General Credit Terms & Conditions (Incorporating Hire Terms & Conditions)

Payment: The Customer must pay for all Products supplied by RSEA Pty Ltd (“RSEA”) within 30 days from end of month in which the Products were invoiced by RSEA (“Due Date”).
Interest: If payment is not received by RSEA on or before the Due Date, the Customer agrees to pay interest on all amounts owing and not paid by the Due Date at the interest rate equal to the interest rate prescribed by the Penalty Interest Rates Act 1983 (Vic) from time to time.
GST: Each amount payable by the Customer under these Terms in respect of a Taxable Supply by RSEA is a GST exclusive amount and the Customer must, in addition to that amount and at the same time, pay to RSEA the GST applicable in respect of that supply at the then prevailing GST rate. In this clause, “Taxable Supply” and “GST” have the meanings set out in the A New Tax System (Goods and Services) Act 1999.
Property & Risk: Property in the Products does not pass until the Customer has paid all monies owing to RSEA in full. Risk in the Products passes to the Customer at the time of delivery.
Freight: Unless otherwise agreed, the Customer must pay the cost of shipping the Products to the Customer’s required delivery location if the value of the order is less than $200 (ex GST) or such other amount as RSEA may notify its Customers of from time to time.
In-store Transactions: Any Customer who wishes to transact in-store must first complete RSEA’s customer verification template. The customer verification template allows a Customer to nominate under two streams. Stream (A) allows the Customer to nominate individual(s) to purchase Products in-store on the Customer’s account; and stream (B) permits a purchase order to be emailed to a RSEA store with the Products to be collected in person by a named customer representative. The purchase order or email from a nominated approved individual must include the full name of the person authorised to collect Products in-store. The collecting individual will be required to prove their identity, by showing a form of government issued photo identification (eg passport or driver licence), when purchasing or collecting Products in-store. Each purchase order must have a unique identification number and must be emailed to the RSEA store from a verified Customer email address. Phone orders will not be accepted for in-store purchases in any circumstance.
Acceptance of Products & Returns: The Customer is deemed to have accepted the Products as in accordance with an order unless it notifies RSEA in writing to the contrary within 10 days of receipt of the Products. Any returns will be processed in accordance with RSEA’s then current return policy as reproduced on the RSEA website (currently located here: https://www.rsea.com.au/delivery-and-returns).
Out of Stock Products: If a Customer places an order for Products that are out of stock, RSEA will use its reasonable endeavours to deliver the Products to the Customer as soon as possible once the Products are received from RSEA’s supplier, if at all, unless the Customer notifies RSEA in the meantime that it no longer requires the Products. RSEA make no warranty that out of stock products will become available.
Suspension or Ceasing Supply: (a) RSEA may in its complete discretion and without incurring any liability to the Customer do any one of the following: (a) cease or suspend supply of Products to the Customer; and vary or withdraw any credit granted to the Customer. (b) Without limiting clause 9(a), if an Event of Default occurs then RSEA may, without prejudice to its other rights, demand immediate payment of all monies owed to it by the Customer, retain all monies paid on account, or cease further deliveries and recover from the Customer all direct, losses and/or take immediate possession of any Products not paid for.
Liability of RSEA: RSEA will not be liable for any loss or damage whatsoever suffered by the Customer as a result of any act, omission or statement made by RSEA, its employees, contractors or agents whether negligent or not, except that nothing in these Terms limits any liability imposed by any statute unless or to the maximum extent that it is lawful to do so. The Customer agrees that RSEA has no liability to the Customer for any Consequential Loss arising out of the sale or use of the Products. Consequential Loss means loss of expected savings, loss of use, loss of opportunity, loss of profit, loss of revenue, increased financing costs, loss arising from delay, or any consequential, special or indirect loss or damage, whether or not the possibility or potential extent of the loss or damage was known or foreseeable, and whether arising from a claim under indemnity, contract, tort (including negligence), statute or otherwise.
