Privacy Policy and T&Cs

TRADING TERMS & CONDITIONS

1. GENERAL
1.1 INTERPRETATION & DEFINITIONS
1.1.1 Reference in these trading terms to:-
(a) “ACL” means the Australian Consumer Law as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth).
(b) “Equipment” means the items detailed in any applicable Hire Schedule.
(c) “Goods” or “Services” refers to goods or services supplied by Waimea to You whether by way of sale or hire.
(d) “Hire Agreement” means an agreement for hire of Equipment upon terms of a Hire Schedule and these trading terms.
(e) “Hire Schedule” means a document provided by Waimea to You setting out particular Equipment provided to You for hire and other particulars of the proposed hire including hire rates, other applicable charges and the address for delivery or collection of the Equipment.
(f) “Waimea” means Waimea Group AU Pty Ltd and its successors and assigns.
(g) “PPSA” means the Personal Property Securities Act 2009 (Cth) and includes any relevant Regulations.
(h) “Product Information” means information relating Equipment as appearing on waimea.net.au or as otherwise provided by Waimea to You.
(i) “Purchase Order” means a document setting out particular Goods or Services proposed to be provided to You by Waimea.
(j) “Sub-hire” means a hire under which You hire Equipment to any other person.
(k) “Sub-hire Agreement” means an agreement for sub-hire
(l) “Sub-hire Assets” means all Your rights in respect of Sub-hire including the relevant Chattel Paper and all rights in respect of the relevant Sub-hire Agreements including rights under the PPSA.
(m) “User” means the person who hires the Equipment under a Sub-hire.
(n) “You” means the person named in a Customer Account Application or Purchase Order as the Customer or in a Hire Schedule as the Hirer.
1.1.2 Terms used in these trading terms which have defined meanings in the PPSA or ACL have the same meanings in these trading terms

1.2 PRICE
1.2.1 The “price” of Goods and/or Services will be the then current price as determined by Waimea and notified to You.
1.2.2 All prices are GST exclusive. GST is payable by You in addition to the price at the same time as the price is payable.

1.3 LIABILITY
Where You comprise more than one person, each such person shall be jointly and severally liable to Waimea under these trading terms.

1.4 PAYMENT
1.4.1 The price shall be paid by You in cash or by cheque not later than the time or times specified in any applicable Purchase Order or Hire Schedule. Time is of the essence in that regard.
1.4.2 If You fail to make any payment when due all other amounts whether then due or not will become immediately due and payable
1.4.3 Waimea reserves the right to recover from You a default charge on overdue amounts calculated on a daily basis at the rate which is of 4% above the Westpac Reference lending rate as published from time to time upon the outstanding balance of the price and to be payable by way of liquidated damages for breach of contract.
1.4.4 You must pay all costs and expenses (on a solicitor-client basis) reasonably incurred by Waimea arising out of any breach by you of these trading terms.

1.5 SUPPLY
1.5.1 Every endeavour will be made by Waimea to supply the Goods and/or Services within the period, if any, requested by You but no liability is accepted by
Waimea for delay in delivery or non-delivery.
1.5.2 Waimea reserves the right at its discretion to discontinue supply to You at any time.

1.6 EXAMINATION & RETURNS
1.6.1 You are responsible for examination of the Goods upon delivery or collection. Any alleged damage, deficiency or non-conformity with order must be reported as soon as reasonably possible and You must allow Waimea to inspect the Goods as soon as practical.
1.6.2 Goods which are not subject to defect or non-conformity with order will not ordinarily be accepted for return but should Waimea elect (at its discretion) to accept a return You will be notified of any applicable restocking, handling, freight or other charges that will apply.

