We, Us, Our and similar expressions, refer to W.W. Wedderburn
Pty Limited (ABN 25 003 501 853), and where applicable its Related Bodies Corporate.
You and similar expressions, refer to the person, corporation, trust
or partnership purchasing or hiring goods from us and whose name appears in the
Any Wedderburn document forms part of these terms, whether signed by you or not
(together with the terms, the Agreement). You should read and
consider carefully these terms and conditions before taking delivery. For the purposes
of this Agreement, Goods shall mean any and all items of equipment
described in the documents or provided to you whatsoever pursuant to this Agreement.
1. General Terms
1.1. In return for us agreeing to consider your order you agree that these conditions
apply if we do accept your order or if we do supply you with goods or services (whether
for cash, or on credit).
1.2. We are not obliged to accept any orders from you, but if you do place an order
with us then it becomes binding from the moment that we accept it even if we do
not tell you that it has been accepted. Any quotation is merely an invitation to
you to place an order with us. If you offer to purchase goods based on a quotation
from us, then your offer is subject to these conditions.
1.3. These conditions prevail even if they are inconsistent with anything in any
earlier or later document.
2. Payments and Credits
2.1. Unless we agree in writing to give you credit, you must pay for all orders
on or prior to delivery. For these purposes delivery is when the goods are collected
or dispatched from our warehouse.
2.2. At our discretion, we may decline to give you further credit at any time. If
we do decline to give you further credit then that decision does not affect the
credit terms which apply to any amounts you then owe to us.
2.3. If any amount you owe to us is not paid within 7 days of the due date then
all of the monies that you owe us on any account become immediately due and payable;
and without limiting our other rights we may suspend the supply of service and defer
or cancel any outstanding orders.If you do not pay an invoice by the due date, a
late payment fee of 2% above the prime overdraft rate charged from time to time
by the National Australia Bank calculated and payable daily may be imposed. In addition,
without limiting any right contained below, you will be liable to indemnify us for
all expenses incurred by us in recovering any amounts which you fail to pay by the
due date (including any commission payable to any commercial or mercantile agents
and legal costs).
2.4. You acknowledge that we have a security interest in the Goods for the purposes
of the Personal Property Securities Act (Cth) (PPSA) and to the extent
applicable the PPS Act applies. To give effect to the above, you consent to us affecting
a registration on the Personal Properties Securities Register (PPSR)
(in any manner we consider appropriate) in relation to any security interest arising
under or in connection with this Agreement or any hire agreement and you agree to
provide all assistance reasonably required to facilitate this. You also undertake
to do all such things, including executing any new document or providing any information
that is required by us so that we acquire and maintain a perfected security interest
under the PPSA in respect of the goods and its proceeds, so that we may register
a financing statement or financing change statement and to ensure that our security
position, and rights and obligations, are not adversely affected by the PPSA.
2.5. We may increase any agreed sale price after we accept an order, to cover the
full amount of any increases in indirect taxes and duties such as sales taxes, GST,
consumption taxes and stamp duty which we incur in connection with a transaction
after the date of your order. We may also impose a charge for accepting payments
by credit card. We may set off against any credit owed to you any amount owing by
you to us.
3. Guarantees, Warranties and Limitations
3.1. We guarantee that goods are of acceptable quality when sold. In the event that
goods are not of acceptable quality when sold you should immediately contact us.
For all household goods (as defined by the Australian Competition and Consumer Act
(ACL), if there is a major failure of one of our guarantees, you are
entitled to a refund or to reject the item and to get an identical replacement or
one of similar value if reasonably available or to keep the goods and get compensation
for the drop in value caused by the problem. If there is a minor failure we can
choose to repair or replace any item sold by us or to offer you a refund. For non-household
goods we can choose in our absolute discretion to repair, refund or replace any
item sold by us. In addition to a manufacturer’s warranty (if applicable), we also
provide an express manufacturer’s warranty that goods manufactured by us are free
from defect for 6 months from date of delivery in the case of wrapping machines
and high speed weigh/labelling machines , and in all other cases, for 1 year from
date of delivery. The express warranty is a Return to Base Warranty, where the item
must be delivered prepaid to our nominated repair centre. We choose whether to repair
or replace, and that is the limit of our liability under this express warranty.
