General

1. The Terms apply to every sale of Goods to, or order for Goods placed by, the Customer and may only be varied by AVE in writing. Any order by the Customer for Goods constitutes unqualified acceptance of the Terms without exception. The Terms are binding on the parties, their legal successors and assigns, and are enforceable by and against the parties and those successors and assigns.
2. These terms, as amended, apply to the agreement between AVE and the Customer to the exclusion of any other conditions, unless otherwise agreed by AVE in writing.
3. The Customer, or any person or entity on behalf of the Customer, warrants to AVE that they have the necessary authority to enter the agreement, and will indemnify AVE against all losses and expenses it incurs as a result.
4. AVE may decline in its sole and absolute discretion some or all of any request by, or on behalf of, the Customer without providing reasons.
5. AVE will issue to the Customer an Order Quote/Invoice relating to the Equipment.
6. The Customer must check the Order Quote/Invoice on receipt and unless the Customer notifies AVE before collection of the Equipment that it disagrees with anything in the Order Quote/Invoice, the terms of the Order Quote/Invoice are accepted by the Customer.
7. The Terms may be changed by AVE from time to time by AVE giving notice of the amendment to the Customer, such notice is deemed given when AVE does any of the following: (a) sends notice of the amendment to the Customer at any address (including an email address) supplied by the Customer; (b) publishes the amended terms on its website or (c) displays the amended terms at premises from which AVE conducts operations. Such changes to these Terms apply to Order Quote/Invoices entered into after the change has been notified to the Customer.

Agreement and Customer Obligations

8. Each sale/agreement between AVE and the Customer is formed at Commencement.
9. The Order Quote/Invoice is open for acceptance by the Customer for a period of 5 working days of the date of the Order Quote/Invoice, unless otherwise agreed in writing by AVE at AVEs sole and absolute discretion.
10. The Customer must; a) Satisfy itself at Commencement that the Equipment is suitable for its purposes; b) Operate the Equipment safely, strictly in accordance with the law, only for its intended use, and in accordance with any instructions whether supplied by AVE or posted on the Equipment; c) Indemnify AVE for all injury and/or damage to the extent caused or contributed to by the Customer to persons and property in relation to the Equipment and its operation; d) Hold adequate insurance to cover all liabilities incurred as a result of the use of the Equipment as well as any obligation of the Customer under this agreement; e) Ensure that any person collecting or taking delivery of Equipment on behalf of the Customer is authorised by the Customer to do so and the Customer will not allege that any such person is not so authorised; f) Ensure that all persons operating or using the Equipment are suitably instructed in its safe and proper use; g) Conduct a thorough hazard and risk assessment before using the Equipment and comply with all applicable occupational health and safety laws; h) Report and provide full details to AVE of any accident or damage to the Equipment within 24 hours of the accident or damage occurring; i) Assist and co-operate fully and promptly with AVE and/or its insurer in the investigation, settlement or defence of any claim or matter relating to the Equipment or Order Quote/Invoice; j) Remain responsible for the care and safekeeping of the Equipment until collected by or delivered back to AVE;
11. The Customer must NOT; a) Tamper with, damage or repair the Equipment; b) Lose or part with possession of the Equipment; c) Rely upon any representation relating to the Equipment or its operation other than those contained in this agreement; d) Use or operate the Equipment in an illegal, prohibited or dangerous manner.
12. The Customer acknowledges that nothing in this agreement gives the customer any right of ownership (or other right or claim that is contrary to AVEs ownership) of the Equipment, and that the Equipment remains at all times the property of AVE.

Charges

13. AVEs Charges will be as shown in the Order Quote/Invoice, along with other details including the Equipment Period.
14. The Customer must return all equipment to AVE no later than 10:00am on the date shown on the Order Quote/Invoice and all Equipment must be clean and in good working condition upon return.
15. The Customer shall reimburse AVE for all costs in connection with cleaning, recoiling resetting or repackaging (including where cables and connectors are not properly coiled and taped and/or with rigging tape still attached), repairing or replacing Equipment not returned in clean and good working condition and is liable for charges at the daily rate shown in the Order Quote/Invoice.
16. AVE reserves the right to impose additional charges at the daily rate for the period in which any item of Equipment is not available for use by other AVE customers as a result of the Customers breach.
17. AVE will retain the whole or part of any deposit paid by the Customer to set against any liability the Customer has in relation to AVE.