1.7 PPSA
1.7.1 You hereby grant to Waimea a Security Interest in all present and after acquired Goods and their proceeds (including any accounts and accessions) to secure all monies owing to Waimea now and/or in the future by You. Any Hire Agreement or agreement arising from a Purchase Order is a security
agreement for the purposes of the PPSA with the collateral being the items referred to in any applicable Hire Schedule or Purchase Order.
1.7.2 You agree that:
(a) Waimea will continue to hold a Security Interest in the Goods in accordance with the PPSA, notwithstanding that the Goods may be processed, commingled or become an accession with other Goods;
(b) You will do all the things necessary to enable Waimea to perfect and maintain its security interest including providing all information Waimea requires to register a Financing Statement or Financing Change Statement on the Personal Properties Securities Register (“PPSR”) as a Security Interest and a Purchase Money Security Interest pursuant to the PPSA;
(c) You will not change your name, ACN or ABN or other details required on the PPSR, without first notifying Waimea;
(d) Waimea need not give You any notice required under the PPSA unless the requirement to give notice cannot be excluded; You must pay any and all costs, expenses and other charges incurred, expended or payable by Waimea in relation to the filing, discharge or necessary amendment of any Financing Statement or Financing Change Statement;
(e) You must pay all costs, expenses and other charges incurred by Waimea in relation to the filing, discharge or amendment of any Financing Statement or Financing Change Statement;
(f) You will not allow security interests to be created or registered over the Goods in priority to the security interest(s) held by Waimea; and
(g) To the extent the law permits them to be excluded Sections 95, 118, 121(4), 125, 130, 132(3)(d), 132(4),135, 142 and 143 of the PPSA shall not apply.

1.8 CONSUMER GUARANTEES
1.8.1 If Goods and/or Services are supplied to You as a Consumer, the ACL provides for You to have the benefit of consumer guarantees which cannot be excluded. You will be entitled to a replacement or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage. You will also be entitled to have goods and/or services repaired, replaced or re-supplied if they fail to be of acceptable quality and the failure does not amount to a major failure.
1.8.2 To the extent permissible by law, where the ACL applies and Goods and/or Services are not of a kind ordinarily acquired for personal, domestic or household use, the liability of Waimea in respect of a breach of a consumer guarantee or any warranty made under these trading terms is limited at the option of Waimea:
In the case of Goods to –
(a) replacing Goods or the supply of equivalent Goods;
(b) the repair of the Goods;
(c) the payment of the cost of replacing Goods or of acquiring equivalent Goods; or
(d) the payment of the cost of having Goods repaired. In the case of Services to –
(a) the supplying of the Services again; or
(b) the payment of the cost of having the Services supplied again.

1.8.3 To the extent permitted by law, all other warranties whether implied or otherwise, not set out in these trading terms are excluded and Waimea is not liable in contract, tort (including, without limitation, negligence or breach of statutory duty) or otherwise to compensate You for:
(a) any increased costs or expenses;
(b) any loss of profit, revenue, business, contracts or anticipated savings;
(c) any loss or expense resulting from a claim by a third party; or
(d) any special, indirect or consequential loss or damage of any nature whatsoever;
arising out of Waimea’s supply of Goods and/or services to You or caused by Waimea’s failure to provide or delay in providing Goods and/or Services or any failure of Equipment.

1.9 REVIEW, SEVERANCE & APPLICABLE LAW
1.9.1 Waimea reserves the right to review and update these trading terms from time to time. You will be notified of any change by facsimile or email and such revised trading terms will apply to all Goods or Services ordered by You after such notification.
1.9.2 If any provision of these trading terms is invalid or unenforceable for any reason, that Term or Condition will be severed and will not effect the legality or enforceability of the remaining trading terms.
1.9.3 The laws in force in New South Wales are applicable to all transactions relevant to these trading terms and each party submits to the exclusive jurisdiction of the courts of New South Wales.

2. SALES & SERVICE
2.1 TITLE AND TRANSFER
2.1.1 Title in Goods shall remain with Waimea until You have paid all monies due to Waimea on any account whatsoever. Until that time You must- (a) At all times ensure that Goods are marked in a way that will enable their identification as property of Waimea;
(b) Except as mentioned in clause 2.1.2 not purport to mortgage, charge, transfer, convey or otherwise deal with Goods without the prior consent of
Waimea;
(c) At all times allow Waimea access to Goods to inspect them and to re-take possession at its discretion and indemnify Waimea against all claims whatsoever (including claims of trespass) arising out of the exercise or purported exercise of rights under this clause;
(d) Insure Goods; and
(e) Account to Waimea for all proceeds of Goods including any insurance proceeds.
2.1.2 You shall be entitled to sell or consume Goods in the ordinary course of your business subject to –
(a) In the case of a sale of Goods You must hold the proceeds of sale on trust for Waimea;
(b) Your right to deal with Goods shall cease automatically if You-
(i) breach any provision of these conditions of sale;
(ii) cease to or threaten to cease to carry on your business; or
(iii) becomes the subject of any form of insolvency administration whether formal or informal.
3. HIRE & SUB-HIRE