This express warranty sits alongside to and is in addition to the consumer guarantees
which cannot be excluded. Important Exclusions: Our warranty does not cover:
in transit damage; failure to comply with the original supplier’s or manufacturer’s
warranty; willful abuse or misuse; general wear and tear. This warranty is voided
and does not cover any damage caused by the use of other than genuine original manufacturer’s
parts and consumables. This warranty does not cover any products sold ‘as is’ or
used in breach of manufacturer’s warranty, any damage from cleaning or repair by
anyone without written authorisation from us, any damage caused by products not
used according to product instructions, consequential damage or incidental damages
(except as provided for in the ACL), personal injury, lost profits, lost savings
or other economic damages, loss of use of the goods, rental or hire use, damage
from prolonged exposure to fire or heat, damage from fraud, intentional acts, war,
hostilities, terrorism or vandalism or acts of God.
3.2. We must use our reasonable endeavours to assist you to obtain the benefit of
any guarantee or warranty offered by the original supplier or manufacturer of any
goods that we supply to you.
3.3. We sell our products by specification and we guarantee that they are fit for
the purpose for which goods of that kind are commonly supplied. You decide what
specific purpose to use them or to re-supply them for. Further, unless specifically
stated in writing, we take no responsibility for: labels or artwork or the appropriateness
of the content contained therein on an item by item basis or otherwise; nutritional
information contained on the label or completeness of same; checking the accuracy
and content of item descriptions, pricing or weights; accuracy of weights; barcodes
or other descriptors.
3.4. This clause applies if something happens which is beyond our reasonable control
which makes it impossible, more difficult or more expensive for us to perform our
obligations in our usual way. In those cases we may wait until it is again possible
for us to perform our obligations in our usual way without additional difficulty
or expense and we are not liable for any delay which results. If delay or failure
to deliver is caused by force majeure or labour dispute we may suspend delivery,
supply or completion and/or terminate the contract. Force Majeure means an act of
God, war, lightning, fire, earthquake, storm, flood, explosion, unavailability or
delay in availability of goods materials or transport, and any other cause, whether
of the kind specifically enumerated or otherwise which is not within our control.
Whilst we shall use reasonable endeavours to comply with your particular delivery
requirements and order specifications, you will not be entitled to cancel the whole
or part of an order or to claim compensation by reason of our failure to comply
with your delivery requirements or minor variations to the goods as a result of
changes to the manufacturing processes or specifications.
3.5. Delivery times are estimates only and we are not liable for minor delays in
delivery. In this respect you agree that time is not of the essence.
3.6. The law implies various terms, conditions and warranties which might apply
to our supplying goods or services to you. We exclude all of those implied terms,
conditions and warranties to the fullest extent permitted by law.
3.7. Provisions of the ACL and other statutes in some cases either cannot be excluded,
restricted or modified; or can only be restricted or modified to a limited extent.
If any provisions of those types do apply, then to the extent permitted by law our
liability under those provisions is limited as follows: For non household goods
our liability in relation to goods is limited at our option to replacement of the
goods or the supply of equivalent goods; or repair of the goods; or payment of the
cost of replacing the goods or of acquiring equivalent goods; or payment of the
cost of having the goods repaired. Our liability in relation to services is limited
at our option to the supplying of the services again; or the payment of the cost
of having the services supplied again.
3.8. We are not liable for any damage for breach or negligence or otherwise, except
as stated. Damage includes lost profits, lost savings, lost time,
loss of or damage to goodwill, loss of or damage to data or records, and claims
made against you by others.
3.9. Subject to the other provisions of this clause, we are not liable for any consequential,
indirect or special loss or damage, loss of profits, loss of business, business
interruption, costs or amounts that you are liable for arising out of any loss suffered
by third parties under or relating to this Agreement, whether in contract, tort
(including without limitation negligence), in equity, under statute, under an indemnity,
or on any other basis, whether or not such loss or damage was foreseeable and even
if advised of the possibility of the loss or damage.
3.10. You must indemnify us against all liability, claims, damage, loss, costs and
expenses (including, without limitation, legal fees, costs and disbursements on
a full indemnity basis), whether incurred against or by us in respect of:
3.10.1. personal injury;
3.10.2. damage to tangible property; or
3.10.3. a claim by a third party.