Payment

18. The Customer agrees to pay the amount listed on the Order Quote/Invoice to AVE in full on the earlier of the following; a) prior to Commencement; b) within the period stated on the Order Quote/Invoice, and if no such period is stated then within 30 days of the date of the Order Quote/Invoice; or c) on a date otherwise agreed, in writing, by AVE.
19. The Customer must not withhold/delay payment to AVE for any reason, including but not limited to any claim which the customer asserts that it has against AVE or any money which it asserts is owed to it by AVE
20. AVE accept payment by cash, credit card, cheque or bank transfer, and the customer will pay to AVE any applicable surcharges that apply.4.4 The Customer is responsible for and will pay to AVE immediately on request by AVE; (a) all costs and/or loss, theft, replacement or repair of the Equipment; (b) all costs incurred in cleaning, recoiling resetting or repackaging the Equipment; (c) the full cost of repairing any damage to the Equipment; (d) all taxes or duties, and all tolls, fines, penalties, levies or charges payable in respect of this agreement or arising from the Customers use of the Equipment; (e) all costs incurred by AVE in delivering and recovering possession of the Equipment; (f) Interest for late payment of amounts owing by the Customer, at the pre-judgement interest rate set by the Local Court of New South Wales from time to time; (g) any expenses and legal costs (including commission payable to a commercial agent) incurred by AVE in enforcing this agreement; and (h) any fees that AVE would have charged to a person/entity other than the Customer for the period from the Commencement until the Equipment is returned (if any such date applies).
21. The Customer authorises AVE to charge any amounts owing to it to any credit card or account details of which are provided to AVE.

Delivery and/or Installation by AVE (only where applicable)

22. Delivery/Installation by AVE, only where applicable, will only occur by prior arrangement at an agreed time and date, and the Customer is to ensure that a person is available at the agreed time.
23. The Customer will pay to AVE all charges and costs in relation to such delivery/installation and AVE will notify the Customer of such charges in the Order Quote/Invoice or otherwise in writing.
24. Any estimated time for delivery/installation by AVE is an estimate only. AVE will attempt to deliver/install within the estimated time frame but on occasion delays may occur. AVE will not be liable for any loss, damage, or other expense resulting from any delay or failure to deliver or for any other loss or damage during delivery/installation.

Risk

25. Risk in the Equipment will pass to the Customer upon delivery/installation by AVE or uplift by the Customer.
26. When uplifting the Equipment directly from AVE the Customer must ensure that the Customer has suitable transport and AVE reserves the right to refuse removal of Equipment where appropriate arrangements for safe and lawful transport of the Equipment have not been made.
27. If the start of the hire/use is delayed for this reason AVE reserve the right to charge at the daily rate shown in the Order Quote/Invoice during the period of delay.

Cancellation

28. Each Order Quote/Invoice that is entered into is irrevocable and shall not be cancelled by the Customer unless AVE agrees, in its sole and absolute discretion, to such cancellation in writing.
29. In the event that the Customer purports or attempts to cancel any Order Quote/Invoice after Commencement the Customer is liable to pay to AVE an amount that is equal to the percentage of the Order Quote/Invoice calculated as follows; (a)20 working days or more from the purported/attempted cancellation date, 25% of the Charges; (b) between 10 and 19 working days from the purported/attempted cancellation date, 50% of the Charges; (c) between 5 and 9 working days from the purported/attempted cancellation date, 75% of the Charges; (d) 4 working days or less from the purported/attempted cancellation date, 100% of the Charges.
30. In addition to the any amount set out in clause 28, the Customer must also reimburse AVE for any additional costs incurred by AVE in preparation for the provision of the Equipment including, but not limited to, the cost of the manufactured items, production charges, venue charges and entertainment charges where such costs have not already been paid.
31. The parties agree that clause 29 and 30 are a reasonable and appropriate measure of AVEs risk/loss.

Exclusion of Liability and Disputes

32. Where the Australian Consumer Law applies, the Customer has the benefit of guarantees in relation to the Equipment which cannot be excluded.
33. Where the Australian Consumer Law applies and the Equipment is not of a kind ordinarily acquired for personal domestic or household use or consumption, AVE liability in respect of any guarantee is limited to the replacement or repair of the Equipment, or the cost of having the Equipment repaired or replaced.
34. To the extent that the Australian Consumer Law (or any other law which cannot be excluded) does not apply, AVE makes no representations and gives no warranties other than those set out in these Terms, and will not be liable to the Customer for any damages, costs or other liabilities whatsoever (including for consequential loss) in relation to the hiring or use of the Equipment by the Customer.
35. The Customer must immediately check all Charges, and any disputes must be communicated to AVE in writing within 24 hours of Commencement. In the event that no communication is received from the Customer within that period, the Charges are deemed to be accepted by the Customer.
36. The Customer must immediately check all Equipment on the Shipping Date, including ensuring that all Equipment is available/provided, and any disputes in relation to the Equipment must be communicated to AVE in writing within 24 hours of the Shipping Date. In the event that no communication is received from the Customer within that period, the Equipment is deemed to be accepted by the Customer.
37. If a dispute arises relating to this agreement, the hiring or the use of the Equipment (except in regard to payments due to AVE), the parties agree to negotiate to settle the dispute with the assistance ADR measures before litigation.