3.1 Title to Equipment
3.1.1 You acknowledge that in all circumstances Waimea retains title to the Equipment and in no circumstance will the Equipment be deemed a fixture. You have no interest in the Equipment of any kind whatsoever other than an interest as a bailee. Except with the prior written consent of Waimea, You will not be entitled to offer, transfer, sell, assign, sublet, encumber, charge, mortgage, pledge or otherwise deal with the Equipment in any way whatsoever.
3.2 Delivery and Collection
3.2.1 You may:
(a) collect the Equipment from Waimea’s premises at the commencement of the hire period; or
(b) subject to subclauses 3.2.3, 3.2.4 and 3.2.6, request Waimea to deliver the Equipment to Your premises at the commencement of the hire period.
3.2.2 You may return the Equipment to Waimea by:
(a) delivering the Equipment to Waimea’s premises at the end of the hire period; or
(b) subject to clauses 3.2.3, 3.2.4 and 3.2.6, requesting Waimea to collect the Equipment from Your premises.
3.2.3 Should Waimea agree with You to deliver and collect the Equipment, hire charges shall commence from the time the Equipment leaves Waimea’s premises until Waimea is notified by You that the Equipment is available for collection. Notification shall constitute suspension of Hire, provided that notification is given by You in time for the Equipment to be collected from a convenient, easily identified and accessible area and returned to Waimea’s premises by the required time on the day the hire ceases. The required return times are no later than 5.00 pm weekdays, or by arrangement on weekends of Public Holidays, or such earlier time as the hire period may terminate. The period of hire will continue until these conditions are met.
3.2.4 Where Waimea or Waimea’s servants or contractors have delivered to, or are collecting Equipment from You or at Your request or direction, Waimea shall not be responsible to You or any third party for any damage that may be done by Waimea’s delivery and collection vehicle or Waimea’s servants or agents
during the delivery or collection of the Equipment.
3.2.5 The Equipment may be collected and returned by You only during the hours of 8.00 am to 5.00 pm on business days excluding weekends unless other arrangements are made.
3.2.6 Waimea reserves the right to decline a request by You to:
(a) deliver the Equipment in accordance with subclause 3.2.1(b), in which case, You must collect the Equipment from Waimea’s premises in accordance with clause 3.2.1(a) and clause 3.2.5; or
(b) collect the Equipment in accordance with 3.2.2(b), in which case, You must return the Equipment to Waimea’s premises in accordance with clause 3.2.2(a) and clause 3.2.5.

3.3 Hire Period
3.3.1 Subject to subclauses 3.3.2 and 3.3.3 hiring charges shall commence from the time that You have possession of the Equipment, and shall continue until the return of the Equipment to Waimea’s premises, or until the expiry of the hiring period, whichever occurs later but at the discretion of Waimea.
3.3.2 Unless specifically agreed, the minimum chargeable period of hire shall be 4.0 hours.
3.3.3 If the Equipment is not returned to Waimea’s premises within the hire period, then additional hiring charges will be payable.
3.3.4 The daily rate applies to and is chargeable for each 8 hour period of hire. Extra hours of hire will be charged in addition on an hourly basis, pro rata the daily rate (as quoted in the Hire Schedule).
3.3.5 The weekly rate applies to and is chargeable for hire with a duration of 5 days of 8 hours each or 40 hours over a shorter period. Extra days of hire will be charged in addition on a daily basis, pro rata the weekly rate (as quoted in the Hire Schedule).
3.3.6 Where meters are mounted on the Equipment, they will be used to determine the hire charge unless otherwise specifically stated in the Hire Schedule. Hour charges shall be calculated for part of an hour. Where the meter is found not to be working either during or at the completion of the hire period then
Waimea will estimate the hours used and the onus is on the hirer to prove otherwise.
3.3.7 In the event of Equipment breakdown, provided that You notify Waimea immediately, hiring charges will not be payable during the time the Equipment is not working unless the failure is due to negligence or misuse on Your part. In the event of a breakdown, You shall not repair or attempt to repair the Equipment but must call Waimea immediately for further instructions.

3.4 Hire Rates and Deposit/Bond
3.4.1 The Equipment is hired at the rate shown on the Hire Schedule and if not completed, at the standard rates published by Waimea. Cartage, fuel, along with all saleable and consumable items are extra and not included in the hire rate. Waimea reserves the right to revise product information and published standard rates from time to time and without notice to You.
3.4.2 You acknowledge that the product information is that which is available at Waimea’s premises where the hiring took place and, that You have had every opportunity to check the rates applicable.

