Terms & Conditions – Sale & Hire Agreement
1. General
a. Subject to any prescribed terms, this document together with the relevant Confirmation embodies the sole terms and conditions of the Contract between Vast AV Pty Ltd and the Client and supersedes all other conditions and agreements between the parties, unless expressly amended in writing by Vast AV Pty Ltd.
b. These terms and conditions shall without further notice apply to all future transactions between Vast AV Pty Ltd and the Client in relation to the sale and hire of goods, whether or not this document is delivered or executed in the course of the transaction.
c. For the avoidance of doubt, none of the terms and conditions contained in any document or other instrument supplied by or on behalf of the Client (including without limiting the foregoing those included in any purchase order or like document from the Client) shall apply to or form part of the Contract, except and to the extent otherwise agreed in writing by Vast AV Pty Ltd.
d. No variation or abrogation of these terms and conditions shall be effective unless it is evidenced in writing signed on behalf of Vast AV Pty Ltd.
2. Inspection
a. The Client is satisfied that;
1. On delivery, all equipment is clean, in good repair and in safe working order.
2. Compliance has been met with all regulatory authorities.
3. Use of Equipment
a. The Client agrees that the equipment is to be used;
1. In a skilful and proper manner.
2. For the purpose for which it is was designed for.
3. At the address that the Client has provided.
4. Return of Equipment and Termination
a. The Client agrees;
1. To return the equipment during regular trading hours.
2. To authorise Vast AV Pty Ltd to enter upon such land as is necessary to recover the equipment.
3. Vast AV Pty Ltd may terminate the hire agreement at any time at its sole discretion if there is risk of harm or damage.
5. Loss and Damage (Dry hire)
a. The Client understands;
1. The Client will be liable for the cost of new replacement if lost or stolen during the hire period.
2. An attempt to repair damages will be undertaken by Vast AV Pty Ltd or its appointee; all costs of repair will be charged to the Client.
6. Calculation of Charges
a. GST applies to all goods and services supplied. All prices are inclusive of the Australian Government’s Goods and Services Tax (GST), currently set at 10%.
b. All prices are correct at the time of quotation; Price changes may occur by reason of matters outside our control which increase the cost of the product or service.
c. Quotes are valid for a period of 30 days from when they were written.
d. Hire charges are based on time out, not time used.
e. One day hire is 24 hours from receipt of the equipment/service.
f. One week is 7 consecutive days and can include weekends and holidays.
g. Vast AV Pty Ltd uses a 3 day rental week, i.e. 3 days rental charges equals one week.
7. Payment & Terms
a. The Client will pay a 50% non refundable deposit with confirmation of this agreement.
b. Unless otherwise agreed by the parties in writing, final payment shall be made within 14 days from the end of the delivery date in which the invoice is dated, excluding international orders where full payment must be completed prior to arriving onsite for the setup.
c. All Dry hires and repairs must be paid in advance or on collection and delivery of the equipment.
d. Time for payment of the price of the goods shall be of the essence of the Contract and if the Client fails to pay the price when due Vast AV Pty Ltd may treat the Contract as repudiated by the Client or may, unless payment in full is made, suspend delivery of the goods the subject of the Contract and any goods the subject of any other Contract with the Client without incurring any liability whatsoever to the Client in respect thereof. In addition, without prejudice to such rights of Vast AV Pty Ltd, the Client shall (if so required by Vast AV Pty Ltd) pay interest to Vast AV Pty Ltd on the outstanding amount of the price at the rate of 2% per week compounding until the price is paid in full.
e. Notwithstanding any rights of lien to which Vast AV Pty Ltd may otherwise be entitled, Vast AV Pty Ltd shall have a specific lien (including a right of sale) over the goods the subject of the Contract and any goods the subject of any other contract with the Client until the price of the goods has been paid in full. The Client shall not be entitled to make any deduction from the price of the goods in respect of any off-set or counter claims.
f. The Client will be responsible for any expense or costs incurred due to Client requirements in preparation for the sale or hire if cancelled within one week of delivery.
g. Cancellation of an order for any reason outside Vast AV Pty Ltd’s control in less than 48 hours prior to the contract date, the Client will be responsible for 100% of the quoted value.
h. If an event is postponed before 48 hours notice of the contract start date, Vast AV Pty Ltd can hold the deposit for no longer than 12 months, in which then the credit expires.
i. Credit card transactions will attract a 2% processing service fee.
j. Vast AV Pty Ltd can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all obligations to any third party.
k. The Client must not, without prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of the Client’s rights or obligations under these Terms and Conditions.