Copyright and Intellectual Property

38. The Customer agrees and warrants that it must/will; a) keep the Confidential Information confidential and not disclose, or cause or permit the disclosure of, any Confidential Information to any person, except as permitted by this agreement or by law or with AVEs prior written consent; b) maintain proper and secure custody of the Confidential Information and keep it protected from any use, disclosure or access inconsistent with this agreement and do all things necessary, prudent or desirable to safeguard confidentiality of Confidential Information; c) not make, permit, solicit or assist any other person to make, any announcement, public statement, press release or any other communication or disclosure concerning any Confidential Information without AVEs prior written consent; and d) comply with AVEs reasonable directions about Confidential Information.
39. The Customer further agrees and warrants that it must/will; (a) notify AVE immediately if it suspects, or becomes aware of, unauthorised use, or disclosure of Confidential Information; b) immediately take all reasonable steps to prevent or stop any suspected or actual unauthorised use of Confidential Information; and c) promptly do anything that AVE reasonably requires to restrain a breach or suspected breach of this agreement or any infringement or suspected infringement of the Discloser’s rights under this agreement; or enforce this agreement, whether by court proceedings or otherwise.

Termination of Agreement

40. AVE shall be entitled to terminate the agreement immediately and to repossess the Equipment at any time where the Customer is in breach of these terms, or the Customer take any steps, or if any process or action is started which, in our reasonable opinion suggests that the Customers solvency is in doubt or for any other reason which need not be disclosed to the Customer.
41. Where the provisions of clause 43 apply, the Customer authorises AVE to enter any property where we reasonably believe Equipment to be, in order to repossess such Equipment.
42. AVE shall be entitled at any time to request such security or additional security as it shall in its discretion think fit and shall be entitled to withhold supply of the Equipment or any credit arrangements until is provided by the Customer.

Governing Law

43. 43. These terms and conditions and the agreement for the Equipment are governed by the laws of NSW and are subject to the exclusive jurisdiction of the NSW Courts.

GST

43. Unless otherwise stated all costs quoted by AVE are net, exclusive of Goods and Services Tax (“GST”).

45. You will bear all liability for GST and shall not require AVE to pay to you any amount on account of GST. In addition, AVE will be entitled to recover from you any GST paid or payable by us in respect to the hiring of the Equipment.

Property and the Personal Property Securities Act 2009

46. Title to and ownership of the Goods shall not pass from AVE or to the Customer, and AVE retains all legal and equitable rights in relation to the Goods, until the Customer has paid AVE all moneys which it is, or may be, actually or contingently liable to pay AVE, by way of cleared funds and without set-off, and until that time: (a) Customer shall hold the Goods as AVE’s fiduciary/agent, and shall only resell the Goods in that capacity, in the ordinary course of business and on commercially reasonable terms. Customer has no right to commit AVE to any contractual relationship/liability to any third party, and shall account to AVE immediately after Goods are on-sold and proceeds of sale received, even if any credit period has not expired; (b) Pending resale of the Goods the Customer shall keep the Goods separate from its own and those of third parties, properly stored, protected, and insured, and in such a manner that the Goods are clearly identifiable as the property of AVE. The Customer shall receive all proceeds, including insurance proceeds and proceeds of proceeds, of any dealing with the Goods, in trust for AVE, shall keep such proceeds in a separate account until all actual or contingent liability to AVE has been discharged, and shall account to AVE for such proceeds. (c) AVE may enter upon any premises and retake possession of the Goods, and for this purpose the Customer and its legal assigns irrevocably authorises AVE or its nominees to enter on and into any premises where the Goods are located, and without notice to search for/remove any Goods. Customer indemnifies AVE and shall keep it indemnified against any loss/claim relating to such entry and removal.
47. The Terms create a Security Interest in Goods, and Proceeds arising from any dealings with Goods, which secures payment of the Price, any interest/credit/charges payable for the Goods, and all moneys which the Customer is, or may be, actually or contingently liable to pay AVE, which attaches to the Goods or takes effect immediately upon delivery of the Goods to the Customer.
48. AVE is not obliged to give any notice, or provide any documents, required to be given to the Customer or others under the PPSA, including notice of a verification statement, unless the obligation cannot be excluded.
49. AVE may take any steps at its complete discretion to register/protect/perfect/record, or better secure its position or any Security Interest in the Goods under the PPSA, and may by notice to Customer require Customer to: (a) take all steps, provide information, produce documents and obtain consents; (b) execute any notice, consent, document or amendment to these Terms; or (c) do any other thing, that is reasonably necessary to: (a) ensure that any Security Interest of AVE under these Terms or in relation to any Goods is enforceable; (b) register, protect, perfect, record or better secure AVE’s position in respect of these Terms or in relation to any Goods; (c) preserve the priority of any Security Interest of AVE under these Terms or in relation to any Goods; or (d) overcome any defect or adverse effect arising in relation to the PPSA, and the Customer must comply with the requirements of that notice, within the time stated in the notice, at the Customer’s cost and expense. Customer must reimburse AVE for any costs incurred by it in connection with this clause.

