Terms & Conditions of hire.

1. Definitions
1.1 In these Terms and Conditions unless the context otherwise requires:
(a) Business Day is a normal working day excluding Saturdays, Sundays and gazetted Public Holidays in the state in which the Equipment is delivered or collected from Prime Audiovisual.
(b) Clause means a clause of these Terms and Conditions.
(c) Equipment means the Equipment supplied to Customer by Prime Audiovisual from time to time.
(d) Force Majeure means an act, omission or circumstance over which Prime Audiovisual could not have reasonably exercised control.
(e) Delivery Advice means the attached Delivery Advice.
(f) Party means a Party to these Terms and Conditions and its successors, trustees and permitted assigns.
(g) Penalty Interest Rate means the rate prescribed by Section 2 of the Penalty Interest Rates Act 1993 (Cth).
(h) Rental Period means the period commencing on the date of delivery of Equipment or Commencement Date, whichever is the later; and concluding on the later of:(i) 3:00 pm on Conclusion Date; or (ii) if Conclusion Date is not a Business Day, 3.00 pm of the next Business Day after the Conclusion Date; or (iii) if Equipment is returned damaged, 3.00 pm on the date that Equipment is repaired by Prime Audiovisual or the replacement cost of Equipment is paid by Customer.
(i) Sub-clause means a Sub-clause of these Terms and Conditions.
(j) Terms and Conditions means these Terms and Conditions.
(k) Prime Audiovisual is defined as Prime Audiovisual Pty Ltd and its associated companies and subsidiaries.
1.2 Items appearing in bold type in these Terms and Conditions shall be interpreted as defined terms.
2. Interpretation
2.1 In the Interpretation of these Terms and Conditions unless the context otherwise requires:
(a) Words denoting a person shall include corporations, statutory corporations, partnerships, joint ventures, associations, boards, governments or semi-government agencies or authorities.
(b) Words denoting the singular number shall include the plural number and vice versa.
(c) Words denoting any gender shall include all other genders.
(d) A reference to a statute or a regulation also refers to any statute or regulation amending, or consolidating or re-enacting same.
(e) Money references are references to Australian currency.
(f) Headings used in this Terms and Conditions are for convenience and ease of reference only, and are not part of these Terms and Conditions and shall not be relevant or affect the meaning or Interpretation of these Terms and Conditions.
(g) Every obligation, covenant, agreement, condition express or implied in these Terms and Conditions and entered into by more than one Party shall bind them jointly and each of them severally.
(h) If any provision or part provision of these Terms and Conditions is held invalid, unenforceable or illegal for any reason, these Terms and Conditions shall remain otherwise in full force apart from such provision or part provision, which shall be deemed deleted.
(i) These Terms and Conditions take precedence over any Delivery Docket, quotation or any other agreement, verbal or written.
3. Scope
3.1 Prime Audiovisual shall provide Equipment for duration of the Rental Period.
3.2 Provided that Customer has not breached any provision of these Terms and Conditions, Rental Period may be extended at the request of Customer at the sole discretion of Prime Audiovisual.
3.3 In the event that the Equipment is not returned by the expiration of the Rental Period then at the sole option of Prime Audiovisual a further fee shall become due.
(a).Additional Fees means the daily fee stated for the Equipment in the Delivery Advice.
(b) In the event the Equipment is not returned by the expiration of the Rental Period, the Additional Fees will become due and payable by the Customer and such shall continue to accrue on the expiration of the Rental Period on a daily basis until the Equipment is returned.
In the event that Equipment is returned prior to the expiration of the Rental Period or any extended Rental Period then Prime Audiovisual may give a rebate on the Hire Fees but is not obliged to do so. No claim shall be made or maintainable if Prime Audiovisual determines not to give a rebate. Nothing in this Sub-clause shall oblige Prime Audiovisual to so extend a Rental Period.
3.4 Prime Audiovisual acknowledges that time is of the essence. If the Equipment is not delivered to the Customer (or able to be collected by the Customer) within a reasonable time of the Delivery Time, the Customer will be entitled to terminate this agreement.
4. Customer's Obligations
4.1 Customer shall:
(a) pay Prime Audiovisual all fees and charges payable including without limitation, Hire Fees, Service Fees, Delivery Costs, Collection Costs and Consumables.
(b) collect and return Equipment from and to the Delivery Address in a method approved by Prime Audiovisual. In particular, but without limitation, Customer shall not post Equipment.
(c) make all appropriate enquiries about Equipment's fitness for the purposes for which it is hired or used by Customer and shall determine whether Equipment is fit for that purpose and is in a condition suitable for use.