4.1. We remain the owner of all of the goods covered by an order until you have
paid the full price for those goods plus any associated charges. Payments by cheque
do not count until we receive payment on the cheque. Until you become the owner
of particular goods, we may enter into any premises or vehicle if we have reasonable
grounds to expect that we may find any part of the goods there. If you default in
paying any part of the price or associated charges in connection with an order we
may re-take possession of the goods supplied under the order. That applies even
if we hold some negotiable instrument or security for the amount unpaid. You acknowledge
that at all times until full payment is received, we retain title (even if you go
into liquidation or become bankrupt) and in no circumstances will the goods be deemed
fixtures. If you resell any of the goods (even if mixed with other goods) before
becoming the owner, you are acting as our selling agent and shall act as bailee
although only to the absolute minimum extent necessary to protect our ownership.
If the goods are sold in the ordinary course of business then you will hold the
proceeds of sale on trust for us. Should we seek to recover the goods, you hereby
grant to us a licence to enter onto your premises to facilitate recovery of the
goods and indemnify us for any damage which has been caused to the goods. Risk with
respect to the goods (including any loss, damage or deterioration) shall pass to
you immediately when the goods leave our premises.
4.2. No goods may be returned to us without our prior written approval and then
only upon such terms as we may require which may include inspection, re-packaging
and transport costs.
4.3. If we agree to purchase any item from you as a trade-in then you promise that
we will become the absolute owner at the time the item is delivered to us and that
you will properly maintain and service the item up to the time of delivery.
5. General Conditions
5.1. We supply any firmware or software which comes with goods, under licence only.
That licence is non-exclusive but perpetual and only allows use of the particular
firmware and software with the goods with which it is supplied.
5.2. We reserve the right to vary the specifications or performance criteria of
any product from time to time and to obtain products from different sources, at
our absolute discretion. We may do that without telling you provided we have reasonable
grounds for believing that the alternative product offered is substantially similar
to that previously offered or represents an improvement.
5.3. You are bound by any certificate signed by any of our directors or solicitors
which shows any amount or calculation relevant to what you owe us. The only exception
is where you can prove the certificate is wrong.
5.4. If you wish to lease or finance the purchase of goods from us through a financier
then our trading conditions still apply (with only the minimum changes necessary)
between you and us. Our trading conditions still regulate our rights, obligations
and liabilities both to you and to the financier and you must indemnify (protect)
us against any claim in connection with this order or those goods by the financier.
5.5. We will endeavour to ensure the reasonable availability of spare parts for
any product manufactured by us for at least 5 years from the date of first supply
to a customer. We will not be liable whatsoever if we are unable to supply the same
and make no representation or warranty in this respect.
5.6. In the event that goods are delivered or taken to our workshop for repair,
service or maintenance, then all goods must be collected within 7 days of our notifying
you that they are ready for collection. In the event that goods are not collected
within the notice period then we reserve the right to charge you for the costs of
storage and or disposal and all associated costs of the same. The Disposal of Uncollected
Goods Act 1967 (Qld) and other equivalent State legislation covers inspection, custody,
storage, repair and other treatment of goods. Under those Acts, uncollected goods
may be sold six months (or sooner in some States) after the date on which they were
ready for collection.
6.1. If you notify us that you are not ready for the goods to be delivered on the
required delivery date (as described in any order) or when we advise you that they
are ready for delivery, then we will store the goods for you for up to 30 days at
no cost to you.
6.2. If after 30 days you are still not ready for the goods to be delivered, then
you agree to pay us in full for the goods being stored for you.
6.3. If we store any goods for you for over 30 days, then we may charge you a storage
fee at our normal storage rate.
6.4. Risk of damage to, or loss, theft, or deterioration of, the goods (and the
need to insure them) passes to you once payment is due, irrespective of whether
the goods are stored by us or not.
7.1. Only persons authorised by us are to install the goods where it is necessary
to comply with the warranty of the manufacturer.
7.2. The cost of installation or any related compliance test is not included in
the price of the goods unless it is specified in our quotation to you and confirmed
in our acceptance of your order.
