- (f) The date upon which the Client advises of termination shall in all cases be treated as a full day's hire.
- (g) No allowance whatsoever can be made for time during which the Goods are not in use for any reason, unless the Supplier confirms special prior arrangements in writing. In the event of Goods breakdown, and provided the Client notifies the Supplier immediately, Hire Charges will not be payable during the time the Goods are not working, unless the condition is due to negligence or misuse on the part of or attributable to the Client.
20.2 Client's Responsibilities
- 20.2 Client's Responsibilities
- (i) (at their own expense):
- (A) insure, or self-insure, the Supplier's interest in the Goods against physical loss or damage (including, but not limited to, the perils of accident, fire, theft and burglary and all other usual risks) for the duration of the hire period, at the full insurable value of the Goods, under a comprehensive policy of insurance with an insurance office of repute, and will advise/instruct the insurers that the Supplier is the owner of the Goods and shall be endorsed as such under the policy;
- (B) effect adequate Public Liability Insurance covering any loss, damage or injury to property arising out of the use of the Goods. The Client will not use the Goods, nor permit them to be used, in such a manner as would permit an insurer to decline any claim;
- (C) obtain a Warrant of Fitness (as required by the Transport Act 1992), and shall ensure it is current at all times;
- (D) arrange for the registration of the Goods to be in the name of the Supplier and the payment of registration fees for the duration of the hire period. The Supplier shall be entitled to retain the Certificate of Registration.
- (ii) ensure that the Goods are delivered to the Supplier on, or approximate to, the specified date(s) to a garage approved by the Supplier for inspection and servicing. The Supplier shall, at their cost, maintain or procure the maintenance of the Goods in good repair and condition (including greasing and adjusting wheel bearings);
- (iii) not, without the written authority of the Supplier, assign, transfer, dispose of, mortgage, charge, or in any way encumber the Goods or any interest of the Client therein or create, permit or suffer to be created any lien over the Goods for repairs or otherwise sublet or part with possession of the Goods;
- (iv) satisfy itself at commencement that the Goods are suitable for its purposes;
- (v) at all times use care and diligence in the operation of the Goods, and shall neither abuse nor misuse them, and use every reasonable precaution to avoid any loss or damage to the Goods or any third party persons or property. The Goods shall only be operated by persons who hold a current driver's licence valid in New Zealand and experienced in both towing and in the use of the towing vehicle;
- (vi) not use the Goods for any illegal purpose (including use or carry any illegal, prohibited or dangerous substance in or on the Goods), or to convey any load in excess of that for which the Goods are rated, or for which the towing vehicle or tow bar is rated;
- upon expiration of the hire, or sooner on determination by the Client, return the Goods to the Supplier in as good mechanical working order repair conditions and appearance as they were when delivered (including lights in good order, with lenses intact, and without any visible signs of having been involved in any accident, tyres in a roadworthy condition as being capable of passing a Warrant of Fitness test, and with no structural damage) to the Client, fair wear and tear accepted. Any deterioration of, or damage to, the Goods being returned in excess of fair wear and tear shall be remedied as soon as possible by the Supplier at the Client's expense and the Client shall be liable for the payment of fixed Hire Charges per month, or an appropriate proportion thereof, until the deterioration and/or damage is remedied (as per clause 20.2(b)(b)(iv));
- (viii) keep and maintain the Goods in good working order repair and condition as is required by the Supplier. However, the Client shall not make, or permit to be made, any repairs or adjustments to the Goods (unless the total cost of such repair or adjustment is less than $100) without the prior approval of the Supplier;
- (ix) not permit any interchange of parts, tyres or accessories to be made between the Goods and any other goods, or any additions, alternations or adjustments to be made to the Goods without first obtaining the consent of the Supplier, and will ensure that any such additions, alterations or adjustments are made by an authorised representative of the manufacturer of the Goods;
- (x) comply with the "Driver's Instructions", which may be furnished by the Supplier from time to time, concerning the care, repair maintenance and operation of the Goods;
- (xi) notify the Supplier promptly of the full circumstances of any mechanical breakdown, accident, loss or damage to the Goods, and/or of any event which may lead to a claim under the insurance policy referred to in clauses 20.2(a)(i) and (i)(A). The Client is not absolved from the requirements to safeguard the Goods by giving such notification;
- (xii) notify the Supplier of any change in the domicile of the Goods from that which is stated in the Lease Agreement;
- (xiii) employ the Goods solely in its own work, and shall not permit the Goods (or any part thereof) to be used by any other party for any other work.
- (b) Immediately on request by the Supplier, the Client will pay:
- (i) the new list price of any Goods that are, for whatever reason, destroyed, written off or not returned to the Supplier;
- (ii) all costs incurred in cleaning the Goods;
- (iii) all costs of repairing any damage caused by:
- (A) the ordinary use of the Goods up to an amount equal to 10% of the new list price of the Goods;
- (B) the negligence of the Client or the Client's agent (including the Client's failure to comply with their obligations under this agreement);
- (C) vandalism, or (in the Supplier's reasonable opinion) in any way whatsoever other than by the ordinary use of the Goods by the Client;
- (D) any unauthorised repairs to the Goods, or carried out by an unauthorised representative of the manufacturer of the Goods.
- (iv) any lost Hire Charges the Supplier would have otherwise been entitled to for the Goods, under this, or any other Lease Agreement;
- (v) the cost of fuels and consumables provided by the Supplier, and used by the Client;
- (vi) all expenses reasonably and properly incurred by the Supplier in obtaining possession of the Goods as per clause 7.1(b).
- (a) If the Client fails to adhere to clause 20.2, the Supplier may (at their sole discretion) terminate the Lease Agreement and/or apply penalty charges to the Client's account, the amount immediately becoming due and payable.
- (b) In the event of termination of the Lease Agreement for any reason whatsoever other than its due fulfilment by the Client, or with the express consent of the Supplier in writing, then the Supplier may at any time thereafter demand immediate payment of all arrears of Hire Charges and other monies then due and payable by the Client under this agreement (including clauses 20.2(b) and 15.2).