(d) use Equipment only for the purpose for which it is manufactured or designed and in accordance with the manufacturer's instructions.
(e) keep Equipment insured and be responsible for any loss or damage to the Equipment, either by fire, theft, vandalism, weather conditions, flood, water or any eventuality whatsoever and shall indemnify Prime Audiovisual and hold Prime Audiovisual harmless for any loss or damage in fact suffered other than through fair wear and tear in the normal course of use.
(f) clean the Equipment and return it to Prime Audiovisual in a clean condition, properly maintained in accordance with the manufacturer's recommendations.
(g) not sell, charge, pledge or part with possession of Equipment;
(h) keep Equipment at the address specified unless written permission has been obtained from Prime Audiovisual to relocate Equipment elsewhere;
(i) keep Equipment in a careful and proper manner and not interfere or tamper with or let anyone else do so;
(j) return Equipment in the same packaging as delivery was made in. Prime Audiovisual reserves the right to charge for packaging materials that are not returned.
(k) permit Prime Audiovisual its agents or servants to enter the premises where Equipment is located at all reasonable times in order to inspect Equipment or carry out repairs to Equipment.
5. Risk
5.1 Risk for the Equipment passes to the Customer when the Equipment leaves the premises of Prime Audiovisual and ceases when the Equipment is delivered into the safe possession of Prime Audiovisual at the premises.
5.2 Customer is responsible for the safekeeping of the Equipment and shall bear the risk of any loss, theft, damage or destruction of Equipment.
5.3 In the event that the Equipment requires repair as a result of Customer's negligence, misuse or abuse, Customer shall bear cost of any such repair including any freight charges.
5.4 Customer shall pay Prime Audiovisual the new replacement cost as assessed by Prime Audiovisual of the Equipment which is lost, stolen, destroyed or damaged beyond repair.
5.5 Customer shall pay Prime Audiovisual a reasonable refurbishing fee in the event that ownership labels, or other notices affixed to Equipment are removed or defaced.
5.6 Any item of non-expendable material (including operations manuals) not returned to Prime Audiovisual upon cessation of the Rental Period shall be charged to the account of the Customer at full replacement cost or $50 which ever shall be the greater amount.
6. Maintenance
6.1 Prime Audiovisual shall at its expense provide routine maintenance and recalibration for Equipment and shall use its best endeavours to expeditiously repair or replace Equipment which becomes defective during the Rental Period through no fault of the Customer.
6.2 In the event that the Equipment does not operate properly Customer shall as soon as practicable notify Prime Audiovisual and request instructions before taking remedial action.
6.3 Prime Audiovisual may at its option and for such length of time as it deems expedient replace Equipment with another of such type or model as shall for the time being be available and Equipment so substituted shall be subject to these Terms and Conditions. (a) Prime Audiovisual shall not be liable if the defect is a result of: (i) Improper use; (ii) operation of Equipment other than in accordance with the operating manual; (iii) modification of Equipment; (iv) use of Equipment in an environment other than that for which it was designed; (v) use of Equipment by a person other than Customer; (vi) Customer's failure to allow maintenance of Equipment;
(vii) The serial number or labels being removed or replaced.
7. Limited Warranty and Exclusion of Liabilty
7.1 Prime Audiovisual warrants that each item of Equipment hired is of merchantable quality and reasonably fit for the purpose for which it was designed. All other warranties whether express, implied, statutory or otherwise, relating in any way to the subject matter of these Terms and Conditions are excluded.
8. Title
8.1 Prime Audiovisual retains all rights,including without limitation any intellectual property rights, and title in Equipment.
8.2 Customer acknowledges that its use of the Microsoft Software accompanying the Equipment rented is governed by the attached Microsoft End User Licence Agreement.
8.3 The use of any Software supplied by Prime Audiovisual is subject to the Terms and Conditions of the relevant End User Licence Agreement which is incorporated into these Terms and Conditions.
9. Purchase of Equipment
9.1 In the event that the Customer seeks to purchase the Equipment and Prime Audiovisual agrees to sell the Equipment the property therein shall not pass until and unless all Hire Fees and the purchase price have been received by Prime Audiovisual and the payments shall be applied first in reduction of Hire Fees and second on account of the purchase price. Hire Fees shall continue to accrue until the full purchase price has been paid.
10. Force Majeure
10.1 Prime Audiovisual shall not be liable for any delay or failure to perform its obligations if such a failure or delay is due to Force Majeure.
11. Waiver
11.1 No right of Prime Audiovisual shall be deemed to be waived except by notice in writing from Prime Audiovisual.
11.2 Any failure by Prime Audiovisual to enforce any clause of these Terms and Conditions, or any forbearance, delay or indulgence granted by a Party will not be construed as a waiver of Prime Audiovisual's rights.