50. The Customer must notify AVE immediately if the Customer’s name, address, or any other information provided by the Customer changes.

Notifications

51. The Customer must notify AVE in writing within seven (7) days of:- (a) Any alteration to the name or ownership of the Customer; (b) The issue of any legal proceedings against the Customer; (c) The appointment of any provisional liquidator, liquidator, receiver, receiver manager or administrator to the Customer; and (d) Any sale or transfer of the business of the Customer, and the Customer shall be liable to AVE for all Goods supplied by AVE to the transferee of that business until notice of the change is received.

Further General and Charge

52. These Terms (as amended, and available at audiovisualevents.com.au) constitute the entire agreement between the parties, and to the fullest extent permitted by law any other terms, representations and warranties are excluded.
53. AVE’s failure or delay to exercise a right/remedy/power under these Terms or at law, to enforce or insist upon the timely performance of any of these terms, or to insist upon or demand timely payment of moneys when due, and any credit or forbearance extended by AVE to the Customer, shall not constitute a waiver of any subsequent default, or a waiver of AVE’s rights/powers under these Terms or at law.
54. The Customer charges all of their legal and equitable rights, title and interest in any real property now or in the further to secure payment of any amounts due to AVE.
55. Notwithstanding that any provision of the Terms may prove to be illegal or unenforceable pursuant to any statute or rule of law or for any other reason that provision is deemed omitted without affecting the legality of the remaining provisions and the remaining provisions of the Terms shall continue in full force and effect.

Definitions

AVE means Audio Visual Events Pty Ltd trading as Audio Visual Events® or AVE®.

Charges means amounts shown on the Order Quote/Invoice payable by the Customer, and any other amount payable by the Customer to AVE.

Commencement means the date when the Customer accepts, in writing or otherwise, the Order Quote/Invoice.

Customer means the person, firm, organisation, partnership, corporation or other entity (including a trust) hiring Equipment from AVE as identified in any Order Quote/Invoice or otherwise in writing by AVE.

Confidential Information means the provisions of this agreement, Intellectual Property Rights, all information (in any form) of, related to or connected with AVEs operations and affairs including financial, budgetary, marketing, research and business plan information; trade secrets, licences, quotations, master material, know- how; customer lists and supplier lists; all other information (in any form) of a confidential nature directly or indirectly disclosed by or on behalf of AVE to any other party or parties to this agreement; and all material, analyses, compilations, calculations, conclusions, summaries or other material derived or produced from, or incorporating any of, the information referred to in this definition.

Equipment means any kind of equipment and or goods offered for hire/use (or that are manufactured) by AVE, and includes any associated tools, parts and accessories, and which remain at all times the property of AVE.

Equipment Period means from Commencement until the end of the period shown on the Order Quote/Invoice, and may only be extended if AVE agrees to do so in writing.

Goods means any goods ordered or purchased by a Customer from AVE and any related services provided to the Customer by AVE.

‘Loss’ or ‘Claim’ means any damage, injury, loss, cost, expense, liability, claim, demand, action, proceeding or judgment, however arising and whatsoever nature or kind, whether due to negligence of any person, under law or statute, or in equity, whether present or future, fixed or unascertained, and whether direct, indirect, actual or contingent.

Order Quote/Invoice means a document issued by AVE setting out the terms and particulars of the Equipment, the Equipment Period, the Charges and such other information as AVE may decide to include.

Price means the price of the Goods from time to time in accordance with AVE’s price, which may be varied by it at any time without notice, together with any taxes (including GST) or duties payable by for the supply or delivery of the Goods, freight and carrier charges, and any other fees or charges payable under these Terms.

GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Commonwealth) and expressions in the Terms have the same meanings as in that Act.

Intellectual Property Rights means all intellectual property rights throughout the world, including all registered and unregistered rights of copyright, designs, plans, circuit layouts, workshop drawings, trade-marks, master material files or information including but not limited to trade secrets, know-how, moral rights, confidential information, patents, inventions, discoveries and domain names and all other intellectual property as defined in Article 2 of the Convention Establishing the World Intellectual Property Organisation.

PPSA means the Personal Property Securities Act 2009 (Cth), and a term defined by the PPSA has the same meaning when used in these Terms.

Proceeds has the same meaning given to that term under the PPSA.

Security Interest has the same meaning given to that term under the PPSA.

Shipping Date means the date shown on the Order Quote/Invoice being the (earlier of the) date when the Equipment is shipped/dispatched (or, if applicable the date when the Equipment is collected by, or on behalf of, the Customer).