8. Additional Charges & Encumbrances
a. Vast AV Pty Ltd will not be held liable for any venue or third party charges in order to perform the work carried out by request of the Client.
b. The Client will be responsible for any adjustments or charges that Vast AV Pty Ltd wasn’t made aware of at the time of quotation to complete the work at the request of the Client.
c. If the Client requests Vast AV Pty Ltd to deliver, install or collect the equipment, the Client agrees to pay for reasonable expenses occurred in complying with this request in addition to the hire charges. These expenses may include costs due to any delay incurred or additional labour performed to the Client’s failure to prepare the site.
d. If the equipment is not returned at the end of the hire period, the Client will be charged an additional rate for extra time.
e. If the equipment is not returned in a clean condition or in good repair and working order (fair wear and tear excepted) Vast AV Pty Ltd may at its discretion charge the Client for all reasonable costs for cleaning the equipment, restoring it to good repair.
f. Any loss of sales on contracts Vast AV Pty Ltd suffers due to the loss or damage of hired equipment, the Client will be charged accordingly whilst the equipment is out of commission or waiting on delivery for replacement.
9. Cost Recovery
a. Any expenses, costs or disbursements incurred by Vast AV Pty Ltd in recovering any outstanding monies owing by the Client including debt collection fees and solicitors costs shall be paid by the Client, providing that those fees do not exceed the scale charges as charged by that debt collection agency or solicitor plus any out of pocket expenses.
10. Warranties and Exclusions of Liability
1. Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, Internet Services Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the services to be carried out under these Terms and Conditions.
a. Vast AV Pty Ltd warrants that the goods when delivered to the Client will comply with any description for the goods contained in the relevant order confirmation (if any) and with the Standard Specification for the goods. Vast AV Pty Ltd is not required to supply goods with any specification or characteristics that are outside any such description for the goods (if any) or the Standard Specifications.
b. The Client acknowledges, agrees, represents and warrants that:
1. As the use of the goods is outside the control of Vast AV Pty Ltd, the Client is satisfied that the goods when supplied will have the condition, characteristics, quality and attributes
that will make them suitable or fit for any ordinary or special purpose required for those goods, even if that purpose is made known to Vast AV Pty Ltd at any time;
2. The Client has or will in a timely manner conduct all mandatory or prudent tests and apply all mandatory or prudent quality control checks and procedures to ensure the goods and any product that is produced from them will be without defect and suitable or fit for any purpose required for them; and
3. The Client has not relied upon any statement, representation, warranty, guarantee, condition, advice, recommendation, information, assistance or service provided or given by Vast AV Pty Ltd or anyone on its behalf in respect of the goods, other than those that are expressly contained in the Contract.
c. The Client releases and indemnifies Vast AV Pty Ltd and its officers, employees, consultants and agents from and against all actions, claims, proceedings and demands (including those brought by third parties) which may be brought against it or them, whether on their own or jointly with the Client and whether at common law, under tort (including negligence), in equity, pursuant to statute or otherwise, in respect of any loss, death, injury, cost or damage arising out of any breach by the Client of any warranty provided by it under paragraph b) of this clause.
d. Except as expressly set out in the Contract and except for liability under any Prescribed Terms, to the full extent permitted by law:
1. All conditions, warranties, guarantees, terms and obligations expressed or implied by law or otherwise relating to the Contract or the performance of Vast AV Pty Ltd’s obligations under the Contract or to any goods or services supplied or to be supplied by Vast AV Pty Ltd under the Contract are excluded, except for those conditions and warranties as to title in the goods; and
2. Without limiting the generality of the foregoing, Vast AV Pty Ltd gives no condition, warranty or guarantee whatsoever as to the suitability, performance or fitness of the goods for their ordinary or any special use or purpose, and the description of the goods in any Contract or any other document shall not import any such condition, warranty or guarantee on the part of Vast AV Pty Ltd.