3.4.3 Except where Waimea dispenses with this requirement a deposit and / or bond shall be paid or given at the commencement of the hire period such deposit or bond to be specified in the Hire Schedule.

3.5 Your Responsibilities
3.5.1 You Must:
(a) determine using Your sole judgement in all things, the condition and suitability of the Equipment for the purpose for which You require the Equipment.
Waimea makes no representations and gives no warranty that the Equipment is suitable for Your intended purpose;
(b) use the Equipment in a skilful, safe and proper manner and only for the purpose and within the capacity for which it was designed and in accordance with the manufacturers instructions;
(c) ensure persons operating or erecting the Equipment are suitably instructed / trained in its safe and proper use and where necessary hold a current Certificate of Competency and/or are licensed to use it;
(d) where the operation of the Equipment requires a certificate or licence, in no event (including Sub-Hire) allow a person without a current valid certificate or licence to operate the Equipment;
(e) at it’s own expense, clean, fuel, lubricate, check water and oil and keep and return the Equipment in good and substantial repair and condition, provided that You shall not undertake any repairs or servicing (except that identified in the foregoing) and if any repair of servicing appears necessary of desirable, You shall advise Waimea immediately, initially by telephone and forthwith thereafter in writing (preferably by email). Pre-arranged major servicing will be carried out by Waimea during normal working hours;
(f) accept full responsibility for all flat and / or damaged tyres or tracks;
(g) clean the Equipment properly and thoroughly upon completion of the hire, or be charged, and required to pay, a cleaning fee at a reasonable rate as determined by Waimea, from time to time;
(h) accept full responsibility for the safekeeping of the Equipment;
(i) not alter or make any additions to the Equipment, including, without limitation, alter, make any additions to, deface or erase any identifying mark, plate or number of any clock or meter;
(j) pay to Waimea all hire and related charges and other costs as detailed herein;
(k) accept responsibility and fully reimburse Waimea for the cost of freight to retrieve Equipment which Waimea (in it’s sole discretion) deems to be abandoned or is not being properly safeguarded;
(l) provide all operators of the Equipment with appropriate and prudent safety clothing and equipment and all manuals and instructions (written and oral) for the safe operation of the Equipment;
(m) comply with the instructions of the EWP Safety Check & Routine Maintenance Logbook and complete all record keeping as required by the Logbook;
(n) comply at its own expense, with all industrial and occupational health and safety laws, both state and commonwealth, which may apply to the Equipment.
3.5.2 Inspection of the Equipment
You must forthwith on request by Waimea advise Waimea of the whereabouts of the Equipment and allow Waimea (it’s agents, servants or contractors) to inspect and test the Equipment and for such purposes You hereby give irrevocable consent and licence to Waimea (it’s servants agents and contractors) to take possession of and remove the same and as agent of You, enter upon any premises where the Equipment or any part of the same may be.

3.6 Theft and Damage Waiver
3.6.1 If You have indicated in the Hire Schedule that You wish to take the benefit of the theft and damage waiver and have paid to Waimea the waiver fee of 10% of the hire charges, Waimea agrees, subject to clause 3.6.2, to limit the amount which Waimea will claim from You under the terms of this
agreement, in the event that any loss, damage or destruction occurs to the Equipment caused by fire, storm, earthquake, collision, accident or theft (provided You have reported the incident to the Police) to the cost of repair or replacement to a maximum value of $500 or 15% of repair / replacement cost (whichever is the greater).
3.6.2 This waiver does not apply to loss or damage:
(a) caused where reasonable care has not been taken to protect the Equipment;
(b) caused to the Equipment in violation of any law or by misappropriation or wrongful conversion of the Equipment by You;
(c) resulting from misuse, abuse, overloading, or exceeding the rated capacity or improper servicing or repairs of the Equipment by You;
(d) caused by the exposure of the Equipment to corrosive substances, salt water or toxic materials;
(e) to accessories such as air conditioning, hoses, batteries, cables and lights and cabin and glass;
(f) occurring while the equipment is being transported over water or otherwise in transit including loading and unloading; and
(g) arising in circumstances where a claim has been made by or against a third party.