7.3. If we are to install the goods then we will not be responsible for any costs
or losses resulting from any delay in the installation.
7.4. Installation will be complete when the goods operate successfully using our
standard test procedure.
7.5. It is your sole responsibility to ensure that the site and services (power,
water, air, IT systems and other external connections) are prepared to our specifications
as required for the correct installation and operation of the goods. If the site
and/or services do not meet the specifications, then you will be liable for the
additional costs arising from the delays and difficulties in the installation of
8. Service Terms
These terms specifically exclude any warranty claim.
8.1. Consumable supplies (such as, but not limited to, paper and labels, printing
dies, rubber components, ink and glass rollers, power cords and lamps) are not included.
You must pay for them.
8.2. We are not obliged to provide service in connection with any accessory item,
unless there is an agreement to do so. If a machine constitutes a part of a total
system, our service obligations only extend to the servicing of the Wedderburn section
of that system, unless agreed otherwise.
8.3. You must pay or reimburse us for any extra or new sales taxes, duties or similar
charges, which become payable in connection with the service we have provided.
8.4. No service provided can guarantee uninterrupted service from goods and you
may not make any claim against us whatsoever in respect to any damages or loss in
8.5. You must maintain at your own expense during the service period all appropriate
policies of insurance.
8.6. Periodic verification of machines may be required by a relevant authority.
We may endeavour to arrange such periodic verification but we are not liable for
any refusal or omission to arrange for such verification. You must pay or reimburse
us for any cost incurred in respect of such a periodic verification or any similar
8.7. Termination of Service Plan and/or Agreements: Without
affecting any other rights we may have, we may terminate these terms at any time
without liability to you if you (i) breach these terms (ii) fail to pay any amount
when due, or (iii) become bankrupt, insolvent, or are placed in liquidation, administration
or receivership. In the event of termination on the grounds described in
this clause we shall not be obliged to return or refund any of the fees paid or
due to us as at the date of termination.
9. Hire Period and Key Hire Terms
The following additional conditions apply where you have a Hire Agreement (Hire Agreement)
9.1. The period of hire of the goods shall commence on the earlier of the date on
which you take possession or on delivery of the goods to the address nominated by
you. The period of hire will continue for the minimum period of hire specified in
our quote (Minimum Hire Period) or the later of (i) the date on which
we collect the goods from you or (ii) the date on which we accept the return of
the goods from you, whichever is the longer (Hire Period). The hire
period includes all weekends and public holidays. If a fixed period has been agreed,
you may only change the hire period with our written consent.
9.2. We agree to hire you the goods on an exclusive basis in good working order,
free from defects. We hire our goods by specification and we guarantee that they
are fit for the purpose for which goods of that kind are commonly supplied. You
decide what specific purpose to use them for. Unless specifically stated in writing
on the quotation, we take no responsibility and give no warranty (save for any ACL
Warranty), for the suitability of the use of the goods and you agree that before
taking possession of the goods, that you have satisfied yourself as to the suitability,
condition and fitness for the purpose that you intend to use them.
9.3. Any extension to the hire period (as defined in the Hire Agreement) is subject
to our prior agreement and we are not liable if for any reason the goods are not
available for hire after the expiry of the minimum hire period.
9.4. Title: We always remain the owner of the goods. You hold the goods as bailee
only during the hire period. We retain title to the goods even if you go into bankruptcy
or liquidation during the hire period.
9.5. The goods shall be at your risk from delivery or collection by you (whichever
is the sooner).
9.6. Hire Fees:
9.6.1. You must pay the hire fees (Hire Fees) specified in our quote
to you for the duration of the hire period and in accordance with the Hire Agreement.
9.6.2. In respect of the hire of goods for residential purposes, you acknowledge
that we hire goods in blocks of set periods (Block Period). In the
event that you return the goods within any block period, you confirm and acknowledge
that you are liable to pay all hire fees due up to and including the expiration
of the last day of the block period after the return of the goods.
9.6.3. You must pay the hire fees for the goods for the minimum hire period, notwithstanding
earlier return of the goods or part of the goods.