Limitation of liability in respect of Australian Consumer Law Guarantees To the extent that Products supplied by RSEA are not goods of a kind ordinarily acquired for personal, domestic or household use and the Customer is deemed to be a consumer for the purposes of section 64A of the Australian Consumer Law, and the Customer agrees that RSEA’s liability for a failure to comply with a consumer guarantee that the Customer may have the benefit of under the Australian Consumer Law (other than a guarantee under ss 51 (title), 52 (undisturbed possession) and 53 (undisclosed securities)), is limited to, at RSEA’s option, to one or more of the following:
1. replacement of the goods or the supply of equivalent goods;
2. the repair of the goods;
3. the payment of the cost of replacing the goods or of acquiring
4. equivalent goods; or
5. the payment of the cost of having the goods repaired.
RSEA's Conduct: RSEA’s acceptance of payment, or delay or failure to act, shall not prejudice its right to exercise any remedy against the Customer.
Notification of Change of Details: Where any change takes places in the Customer’s trading structure or a change in the significant ownership of the Customer occurs (significant ownership defined as >25% shareholding), The customer is required to notify RSEA within 30 days of the date of change. A change in the Customer’s trading structure or change in the significant ownership is deemed as an assignment of this agreement requiring RSEA’s approval which will not be unreasonably withheld.
Variation of Terms: RSEA has the right to vary these Terms at any time by notice to the Customer and thereafter the varied Terms are binding on the Customer. If the Customer does not wish to be bound by the new Terms then it must immediately cease acquiring products from RSEA on credit.
Effect of Other Terms: These Terms are in no way affected by any other express or implied terms contained in any terms of sale or hire or purchase order issued by the Customer in relation to the sale or hire of the Products. No terms of the Customer apply to any agreement between the Customer and RSEA.
Expenses: Each part must pay their own expenses (including all stamp duty, bank charges and legal fees on a full indemnity basis) in connection with entry into these Terms.
Set off: RSEA is entitled in its absolute discretion to set off any credits that may appear in the Customer’s account with RSEA against any other amounts owed by or debts of the Customer to RSEA (and to give effect to this, the Customer irrevocably appoints RSEA as the Customer’s attorney).
Trusts: These Terms bind the Customer both personally and as trustee of any trusts of which the Customer is trustee.
Severance: Each clause and subclause of these Terms are separate and independent. If any clause or subclause is found to be invalid or ineffective, the other clauses or subclauses will not be adversely affected.
Transfer of Rights: RSEA can transfer its rights under these Terms to someone else on reasonable notification to the customer.
Application of Laws: The laws of the State of Victoria govern the parties trading. The parties submit to the jurisdiction of the Courts of the State of Victoria.
Definitions: In these Terms unless the context requires otherwise:
1. “Customer” means each and every person or corporation to whom RSEA supplies Products under these Terms;
2. "Event of Default” means any of the following events:
  (i) the Customer fails to pay for the Products; (ii) the Customer is in breach of these Terms; (iii) if the Customer is a company: an order is made or a resolution is effectively passed for winding up of the Customer; the Customer resolves to appoint a receiver or provisional liquidator or an administrator, or a receiver or provisional liquidator or an administrator is appointed; the Customer goes into liquidation or makes an assignment or an arrangement or composition with its creditors; the Customer stops payment or is deemed unable to pay its debts within the meaning of the Corporations Act 2001; if the Customer is a natural person, an order is made for the Customer’s bankruptcy, or the Customer dies or becomes mentally or physically incapable of managing his or her affairs or an order is applied for or made to place the assets and affairs of the Customer under administration; the Customer ceases or threatens to cease carrying on business;
3. “Officer” means each director, secretary, manager and authorized representative of RSEA;
4. “Products” means all goods supplied by RSEA to the Customer; and
5. “Terms” means these General Credit Terms and Conditions.

Conditions Of Hire

DEFINITIONS In these Conditions unless the context requires otherwise:
1. "Conditions" means these conditions of hire.
2. "Equipment" means any item hired by the Hirer from the Owner.