12. Notices
12.1 Notices under these Terms and Conditions may be delivered by hand, by mail, facsimile or e-mail to the address set out in the Delivery Docket.
12.2 Notices shall be deemed given, in the case of:
(a) hand delivery, upon written acknowledgment of receipt by an officer or other duly authorised employee, agent or representative of the receiving Party;
(b) posting, three days after dispatch;
(c) facsimile, upon completion of transmission; and
(d) e-mail, immediately after dispatch.
13. Fees
13.1 Customer shall pay Prime Audiovisual the Hire Fees on delivery, in advance or within 7 days of invoice (unless specified otherwise in Delivery Docket) without withholding, deduction or offset of any amounts for any purpose.
13.2 Prime Audiovisual may increase its Hire Fees at any time upon thirty (30) days' notice to Customer.
13.3 Except to the extent stated to the contrary in a Delivery Docket, Hire Fees are exclusive of taxes, duties, fees or other government levies or charges which may be imposed on or in respect of the Equipment. Such taxes, duties, fees or other government charges shall to the extent permissible by law be paid by Customer to Prime Audiovisual.
13.4 Customer shall pay Prime Audiovisual interest at the Penalty Interest Rate on all overdue amounts from the due date until payment is made.
13.5 If any payment owing to Prime Audiovisual is not made within seven (7) days of the due date, Prime Audiovisual may, without further notice to Customer, suspend further services or its remaining obligations to Customer under these Terms and Conditions.
14. Termination
14.1 Without limiting the generality of any other clause in these Terms and Conditions, the Customer may terminate these Terms and Conditions or any Delivery Docket as soon as practicable by notice in writing if:
(a) Prime Audiovisual breaches any provision of these Terms and Conditions and such breach is not remedied as soon as practicable upon receipt of notice by the Customer as defined by clause 12 herein;
(b) Prime Audiovisual is otherwise no longer capable of complying with its obligations under these Terms and Conditions; or
(c) Prime Audiovisual becomes, threatens or resolves to become or is in jeopardy of becoming subject to any form of insolvency administration or Prime Audiovisual ceases or threatens to cease conducting its business in the normal manner.
14.2 Without limiting the generality of any other clause in these Terms and Conditions, Prime Audiovisual may terminate these Terms and Conditions or any Delivery Docket as soon as practicable by notice in writing if:
(a) any payment due from Customer to Prime Audiovisual pursuant to these Terms and Conditions remains unpaid for a period of seven (7) days;
(b) Customer breaches any provision of these Terms and Conditions and such breach is not remedied as soon as practicable upon receipt of notice by Prime Audiovisual as defined by clause 12 herein;
(c) Customer is otherwise no longer capable of complying with its obligations under these Terms and Conditions; or
(d) Customer becomes, threatens or resolves to become or is in jeopardy of becoming subject to any form of insolvency administration; Customer, being a partnership, dissolves, threatens or resolves to dissolve or is in jeopardy of dissolving; Customer being a natural person, dies; or Customer ceases or threatens to cease conducting its business in the normal manner.
14.3 If these Terms and Conditions or any Delivery Docket is terminated then Prime Audiovisual may in its sole discretion:
(a) retain all moneys paid, which is agreed to be a genuine estimate of part of Prime Audiovisual's loss and damage suffered;
(b) charge a reasonable sum for Equipment supplied in respect of which no sum has been previously charged;
(c) be regarded as discharged from any further obligations under these Terms and Conditions; and
(d) enter upon the premises of Customer, the consent to which is hereby granted by Customer, and repossess the Equipment. All such reasonable costs of repossession are the responsibility of Customer and shall be added to Hire Fees.
(e) pursue any additional or alternative remedies provided by law.
14.4 The covenants, conditions and provisions of these Terms and Conditions which are capable of having effect after the expiration of these Terms and Conditions shall remain in full force and effect following the expiration of the Terms and Conditions.
15. Entire Agreement
15.1 These Terms and Conditions constitute the entire agreement between the parties for the subject matter referred to in these Terms and Conditions. Any prior arrangements, including without limitation, verbal arrangements, agreements, representations or undertakings are superseded.
15.2 No modification, variation or alteration of any provision of these Terms and Conditions shall be valid except in writing signed by each Party.
16. Governing Law
16.1 These Terms and Conditions will be governed by and construed according to the law of the State of New South Wales.
16.2 The parties irrevocably submit to the exclusive jurisdiction of the Courts of New South Wales and Australia and any Courts hearing appeals from such Courts.