9.6.4. Unless otherwise agreed, the hire fees are due in advance.
9.6.5. The Hire fees may or may not include all (i) delivery, collection or installation
costs and charges (ii) cleaning or repair charges if the goods are not returned
in clean and good condition (iii) stamp duty or GST (if applicable) (iv) credit
card charges and (v) any other charges or costs described in our quotation to you.
9.6.6. If requested by us, you must pay to us an amount equal to one month's hire
fee or such other amount as is described in the quotation as a security deposit
(Security Deposit). Without limiting any other of our rights or remedies,
we are entitled to debit the security deposit for any outstanding hire fees (including
without limitation costs and charges for recovery) and/or for cost of any damage
or loss to the goods. We will refund the balance of any security deposit within
14 days of a written request conditional upon the goods having been returned to
us and if, and only if, all outstanding hire fees and other charges due to us under
the Hire Agreement are paid in full.
9.6.7. The hire fees, delivery charges and any other taxes and charges due under
the Hire Agreement (together the Charges) are exclusive of GST, which
must be paid by you in addition to the charges.
9.7. Delivery and Return:
9.7.1. Upon delivery, collection or return of the goods, you must check the goods
and quantities delivered (or returned). If there are any discrepancies between the
goods delivered and the quoted order or return docket, you must note them at the
time of delivery or collection by amending the relevant documents in the presence
of our representative.
9.7.2. In the event that the goods are to be collected by you from our premises
or in the event that we are to collect goods from your address, you must provide
us with 3 business days prior written notice by fax or email specifying the proposed
date of collection, name of a representative of yours (who must be present), name
of the intended carrier, contact telephone number, and quantity and nature of goods
to be collected. We will confirm the date for collection with you.
9.7.3. We will endeavour to effect delivery and collection of the goods at the times
indicated by you but will not under any circumstances be liable for any delay in
delivery or collection or for failure to deliver or collect. We reserve the right
at any time to refuse any carrier of yours.
9.8. If the goods are damaged (other than fair wear and tear) and capable of repair,
you must compensate us for the cost of repair. If the goods are lost or damaged
beyond repair, you must pay us the new replacement cost of the goods and any other
costs incurred by us due to the loss or damage of the goods.
9.9. You will maintain at its own expense during the hire period all appropriate
policies of insurance. You must produce on request appropriate evidence of insurance
(including, but not limited to, insurance for fire, damage and theft) before the
date of delivery of the goods to you.
9.10. In the event that you do not produce evidence of insurance that is satisfactory
to us or if otherwise agreed, an insurance fee of 3% of the hire fees for each month
(calculated on a daily basis for hire periods of less than one month) shall be payable.
9.11. You must not sell, offer for sale, part with possession of, mortgage, assign,
transfer, charge, encumber or otherwise deal with the goods or these terms in any
way without our prior written consent.
9.12. Subject to our prior written consent and agreement between you and us as to
the sale price, we may, at your request, agree to sell the goods to you at the expiry
of the hire period. The goods are not in any other circumstances offered for sale.
For the avoidance of doubt, hire fees are payable for the goods up until payment
has been received in full by us.
9.13. If the goods are sold to you, ownership of the goods will remain with us until
all amounts owing by you (to us) are paid in full. If you do sell the goods in the
ordinary course then you agree that you must hold any proceeds from the sale of
the goods as trustee and agent of W.W. Wedderburn Pty Limited and that you will
place the same in an account, separate from your own monies and you must not allow
any person to have control of or grant a security interest over the proceeds or
the accounts in which they are held.
9.14. Termination and Access for Repossession:
9.14.1. Without affecting any other rights we may have, we may terminate these terms
at any time without liability to you if you (i) breach these terms, (ii) fail to
pay any amount when due, or (iii) become bankrupt, insolvent, or are placed in liquidation,
administration or receivership, and in any such case we may repossess the goods.
9.14.2. Without adversely affecting our other rights and remedies, upon termination
of these terms for any reason and/or upon expiry of the hire period (i) you must
provide us with all reasonable assistance in locating and collecting the goods;
and (ii) you acknowledge and agree that we or our employees or agents shall be entitled
to enter your premises where the goods are, or we reasonably believe the goods are,
in order to re-take possession of the goods. You indemnify us against any liability,
damage, loss, cost, charge, or expense arising directly or indirectly out of our
exercising this right of entry.