3. "GST" means GST within the meaning of the GST Act
4. "GST Act" means the A New Tax System (Goods and Services Tax) Act 1999 (Cth) and the related imposition Acts of the Commonwealth.
5. "Hirer" means the person or corporation specified on the face of the contract to whom the Owner hires the Equipment.
6. "Owner" means RSEA Pty Ltd (ABN 91 094 385 430).
RATES: All quoted hire rates are valid for up to 30 days from the commencement date of the hire period specified in the quotation. The quoted hire rates may change without notice thereafter except that any increases in hire rates will not apply to orders already placed and paid for by the Hirer prior to the increase. Associated charges, including transport costs such as demurrage, delay costs and fuel costs may change or be payable by the Hirer without prior notice.
PAYMENT
1. If paying by cash, the Hirer must pay the Owner for the total quoted rates and charges in full prior to the date on which the Equipment is collected by or delivered to the Hirer.
2. If the hire period of the Equipment is longer than one month, the Hirer must enter into a credit account with the Owner and pay the Owner each invoice in full within 30 days from invoice month end.
3. Subject to clause 2, the Owner reserves the right to revise its rates and charges without notice to the Hirer.
4. Hire rates cover the fee for hiring the Equipment only. If the Hirer requires the Equipment to be delivered, the Hirer must pay a charge for transporting the Equipment, including loading at the Owner’s premises and unloading at the required destination. Collection charges also apply if the Equipment is to be collected from the Hirer at the end of the hire period. Any other additional services provided by the Owner to the Hirer will be paid for by the Hirer at the Owner’s then applicable rates.
5. The Owner may charge the Hirer a fee for accepting payment by a credit card in accordance with applicable laws.
6. The Owner may set-off against any credit owed to the Hirer any amount owing by the Hirer to the Owner.
INTEREST
1. The Owner may, in its absolute discretion, charge the Hirer interest on all amounts not paid by the due date at a rate equal to the interest rate prescribed by the Penalty Interest Rates Act 1983 (Vic) from time to time.
2. All payments received from the Hirer shall be applied by the Owner first towards reduction of any interest owing and then in reduction of any principal amount.
COSTS AND EXPENSES: The Hirer must pay to the Owner any costs, charges and expenses, including all fines, penalties, bank charges and legal fees on a full indemnity basis, incurred by the Owner in connection with the exercise or attempted exercise of any power, right or remedy under these Conditions or the failure of the Hirer to comply with these Conditions.
TAXES AND DUTIES
1. Except as otherwise provided at law, all hire duties, excise, goods and services and similar taxes or duties which the Owner may be required to pay or collect with respect to the Equipment or its supply to the Hirer shall be paid by the Hirer. Where the Hirer claims exemption from any tax or duty, the Hirer must furnish appropriate exemption certificates to the Owner.
2. Stamp duty is charged on all hire costs excluding GST in accordance with applicable laws.
GST
1. To the extent that a party makes a taxable supply under or in connection with these Conditions except where express provision is made to the contrary, the consideration payable by a party under or in connection with these Conditions represents the value of the taxable supply for which payment is to be made and on which GST is to be calculated.
2. If a party makes a taxable supply under or in connection with these Conditions for a consideration which, under clause 7.1, represents its value, then the party liable to pay for the taxable supply must also pay at the same time and in the same manner as the value is otherwise payable, the amount of any GST payable in respect of the taxable supply.
3. Upon receipt of the consideration and GST payable, a valid tax invoice will be delivered to the party which paid that sum within 7 days of payment.
NOTIFICATION OF CHANGE OF DETAILS: Where any change takes places in the Hirer’s trading structure or a change in the significant ownership of the Hirer occurs (significant ownership defined as >25% shareholding), the Hirer is required to notify the Owner within 30 days of the date of change. A change in the Hirer’s trading structure or a change in the significant ownership of the Hirer is deemed as an assignment of this agreement requiring the Owner’s approval which will not be unreasonably withheld.