3.7 Waimea’s Right to Terminate
3.7.1 Waimea reserves the right to unilaterally conclude the hire period at any time without reason and without giving prior notice to You, or the operator for the time being of the Equipment, or the occupier for the time being of the premises at which the Equipment is located. Where Waimea takes back possession of the Equipment the hire period shall be deemed to be at an end. The parties’ respective obligations to the other hereunder (to the time of the conclusion of the hire period) shall remain, and in particular (but without limiting the generality of the foregoing) all or any monies due and payable hereunder by You to Waimea shall be paid in accordance with the trading terms hereof.
3.7.2 Waimea may also terminate the hire period, without notice, if You commit any breach of this contract, or if You commit any act of bankruptcy, or being a company an application is made or resolution is passed for its winding up, entering into administration or appointing a receiver of its assets, or if any execution or distress shall be levied upon the Equipment, or if any judgement against You shall remain unsatisfied for 7 days or more, or if You make an assignment or compromise for the benefit of Your creditors, or You cease to carry on business.
3.7.3 Upon the termination of the hire period Waimea (its’ agents, servants or contractors) shall be entitled to take possession of the Equipment and for this purpose You hereby gives irrevocable consent and licence to Waimea (its’ agents, servants or contractors) to enter upon any land or premises of Yours, or any other place (as Your agent) where the Equipment may be located and You indemnify Waimea in respect of any claims, damages or expenses made against or incurred by Waimea arising out of any action taken under this clause.

3.8 Responsibility for Loss of or Damage to Equipment
3.8.1 You are responsible for any loss or damage occurring to the Equipment (other than damage arising as a consequence of a negligent act or omission by Waimea) from the time You take possession of the Equipment until it is returned to the possession of Waimea. Subject to clause 3.6, the cost of any replacement or repairs resulting from loss or damage will be charged to and payable by You. You shall notify Waimea immediately if the Equipment is lost or damaged and shall forthwith follow any reasonable request by Waimea relating to Waimea’s enquiries into the loss and / or damage to the Equipment.
3.8.2 Without limiting the generality of the preceding subclause, You will be liable for the full cost of repairs to or the replacement of the Equipment where the loss of damage has been caused by:-
(a) misuse, abuse or overloading including overloading of motors or any other part of the Equipment;
(b) mysterious disappearance or wrongful conversion including where Equipment is not reasonably locked and secured;
(c) contravention of the conditions of this contract;
(d) violation of any law or regulation;
(e) damage to tyres and tubes by punctures or cuts;
(f) lack of lubrication or other routine servicing by You;
(g) locating, using, loading, unloading, transporting the Equipment on or over water, wharves, bridges or vessels of any kind;
(h) damage caused by exposure to any corrosive substance;
(i) negligence of You where You have failed by intent or lack of due care to take all responsible precautions to protect the Equipment from loss or damage;
(j) consumption of alcohol and / or drugs;
(k) loss or damage to tools, grease guns, hoses, electric cords and all other similar accessories; or
(l) any combination of the foregoing.

3.9 Remote Area Hire Conditions

3.9.1 ‘Remote Area’ is a location in excess of 50km from any place Waimea carries on business. If the Equipment breaks down in a Remote Area You will pay
Waimea the costs associated with any attendance to the site.

3.10 Indemnity
3.10.1 You must:
(a) accept full responsibility for, and indemnify Waimea against all claims in respect of death or injury to persons, and / or loss or damage to property, arising out of the delivery, use, servicing, storage or possession of the Equipment during the hire period however arising, whether from Your breach of these trading terms, negligence of You or any other person including, without limitation, where the Equipment is being operated for any reason by Waimea it’s servants or agents;
(b) release and discharge Waimea, its subcontractors, employees and agents from, and agree to indemnify Waimea and its subcontractors, employees and agents against, any claim, action, demand, loss, costs and expenses for damage to any property or injury or death of any person arising directly or indirectly out of this hire or use of the Equipment or services whether caused by Your breach of these trading terms, the negligence of You or any other person, the breakdown, failure, operation, misdelivery, or non delivery of the Equipment in any way and agree to reimburse Waimea for all costs reasonably incurred in defending same.