e. Notwithstanding anything to the contrary herein contained but subject to the provisions of any Prescribed Terms, Vast AV Pty Ltd’s liability in respect of any Claim arising in any way out of the Contract or its performance or from any failure to perform the Contract including (without limiting the generality of the foregoing) for breach of any condition, warranty or guarantee contained in the Contract or in any Prescribed Term implied into or applying to the Contract and whether that liability arises under contract, tort (including negligence), breach of statutory duty or otherwise, is limited as follows:
1. If any guarantee under the Act is applicable to any good or service supplied by Vast AV Pty Ltd and Vast AV Pty Ltd’s liability is due to a failure to comply with the guarantee and such failure cannot be remedied or is a major failure as defined in the Act (each such failure hereafter referred to as a Relevant Failure), Vast AV Pty Ltd’s liability is as stated in the Act in respect of that Relevant Failure;
2. If the liability is due to a failure to comply with any condition, warranty or guarantee in respect of any good or service supplied by Vast AV Pty Ltd under the Contract and such failure is not a Relevant Failure, Vast AV Pty Ltd’s liability is limited as follows in respect of such failure:
2a. If the failure is in respect of goods, Vast AV Pty Ltd’s liability is limited to replacement of the goods or the supply of equivalent goods, the repair of the goods, payment of the cost of replacing the goods or of acquiring equivalent goods, or payment of the cost of having the goods repaired, as determined by Vast AV Pty Ltd in its sole discretion; and
2b. If the failure is in respect of services, Vast AV Pty Ltd’s liability is limited to the supply of the services again or payment of the cost of having the services supplied again, as determined by Vast AV Pty Ltd’s in its sole discretion;
3. In respect of all other liability (if any), Vast AV Pty Ltd’s liability is limited in the aggregate to the amount of $10,000.
f. To the extent permitted by law, Vast AV Pty Ltd will have no liability to the Client, however arising and under any cause of action or theory of liability, in respect of special, indirect or consequential damages, loss of profit (whether direct or indirect) or loss of business opportunity arising out of or in connection with the Contract or its performance.
11. Force Majeure
a. Vast AV Pty Ltd shall not be under any liability whatsoever for the consequences of any failure on its part to perform or delay in performing any obligation under the Contract when due, whilst and to the extent that such failure or delay is due directly or indirectly to any event of force majeure. Without limiting the generality of the foregoing, this includes any liability whatsoever for any delay in completion, delivery, despatch, shipment or arrival of the goods or in the tender of any documents or the like.
b. “event of force majeure” includes any acts of God, war, riots, strikes, lock outs, trade disputes, fires, break downs, mechanical failures, service disruptions and interferences, interruptions of transport, Government action or any other cause whatsoever, whether or not of a like nature to those specified above, outside the reasonable control of Vast AV Pty Ltd.
c. If there is an event of force majeure, Vast AV Pty Ltd will notify the Client of the event and the likely impact on its performance under the Contract. If the event affect the capacity of Vast AV Pty Ltd to complete its material obligations under the Contract in a timely manner, Vast AV Pty Ltd may by notice to the Client terminate the Contract without any liability whatsoever on its part arising from such termination.
12. Copyright and Licensing
1. The Client must obtain any permissions, consents, licences or otherwise that are needed and give Vast AV Pty Ltd access to any and all relevant information, materials, properties and any other matters in order to provide the services.
2. The Client must comply with clause 12, or Vast AV Pty Ltd can terminate the Services.
3. Vast AV Pty Ltd is not liable for any delay or failure to provide the Services if this is caused by the Client’s failure to comply with the provisions of this section.
4. Any material designed by Vast AV Pty Ltd, the Client acknowledges transfer of ownership will take place when the payment has been settled in full.
13. Industrial Property Rights
a. The Client shall not alter, remove or in any way tamper with any of the trade or other marks or numbers of Vast AV Pty Ltd attached to or placed upon the goods.
14. Acceptance of Terms and Conditions
a. If Vast AV Pty Ltd performs the work outlined in the quote, then this represents acceptance of terms and conditions.
b. If a deposit is paid then this represents acceptance of terms and conditions.
c. The Terms and Conditions attached to the quote must be signed and emailed back to Vast AV Pty Ltd for guarantee of equipment and service
15. Definitions
a. Vast AV Pty Ltd is Vast AV Pty Ltd and any associated staff employed by Vast AV Pty Ltd.
b. The Client is the person, business or corporation hiring equipment or services from Vast AV Pty Ltd.
c. Hire is rental of goods and can include services and is not limited to only dry hire.
d. Dry hire is the rental of equipment that does not include a labour component and the Client is responsible for the care of equipment.
e. Equipment is all equipment, plant, leads and parts supplied to the Client.
f. Services is all labour and advice related to the hire and can include delivery, installation, operating and removal of equipment.
g. The headings in these terms and conditions are provided for convenience only and do not effect the interpretation thereof.
16. Jurisdiction
a. The law relating to this agreement shall be the Law of the State of Queensland.