RIGHTS IN EQUIPMENT
1. Title to any Equipment does not pass from the Owner to the Hirer.
2. All risk in the Equipment passes to the Hirer at the time of delivery.
3. The Owner may inspect the Equipment from time to time during the hire period and the Hirer will permit or procure admission for representatives of the Owner to the premises upon which the Equipment is situated for that purpose.
4. Without limiting clause 9.1, if the Hirer fails to pay any amount on or before the due date, the Owner may with notice to the Hirer enter any premises occupied by the Hirer or any other place where the Equipment may be and recover possession of the Equipment.
PPSA: Until all monies due and payable by the Hirer to the Owner have been paid:
1. The Owner is and will be entitled at any time to demand the return of the Equipment and the Hirer must do all things necessary to immediately permit the Owner, without notice and without liability to the Hirer, to enter and access any premises occupied by the Hirer in order to search for, locate, identify, retrieve and remove the Equipment. If there is any inconsistency between the rights conferred under this clause 10 and Chapter 4 of the Personal Properties Securities Act 2009 (PPSA), this clause 10 prevails;
2. to the extent that these Conditions create a Security Interest for the Owner in the Equipment, the Hirer acknowledges and agrees that the Owner has a Security Interest in the Equipment under the PPSA and that:
3. the Hirer will not grant or seek to grant any Security Interest in the Equipment adverse to the interest of the Owner;
4. the Owner’s Security Interest secures all monies owing by the Hirer under these Conditions;
5. the Owner’s Security Interest in the Equipment is a “purchase money security interest” (PMSI) under the PPSA to the extent that it secures payment; and
6. the Owner’s Security Interest Attaches (as that term is defined in the PPSA) to the Equipment when the Hirer attains possession of the Products.
7. the Hirer agrees to provide all information and execute all documents necessary for the Owner to register and perfect its Security Interest in the Equipment under the PPSA and agrees that all fees in relation to registration including amendments to any registration are to be borne by the Hirer.
8. the Hirer waives its right to receive any notice under the PPSA (including notice of a verification statement after registration or variation of a registration) unless a requirement for notice cannot be excluded under the PPSA.
PERIOD OF HIRE
1. Hire is charged whilst the Equipment is out of the possession of the Owner and is based on either a minimum of 8 hours per day (if charged by the hour) or 1 day (if charged daily). The Owner may charge an additional fee for any hire period in excess of 8 hours per day.
2. The minimum hiring period for Equipment may vary from item to item.
HIRER CLAIMS
1. Claims relating to the quality or suitability of the Equipment and/or ancillary services provided (including any missing or damaged items) must be made within 48 hours of the Hirer receiving the Equipment or the Equipment is deemed to be in order in all respects.
2. If a claim is notified by the Hirer, the Owner will use its reasonable endeavors to repair or replace the Equipment that is reported to be faulty, unsuitable or damaged or supply any missing items as soon are reasonably practicable during business days (excluding weekends and public holidays).
3. The Owner is not responsible for any cost, loss, expense or damage (including without limitation loss of profits or consequential loss) incurred by the Hirer if the Hirer does not comply with this clause 12.
THIRD PARTIES: During the period of hire referred to in clause 11, the Hirer must not part possession with the Equipment nor sell, assign, gift, lend, hire, mortgage, charge, encumber or otherwise transfer the Equipment or the benefit of these Conditions to any third party whatsoever.
ORDERS, CANCELLATIONS AND DELIVERY
1. Orders must be received not less than 24 hours prior to the time on which the Equipment is collected by or delivered to the Hirer (Hire Time) unless otherwise agreed by the Owner.
2. New orders or changes to existing orders placed within 24 hours of the Hire Time may be subject to an additional fee.
3. All orders cancelled within 24 hours of the Hire Time but prior to collection or delivery of the Equipment will be charged at a minimum of half the collection rate plus other applicable charges at the sole discretion of the Owner.
4. If the Owner delivers the Equipment, the Hirer will provide the Owner with a reasonable period to safely unload the Equipment in a suitable area immediately on arrival at the delivery destination and will assist the Owner if required.