3.11 Signatory’s Warranty as to Agency from You
3.11.1 Where the Contract is signed by a person on behalf of You (but the signatory is not You named in the Contract) then the following provisions shall take effect:
(a) The person signing the Contract warrants to Waimea that he or she has the full authority of You to enter into this Contract, and
(b) The person signing this Contract on behalf of You shall remain personally liable hereunder until all Your obligations have been fully met or any monies due hereunder by You to Waimea; and
(c) The person signing this Contract on behalf of You acknowledges that Waimea enters into this contract in reliance upon the warranty given in clause 3.11.1(a) and the acknowledgement of personal liability set out in clause 3.11.1(b) hereof.

3.12 Claim for payment
3.12.1 Any Hire Agreement is a claim for payment under the Building and Construction Industry Security of Payment Act 1999 (NSW), the Building and Construction Industry Security of Payment Act 2002 (VIC), the Building and Construction Industry Payments Act 2004 (QLD), the Building and Construction Industry Security of Payment Act 2009 (SA), the Construction Contracts Act 2004 (WA), the Building and Construction Industry (Security of Payment) Act 2009 (ACT), the Building and Construction Industry Security of Payment Act 2009 (TAS) and/or the Construction Contracts (Security of Payments) Act 2009 (NT).

3.13 Events of Default
3.13.1 Each of the following is an Event of Default, namely:
(a) If You fail to pay rent or other monies payable in respect of a hire of Equipment or otherwise owning under this agreement on the due date for payment and such failure continues for more than five (5) Business days after Waimea gives written notice to You of the failure and demands the amount due;
(b) If You fail to perform or observe any of Your other obligations under this document (other than a failure of the type contemplated by the above paragraph) and (if capable of remedy) such default continues for more than ten (10) Business Days (or such longer period as Waimea in its absolute discretion permits) after notice from Waimea requiring You to remedy the same;
(c) Without limiting the previous paragraphs, if a review of Your practices in respect of Sub-Hire and the PPSA discloses that You have failed, or may reasonably be thought to have failed, to comply with clause 3.15;
(d) If an application for the winding up or bankruptcy of You or any Related Body Corporate of You or any entity named in the same Part as You is presented and not promptly withdrawn or set aside;
(e) If an administrator, receiver or receiver and manager or provisional liquidator of the undertaking or any part of the undertaking or You or any Related Body Corporate of You or any entity named in the same Part as You is appointed; or
(f) If any execution or other process of any court or authority is issued against or levied upon the Equipment (other than as a result of any act or omission on the part of Waimea).

3.14 Consequences of Default
3.14.1 If an Event of Default occurs by or in respect of You:
(a) Waimea at its option may exercise its rights under this agreement including:
(i) enforcing performance by You of the applicable provisions of this agreement and/or recovering damages for breach of the concerned; or
(ii) terminating this agreement and any or all hires under it by notice in writing to You. Upon service of such notice all rights of You in the use of the Equipment will terminate and Waimea may, directly or by its agent or contractor, take possession of the Equipment; and
(b) You must if Waimea asks give Waimea any Chattel Paper or other documents containing all or any part of the Sub-Hire Assets and provide Waimea
with full particulars of all dealings and transactions between You and the User in respect of each Sub-Hire.
3.14.2 You must at any time after there is an Event of Default by or in respect of You:
(a) Tell Waimea the exact location of the Equipment;
(b) Ensure that Waimea can enter with its servants, agents and experts upon or into the location and remove the Equipment if Waimea
desires;
(c) Let Waimea inspect the state of repair of the Equipment, observe and test it; and
(d) Let Waimea inspect any maintenance records in respect of the Equipment.

