LTH Terms

HIRE PLANTS LIMITED

TERMS OF TRADE - LONG TERM HIRE & MAINTENANCE

1. General
1.1 These terms and conditions of trade ("Terms") apply to all Goods hired (“Goods”) and related services supplied by Hire Plants Limited ("we, us") to the Customer ("you").
1.2 By placing an order with us you agree to be bound by these Terms as varied from time to time.

2. Price and Payment
2.1 All prices are stated exclusive of Goods and Services tax and other taxes and duties which are payable by you (if applicable).
2.2 During the "Initial Term" as defined in clause 6.1, we will not vary the price we charge unless there are increases in the quantity or grade of Goods supplied. Where any such increases do occur, we will notify you of these prior to varying the price. In any event, within one month of the expiry of the Initial Term, we may contact you to advise of any change in price or other terms and conditions that will apply for the remainder of the Term. You will pay the price set out in our invoice to you.
2.3 Payment for the first month of a Hire must be made in advance of delivery and installation. Ongoing monthly payments for Long Term Hire will be due on the 20^th of the month immediately following the date of invoice. All payments must be made in a form approved by us.
2.4 The Customer will be liable for all costs, expenses and disbursements incurred by the owner as a result of default by the Customer in recovering any outstanding monies (including collection and legal costs).

3. Delivery and Ownership
3.1 Goods hired by us to you are deemed to have been delivered as set out below ("Delivered"), when, as relevant to your order:
(a) you collect them from us; or
(b) we deliver them to the address specified in your order; or
(c) we install them at the address specified in your order.

3.2 Delivery of the Plants is made to the Customer (you) on the condition that ownership in the plants does not pass to the Customer.  We, or an authorised agent is authorised to enter the Customer’s premises to take possession of any of its Goods in the event that payments become overdue.

4. Installation and Removal
4.1 We are responsible for the installation and removal of all Goods unless expressly agreed otherwise. Should you remove or alter the set up of our Goods after installation you will be liable for any resulting damage, whether to the plants, the related packaging or otherwise.
4.2 The Customer is responsible for any permissions or consents that may be required by 3^rd parties to install, fasten, secure, locate or modify the premises.
4.3 While taking all reasonable care, the Supplier can’t take any responsibility for the suitability or performance of pre-existing components of the installation such as irrigation systems, built in planters or client owned containers.
4.4 On removal of any installation, the Supplier shall not be made responsible for any repair or ‘make good’ costs.

5. Maintenance
5.1 We will visit your premises and provide maintenance to our plants on a regular basis. The Customer agrees not to undertake its own maintenance of the Plants unless expressly authorised by the Supplier. Should you damage any of our Goods, whether in performing your own maintenance without our consent or otherwise, then you will be liable for any damaged caused.

6. Term
6.1 Following the end of the fixed period ("Initial Term"), the hire will continue on the same terms and conditions (except in respect of price as set out in section 2.2 above) until such time as we notify you of any proposed changes in the terms and conditions, or either you or we give one month’s written notice of cancellation. In these circumstances the contract for hire will end after a full calendar month of hire is completed. For example, if you give notice of cancellation on the 25th of March, then the contract will end on the 30th April. You will be liable for and will pay for the hire for the full month of April and you will be invoiced for that hire in the normal way on the 1st April.
6.2 If you cancel your order prior to our installation of the Goods at your premises, then you will pay us an amount equivalent to [1] months' hireage charge by way of a cancellation fee. This charge will reflect the time and cost we have incurred in preparing your order, including ordering and constructing the necessary containers and plants.
6.3 Hire is fixed for the initial period that we agree in writing with you. If once installed you cancel or reduce a hire then you will pay us an amount equivalent to [3] months' hireage charge for the cancelled or reduced portion by way of an early termination fee.
6.4 If you fail to comply with any of these Terms, we are entitled to cancel any orders already made and to recover the Goods from you. You will indemnify us from and defend us against any losses, damages, costs, interest, fees, charges (including handling charges payable to us) and expenses incurred by us as a result of such failure and any subsequent termination of your order by us.
6.5 We may terminate your hire at any time regardless of cause by providing you with one month's written notice.

7. Title and Risk
7.1 Risk in Goods passes to you on Delivery as defined in clause 3. You will not sell, dispose or part with possession of the Goods, or do anything else inconsistent with our ownership of the them.
7.2 We will always retain title of all Goods that are hired to you.