5. The Owner makes no representation and gives no warranty that the Equipment will be available at the Hire Time if the Equipment has not been returned to the Owner by other customers at the time the order is made by the Hirer.
THE HIRER'S COMPLIANCE AND ACCESS: The Hirer will:
1. use the Equipment only for the purpose for which it is designed and will not remove, obscure or otherwise interfere with any identifying mark, plate or number on or in the Equipment;
2. (where applicable) clean, fuel and lubricate the Equipment and maintain the Equipment in good repair and condition in each case at the Hirer’s expense;
3. clean the Equipment thoroughly upon completion of hire and if the Hirer fails to do so, the Owner may charge the Hirer a cleaning fee at the Owner’s then applicable rate;
4. where the Equipment requires fuel and/or other consumables, upon completion of hire, return the item with a full tank of fuel and/or replace any used consumables and if the Hirer fails to do so, the Hirer will be charged a fee at the Owner’s then applicable rate in addition to the cost of filling the tank and/ or replacing the consumables;
5. accept full responsibility for the safe-keeping of the Equipment during the hire period;
6. return the Equipment to the Owner at the conclusion of the hire period;
7. not be entitled to claim any lien over the Equipment or sell, transfer, assign, mortgage, charge or encumber in any way the Equipment;
8. comply with all laws and regulations (including in relation to road traffic and health and safety) in relation to the Equipment and its operation; and
9. procure that its employees, contractors, and personnel comply with the Owner’s reasonable requirements and instructions in respect of the Equipment.
10. be responsible for filling any water-filled barriers/end treatments with water and for emptying them at the conclusion of the hire.
LIABILITY
1. The Owner is not liable for any loss or damage whatsoever suffered by the Hirer, including as a result of any act, omission or statement made by the Owner, its employees, contractors or agents whether negligent or not, except that nothing in these Conditions limits any liability imposed by any statute unless and to the extent that it is lawful to do so.
2. The Hirer accepts that the Owner gives no warranty that the Equipment is suitable for the Hirer’s purpose.
3. In this clause 16, Australian Consumer Law means the Australian Consumer Law set out in Schedule 2 to the Competition and Consumer Act 2010 (Cth) as amended or replaced from time to time.
4. To the extent that the Hirer acquires goods or services from the Owner as a consumer within the meaning of the Australian Consumer Law, Hirer may have certain rights and remedies (including, without limitation, consumer guarantee rights) that cannot be excluded, restricted or modified by agreement. Nothing in this clause 16 operates to exclude, restrict or modify the application of any implied condition or warranty, provision, the exercise of any right or remedy, or the imposition of any liability under the Australian Consumer Law or any other statute where to do so would contravene that statute or cause any term of this agreement to be void (“Non-excludable Obligation”).
5. Except in relation to Non-excludable Obligations, all conditions, warranties, guarantees, rights, remedies, liabilities or other terms that may be implied by custom, under the general law or by statute are expressly excluded under this agreement.
6. Except in relation to Non-excludable Obligations, and despite any other provision of this Agreement, Owner’s liability to Hirer arising directly or indirectly under or in connection with this Agreement or the performance or non-performance of this Agreement and whether arising under any indemnity, statute, in tort (for negligence or otherwise), or on any other basis in law or equity Owner excludes all liability for loss of revenue, loss of goodwill, loss of customers, loss of capital, downtime costs, loss of profit, loss of or damage to reputation, loss under or in relation to any other contract, loss of data, loss of use of data, loss of anticipated savings or benefits, or any indirect, consequential or special loss, damage, cost or expense or other claims for consequential compensation, incurred by or awarded against Hirer under or in any way connected with this Agreement or the provision of the Equipment. In relation to Non-excludable Obligations (other than a guarantee as to title, encumbrances or quiet possession conferred by the Australian Consumer Law), except for goods or services of a kind ordinarily acquired for personal, domestic or household use or consumption (in respect of which Owner’s liability is not limited under this Agreement), Owner liability to Hirer for a failure to comply with any Non-excludable Obligation is limited to the cost of supplying the services again or payment of the cost of having the services supplied again.