9.15. If the goods are not returned to us in good condition at the expiry of the
hire period, or within seven (7) days of our making written demand, you must pay
us the new replacement cost of the goods and any other costs incurred by us due
to the loss of the goods.
9.16. Electrical Tagging: You are responsible for arranging at your cost, the re-testing
and re-tagging of the Hire Item in accordance with the manufacturer’s instructions
and the Australian Standards requirements.
10. Other Terms
10.1. These conditions can only varied by one of our authorised officers signing
a document which states the variation, and the transaction to which the variation
10.2. We become the owner of parts that we replace. Replacement parts may not be
exactly the same as the originals. We may use reconditioned parts rather than new
parts, as replacements.
10.3. You must allow us to take the goods away to our workshop, if that is reasonably
required, so we can carry out any maintenance or warranty repairs.
10.4. You agree and understand that we shall not be responsible or liable for any
loss, damage, corruption, disclosure or alteration of any files, folders, data,
programs or any of your confidential, proprietary, business and/or personal information
or removable media (Data)during installation or service of any product.
You are responsible for any and all restoration and reconstruction of lost, damaged,
corrupted or altered data, and it is up to you to maintain and implement a complete
data backup and disaster recovery plan.
10.5. Your Obligations to Us: Throughout the term of this agreement and in respect
to any other agreement you must:
10.5.1. keep the goods in proper working order and condition;
10.5.2. store the goods safely and securely and protected from theft, seizure, loss
10.5.3. not alter, tamper, damage or repair the goods without our written consent;
10.5.4. not remove any label, identifying mark or safety instruction from the goods;
10.5.5. not remove the goods from the location described in any agreement;
10.5.6. allow us (or our nominated person) at any time during the service period,
to enter the premises where the goods are stored to inspect and service the goods;
10.5.7. notify us immediately if there is any loss or damage.
10.6. If any provision of any agreement shall be invalid, void, illegal or unenforceable,
the validity, existence, legality and enforceability of the remaining provisions
shall not be affected, prejudiced or impaired.
10.7. You are not entitled to set off against or deduct from the price any sums
owed or claimed to be owed to you by us.
10.8. The failure by us to enforce any provision of term and condition of any agreement
shall not be treated as a waiver of that provision, nor shall it affect our right
to subsequently enforce that provision.
10.9. The description, illustration and performance of any product contained in
our catalogue, marketing material, price list or advertising does not form part
of any agreement unless expressly set out in such agreement. Any representation
made about fitness for purpose is only made for general guidance only and you should
fully satisfy yourself that the product will meet your requirements and will be
suitable for your intended purpose.
10.10. Delivery shall be at the address nominated on the quotation as the delivery
address. In the event that a delivery address is not specified and/or in the event
that you request us to store the goods, we may charge you for same.
10.11. You hereby indemnify us against any liability, loss or damage we may incur
or sustain as a result of the use of the goods and any failure, act or omission
10.12. We may complete any blanks on any form on your behalf.
10.13. Our transactions are governed by the law of New South Wales.
11.1. Despite anything else in any agreement to the contrary, to the extent that
we are liable to pay GST in connection with any taxable supply pursuant to the agreement
(the Affected Supplies):
11.2. We may add to each of the amounts payable by you for the affected supplies,
an allowance in respect of GST as reasonably calculated by us (for past, present
or future GST liabilities) and you must pay us the higher amount which results.
11.3. We may make a further charge after termination, being a further allowance
in respect of any remaining GST as reasonably calculated by us and you must also
pay us that charge.
11.4. Any amount payable under any agreement, including an amount payable because
of the previous provisions, remains payable whether or not there is disclosure of
any amount included on account of GST.
11.5. We must comply on demand with our obligations in relation to the issue of
any relevant tax invoice to you.
11.6. Anything we might have said to you about GST in connection with any agreement
was only intended to reflect our current understanding and may not have been applicable
in your particular circumstances. We recommend that you obtain and only rely on
your own independent expert advice in relation to GST in particular.