8. Personal Properties Securities Act 1999 ("PPSA")
8.1 Clause 7.2 creates a security interest in Goods we supply to you.
8.2 At our request you will do anything reasonably required by us to ensure our security interest constitutes a first ranking perfected security interest in the Goods. We may at any time enter your premises and properties to uplift Goods.
8.3 If the Goods are processed, included or dealt with in any way causing them to become accessions, processed or commingled Goods, our security interest will continue in the whole in which they are included.
8.4 You waive any rights you may have under sections 114(1)(a) (notice of sale of collateral to the debtor), 116 (statement of account), 120(2) (notice of proposal), 121 (objection to proposal), 125 (must not damage Goods when removing accession), 126 (reimbursement for damage caused by removal of accession), 127 (refuse permission to remove accession), 129 (notice of removal of accession), 131 (court order concerning removal of accession), 133 (reinstate security agreement), 134 (limit on reinstatement of security agreement) and 148 (notice of verification statement) of the PPSA.
8.5 You waive your right to receive a copy of any verification statement (as that term is defined in the PPSA).

9. PPSR Warranties
9.1 All information we provide relating to the Goods and services including, without limitation, their specifications, description, measurements wheter contained in advertisements, catalogues, price lists, illustrations or other similar materials, is provided in good faith. However, you agree to treat such informationan approximate an general guide only. You acknowledge that you are relying on your own judgment as to the nature, quality and condition of the Goods or services and as to their sutability for any use or purpose and you agree that we are under no duty to ascertain the suitability of the Goods or services for any particular purpose whatsoever.
9.2 If you are considered a "Consumer" as that term is defined in the Consumer Guarantees Act 1993 in respect of the Goods and services which we provide to you, then you have a number of rights. The Guarantees contained in the Consumer Guarantees Act 1993 are excluded where you acquire Goods and services from us for the purposes of a "Business" in terms of sections 2 and 43 of that Act.
9.3 Other than as expressly provided for in these Terms, to the maximum extent permitted by law, we exclude all warranties, conditions or obligations imposed or implied by law, whether under common law, equity or otherwise.

10. Claims and Liability
Notwithstanding any other provision of these Terms:
10.1 Any claim by you of any defect in the Goods or services provided including non-conformity to an order must be made in writing to us within 10 days of the defect being discovered.
10.2 You agree to give us a reasonable opportunity to inspect, verify and accept or reject any claim for defective Goods and or services. Where your claim is accepted by us, we may (at our discretion) replace or give credit for the Goods or services supplied. To the maximum extent permitted by law, we will not be otherwise liable to you or any third party, whether in contract, tort or otherwise, for any loss or damage arising directly or indirectly from Goods or services supplied by us to you. For the avoidance of any doubt we will not be liable to you for:
(a) any indirect, special or consequential loss or damage; or
(b) loss of equipment of property; or
(c) economic loss or damage; or
(d) incurring of liability for loss or damage of any nature whatsoever suffered by third parties (including in each case incidental and punitive damages); or
(e) any loss of actual or anticipated profit, interest, revenue, anticipated savings or business or damage to goodwill,

even if we are advised in advance of the possibility of any such losses or damages.

We will not be liable for any losses arising from your misuse of the Goods including (without limitation):
(f) wilful damage;
(g) your negligence or that of your agents or employees;
(h) any alteration or repair you make to the Goods.

In any case, where we are found by a court of competent jurisdiction to be liable to you for any reason whatsoever, the extent of our liability will not exceed the price that you have paid us for the Goods and/or services provided by us to you in the preceding 12 months.
10.3 You acknowledge and agree that the prices agreed for your order reflect the limitations of liabilities contained in these Terms.

11. Force Majeure
Subject to clause 10, but notwithstanding any other provision of these Terms:
11.1 Should we be delayed in supplying any order due to any event not reasonably within our control, we may either:
(a) cancel such order; or
(b) suspend our obligations to you under these Terms during the period when such event is causing delay,

12. No Setoff
12.1 You agree not to set off against any payments owing to us any alleged amounts owing to you and agree to promptly pay all accounts when due.

13. Privacy
13.1 By placing an order with us, you authorise us to collect, retain and use information about you for the following purposes:
(a) to manage your order placed with us, including sending you statements and invoices, organising payment, installing plants and maintenance; and
(b) to provide you with information about our products and any special offers we believe may be of interest to you.
13.2 Under the Privacy Act 1993 you have the right to access and correct any personal information we hold about you. Please direct any such request to the Managing Director by calling (09) 828 6876.

14. Other
14.1 We will be able to access our Goods year round during normal business hours, unless agreed with you prior. Any replacement costs resulting from damage or plant stress caused by our inability to access the Goods may be on-charged to you.
14.2 You may not assign or transfer all or any of your rights or obligations in respect of your order without our prior written consent.
14.3 If the Supplier fails to enforce any terms or to exercise any rights under these terms and conditions at any time, the Supplier has not waived those rights.
14.4 We are not bound by any error or omission in any invoice, order, form or other document.
14.5 You must keep all information you have provided to us up-to-date, including advising us in writing of any change of name, address or other detail that would be relevant to your order.
14.6 If any provision of these Terms is or becomes invalid or unenforceable, that provision will be deemed deleted from these terms to the extent of such invalidity or unenforceability and such invalidity or unenforceability will not affect the other provisions of these Terms, all of which will remain in full force and effect.