7. Subject to clause 17, the Hirer indemnifies the Owner for all loss, theft or damage to the Equipment however caused whether or not such loss, theft or damage is attributable to any negligent, reckless or willful act, failure or omission of the Hirer. The Owner’s count of the number of item of Equipment returned to the Owner at the conclusion of the hire period will, in the absence of manifest error, be binding on the Hirer.
8. The Hirer acknowledges it has reviewed both the relevant state-based product approvals/acceptance conditions and the manufacturer’s installation manual. Should any part of the proposed installation not comply with these documents, the Owner recommends that the Hirer undertake a Site Specific Risk Assessment in accordance with AS/NZS 3845.1:2015 prior to deciding to proceed with the installation in line with its traffic management plan.
INSURANCE
1. The Hirer, at its own expense, will take out and maintain all appropriate and prudent policies of insurance for the duration of the hire period and provide the Owner with a copy of such insurance policies upon request including:
  - for damage to or arising out of the hire of Equipment in an amount not less than the full new replacement cost of the Equipment except where the Hirer has taken the benefit of damage waiver cover in accordance with clause 18; and
  - for all third-party public liability risks in respect of the hire or use of the Equipment by the Hirer in an amount not less than $10 million.
DAMAGE WAIVER
1. The Hirer may elect to pay a damage waiver fee of 12.5% (increasing to 15% for hires effective 1 July 2025) of the hire charge (“Damage Waiver Fee”). This will be added to the Hirer’s monthly invoice. A damage waiver is not insurance. It is an agreement by the Owner that the Hirer’s liability for damage or loss of the Equipment is limited, where the Equipment is being utilised for its intended purposes in accordance with these Conditions, to an amount calculated in accordance with clause 18.2 (“Damage Waiver Excess”).
2. Where the Hirer has elected to pay the Damage Waiver Fee, in the event of damage or loss of the Equipment, a Damage Waiver Excess will be payable by the Hirer in the amount of the greater of $500.00 per lost or damaged item or 20% of the cost of repair or, if lost or beyond repair, 20% of the replacement cost.
3. The decision as to whether an item of Equipment is to be replaced or repaired is at the sole discretion of the Owner.
4. Damage waiver will not apply unless the Hirer is able to establish to the reasonable satisfaction of the Owner that none of the exclusions in clause 19 applies.
5. If the Hirer elects not to pay the Damage Waiver Fee, it must ensure that it complies with the insurance obligations set out in clause 17.
DAMAGE WAIVER EXCLUSIONS
1. Damage waiver will not apply if the loss or damage is caused by: misuse, abuse or overloading of the Equipment; use of the Equipment in violation of any laws and regulations or contrary to any instructions for use of the Equipment; a lack of proper maintenance or care whilst the Equipment is in possession of the Hirer; where the Owner reasonably believes the Hirer failed to take reasonable precautions to protect and secure the Equipment; where the Damage Waiver Fee was in arrears prior to any loss or damage; or in the case of the negligent, reckless or willful conduct of the Hirer.
2. The Hirer will provide the Owner with all the information requested by the Owner for the purpose of establishing whether one of the exclusions in this clause 19 applies.
FORCE MAJEURE: The Owner is not responsible for any delay in delivery or failure to deliver the Equipment or for any breach of these Conditions due to causes beyond its control including but not limited to acts of God, war, terrorism, mobilization, civil commotion, riots, embargoes, orders or regulations of governments of any relevant jurisdiction, fires, floods, strikes, lockouts or other labor difficulties, shortages of or inability to obtain storage or transportation.
SUB-CONTRACTING: The Owner may sub-contract to any suitably qualified person and on any terms, the performance of part or all of the services to be provided to the Hirer.