11.7. GST, tax invoice and taxable supply in any agreement have the meanings
defined in A New Tax System (Goods and Services Tax) Act 1999 as may be amended
or substituted from time to time. If those definitions are repealed, then those
words have the meanings defined for such comparable terms as we may reasonably identify
in any comparable legislation.
12. PPS Act
12.1. You waive the right to receive any notice under the Act (including notice
of a verification statement) unless the notice is required by the Act and cannot
12.2. You acknowledge that if our interest under any Agreement is a security interest
for the purposes of the Act:
12.2.1. that security interest relates to the goods and all proceeds of any kind;
12.2.2. each sale is a security agreement for the purposes of the Act.
12.3. We may in our absolute discretion perfect any security interest held by us
against any third party on whose site the goods are located in any manner that we
consider appropriate to protect our interest in the goods.
12.4. If requested by us, you must provide us with all details as to the location
of the goods and the identity of any sub-lessee or third party that has been given
12.5. (Subject always to our consent) If you sub-lease or provide the goods to a
third party you must do everything required to ensure that your security interest
has attached and is perfected by registration on the PPSR.
12.6. You undertake not to:
12.6.1. register a financing change statement in respect of a security interest
contemplated or constituted by any Agreement without our prior written consent;
12.6.2. register, or permit to be registered, a financing statement or a financing
change statement in relation to the goods in favour of a third party without our
prior written consent.
12.7. If the PPS Act applies to the enforcement of a security interest arising under
12.7.1. section 115(1) of the PPS Act allows for the contracting out of provisions
of the PPS Act, the following provisions of the PPS Act will not apply and you will
have no rights under them: section 95 (to the extent that it requires the secured
party to give notices to the grantor); section 96; section 118 (to the extent that
it allows a secured party to give notices to the grantor); section 121(4); section
125; section 130; section 132(3)(d); section 132(4); section 135; section 142 and
section 143; and
12.7.2. section 115(7) of the PPS Act allows for the contracting out of provisions
of the PPS Act, the following provisions of the PPS Act will not apply and you will
have no rights under them: section 127; section 129(2) and (3); section 130(1);
section 132; section 134(2); section 135; section 136(3), (4) and (5) and section
12.8. You agree not to disclose information of the kind referred to in section 275(1)
of the PPS Act to an interested person, or any other person requested by an interested
person. You waive any right you may have, or but for this clause may have had, under
section 275(7)(c) of the PPS Act to authorise the disclosure of the above information.
12.9. For the purposes of section 20(2) of the PPS Act, the collateral is the Goods.
This Agreement is a security agreement for the purposes of the PPS Act.
12.10. You agree to notify us in writing of any change to your details set out in
the Credit Application, within 5 days from the date of such change.
13. Trade Measurement Act
TAKE NOTE THAT UNLESS OTHERWISE MARKED WITH A VERIFICATION MARK, THE ITEMS SUPPLIED
BY US ARE NOT TO BE USED FOR TRADE USE UNLESS OR UNTIL THE INSTRUMENT IS VERIFIED.
WE DRAW YOUR EXPRESS ATTENTION TO, AND YOU HEREBY AGREE AND ACKNOWLEDGE THAT, DIVISION
2 OF PART IV OF THE NATIONAL MEASUREMENT ACT (CTH) 1960 EXPRESSLY PROHIBITS THE
USE OR SUPPLY OF ANY UNVERIFIED MEASURING INSTRUMENT FOR USE IN TRADE AND AT ALL
TIMES WITHOUT EXCEPTION IT IS SOLELY YOUR RESPONSIBILITY TO ENSURE THE MEASURING
INSTRUMENT GIVES AN ACCURATE MEASUREMENT (OR OTHER INFORMATION) AS IS REQUIRED.
AS AN EXPRESS CONDITION TO OUR SUPPLY, YOU HEREBY AGREE AND ACKNOWLEDGE THAT YOU
WILL NOT USE, SELL, SUPPLY OR INSTALL THE SAME UNTIL VERIFIED.
14. Therapeutic Goods Act
TAKE NOTE THAT UNLESS OTHERWISE CLEARLY SPECIFIED, THE SCALE(S) OR DEVICE(S) SOLD
OR SUPPLIED BY US ARE NOT TO BE USED FOR THERAPEUTIC PURPOSES.