3.15 Dealings and Sub-Hire
3.15.1 You must not without Waimea’s prior written consent agree, attempt offer or purport to sell, assign, lend, create (as secured party) any Security Interest over, let on hire, bail or otherwise part with or attempt to part with personal possession of or otherwise deal with the Equipment except as expressly
permitted by this agreement.
3.15.2 Waimea consents to Sub-Hire by You but only on the conditions of this clause 3.15.
3.15.3 Each Sub-Hire must be pursuant to a written Sub-Hire Agreement in a form that a prudent hire business would be expected to use.
3.15.4 You must take all steps including registration under the PPSA as may be required to:
(a) Ensure that any Security Interest arising under or in respect of the Sub-Hire is enforceable, perfected by registration and otherwise effective under the PPSA;
(b) Ensure that the Security Interest of Waimea is perfected at all times subject only to rights of a User contemplated by this agreement;
(c) Prevent the Security Interest from vesting in the User or anyone else;
(d) Enable You to gain (subject always to the rights of Waimea) first priority (or any priority agreed by Waimea in writing) for the Security interest; and
(e) Enable Waimea and You to exercise their respective rights in connection with the Security Interest.
3.15.5 If You do not have both:
(a) At the date of delivery of any Equipment under a Sub-Hire; and
(b) Within 20 business days of the Sub-Hire Agreement,
A PPSR registration ensuring a perfected first priority Security Interest in the Equipment, the period of hire (including any or the aggregate of consecutive hire periods during which the User has substantially uninterrupted possession and including any option periods) must be no longer than:
(c) 89 days in the case of Equipment which may or must be described by serial number in a PPSR registration; or
(d) 364 days in any other case.
3.15.6 Waimea may appoint a consultant (including an accountant or lawyer) to audit Your compliance with this clause 3.15 and You must give the consultant access to all relevant records and documents of You in respect of Sub-Hires. Waimea must instruct the consultant not to disclose to Waimea the name of any User unless this agreement permits or requires the identity of the User to be disclosed to Waimea. If the consultant determines that there has been a breach by You of this clause 3.15 You must reimburse Waimea for the costs of the consultant.
3.15.7 You are not obliged to disclose the name of a User to Waimea unless there is an Event of Default. At any time after there is an Event of Default, You must ensure that Waimea is provided at all times with up-to-date information about every Sub-Hire including the identity of the User, the terms of and state
of accounts and payment under the Sub-Hire and the location and condition of the Equipment.

3.15.8 To assure performance of Your obligations under this agreement, You hereby give Waimea an irrevocable power of attorney exercisable at any time after an Event of Default to do at Your cost anything Waimea considers You should do under this agreement.
3.16 Security Interests over Sub-Hire Assets
3.16.1 For the purpose of securing performance of the Secured Obligations You hereby grant Waimea a Security Interest in present or future Sub-Hire Assets. 3.16.2 The Security Interest granted under clause 3.16.1 includes but is not limited to a transfer of the present or future Chattel Paper accordingly.
3.16.3 For the purposes of section 153 of the PPS Act, Waimea authorises You to act as Waimea’s nominee in respect of registration under PPS Act of any Security Interest in favour of You which is transferred to Waimea under this agreement but in respect of which You are shown as the secured party on the PPSR. This authority ceases when:
(a) the relevant registration is transferred to Waimea; or
(b) Waimea expressly terminates the authority.
3.16.4 You must do everything You can do to make sure that the Sub-Hire Assets are not forfeited, vested, extinguished, cancelled or varied.
3.16.5 You must get Waimea’s written consent before You:
(a) transfers the Sub-Hire Assets; or
(b) creates another Security Interest in connection with the Sub-Hire Assets or allows one to arise; or
(c) waives any of the Sub-Hire Assets or releases any person from their obligations in connection with the Sub-Hire Assets in a manner that may adversely affect the interests of Waimea in any Equipment.
3.16.6 If Waimea consents to another Security Interest in the Sub-Hire Assets and Waimea asks, then You must enter into an agreement acceptable to Waimea
regulating the priority between this agreement and any other Security Interest.
3.16.7 After an Event of Default has occurred, Waimea may do anything else the law allows Waimea to do as the holder of a Security Interest including suing You. Waimea may also appoint one or more receivers to part or all of the Sub-Hire Assets and/or do anything that a receiver could do.
3.16.8 The receiver is Your agent unless Waimea notifies You that the receiver is to act as Waimea’s agent. You are solely responsible for anything done, or not done, by a receiver and for the receiver’s remuneration costs.
3.16.9 Unless the terms of appointment restrict a receiver’s powers, the receiver may do one or more of the following:
(a) take or give up possession of the Sub-Hire Assets as often as it chooses;
(b) receive all money payable in connection with the Sub-Hire Assets;
(c) anything else the law allows an owner or receiver of the Sub-Hire Assets to do, (including, if You are not a corporation, anything the law would allow a receiver to do if You were a corporation incorporated or deemed to be incorporated under the Corporations Act) and also including selling or exercising rights in connection with it or making a claim under the Sub-Hire Assets.
3.16.10 You must at Your expense do any further act and execute any further documents which Waimea may reasonably request in order to protect Waimea’s
title to the Equipment and its rights in respect of the Sub-Hire Assets and under this document and the PPS Act.