TERMINATION: The Owner may terminate the hire of Equipment:
1. if the Hirer fails to pay any amount payable to the Owner on or before the due date;
2. if (a) the Hirer is a company and an order is made or a resolution is effectively passed for winding up of the Hirer; the Hirer resolves to appoint a receiver or provisional liquidator or an administrator, or a receiver or provisional liquidator or an administrator is appointed; (b) the Hirer goes into liquidation or makes an assignment or an arrangement or composition with its creditors; or (c) the Hirer stops payment or is deemed unable to pay its debts within the meaning of the Corporations Act 2001 (Cth);
3. if (a) the Hirer is a natural person and an order is made for the Hirer’s bankruptcy, or the Hirer dies or becomes mentally or physically incapable of managing his or her affairs or an order is applied for or made to place the assets and affairs of the Hirer under administration; or (b) the Hirer ceases or threatens to cease carrying on business;
4. if the Hirer commits any breach of these Conditions; or
5. without cause upon giving the Hirer 48 hours’ notice.
DISPUTE RESOLUTION
1. A party must not start arbitration or court proceedings (except proceedings seeking injunctive, declaratory or interlocutory relief or relating to debt recovery) in respect of a dispute arising out of these Conditions (“Dispute”) unless it has complied with this clause.
2. A party claiming that a Dispute has arisen must notify the other party, giving details of the Dispute.
3. During the 30-day period after a notice is given under clause 23.2 (or such longer period agreed in writing by the parties) (“Initial Period”) each party (“Disputant”) must use its best efforts to resolve the Dispute in good faith.
4. If the Disputants are unable to resolve the Dispute within the Initial Period, each Disputant agrees that the Dispute must be referred for mediation, at the request of either Disputant, to:
  - a mediator agreed on by the Disputants; or
  - if the Disputants are unable to agree on a mediator within 7 days after the end of the Initial Period, a mediator nominated by the then current President of the Law Institute of the applicable State or Territory under clause 26.4 or the President’s nominee (a copy of this Agreement constitutes proof of the party’s agreement to respect his or her nomination).
5. The role of any mediator is to assist in negotiating a resolution of the Dispute. A mediator may not make a decision that is binding on a Disputant unless that Disputant has so agreed in writing.
6. Any information or documents disclosed by a Disputant under this clause 23 must be kept confidential, are provided on a without prejudice basis and not be used except to attempt to resolve the Dispute.
7. Each Disputant must bear its own costs of complying with this clause and the Disputants must bear equally the costs of any mediator engaged.
8. The Owner reserves the right to charge the Hirer the current rates (and any interest accrued in accordance with clause 4) for the period of time the parties are in Dispute if the Hirer has retained possession of the Equipment during the period of the Dispute.
EFFECT OF OTHER CONDITIONS: These Conditions are in no way affected by any other express or implied terms contained in any order, terms, or other document issued in relation to the Equipment. No terms of the Hirer apply to any agreement between the Owner and the Hirer where inconsistent with these Conditions.
MISCELLANEOUS
1. Each clause and subclause of these Conditions is separate and independent. If any clause or subclause is found to be invalid or ineffective, the other clauses or subclauses will not be adversely affected.
2. Time is of the essence in respect of all the Hirer’s obligations under these Conditions.
3. No failure to exercise nor any delay in exercising any right, power or remedy by the Owner operates as a waiver. A single or partial exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the party granting that waiver unless made in writing.
4. These Conditions are governed by the laws of Victoria and the parties submit to the jurisdiction of the courts of that State and the courts of appeal therefrom.
5. The Hirer warrants that in agreeing to these Conditions the person signing the document has the authority of the Hirer to do so and is empowered by the Hirer to bind the Hirer to these Conditions and hereby indemnifies the Owner against all losses, costs and claims incurred by the Owner arising out of the person so signing these Conditions not having such power and/or authority.
6. The Owner may in its complete discretion and without incurring any liability to the Hirer amend these Conditions.
7. These Conditions constitute the whole agreement made between the Owner and the Hirer and no officer, servant or agent of the Hirer has any authority to vary, add to or omit any of the terms or conditions hereof.
8. These Conditions bind the Hirer in its personal capacity and as trustee of any trust.