1. Definitions

“Bayside” means Bayside Scaffolding Services Pty Ltd, its successors and assigns or any person acting on behalf of and with the authority of Bayside Scaffolding Services Pty
“Client” means the person/s or any person acting on behalf of and with the authority of the Client requesting Bayside to provide the Services as specified in any proposal, quotation, order, invoice or other documentation, and:
- if there is more than one Client, is a reference to each Client jointly and severally; and
- if the Client is a part of a Trust, shall be bound in their capacity as a trustee; and
- includes the Client’s executors, administrators, successors and permitted
“Goods” means all Goods (supplied either by sale or hire) or Services supplied by Bayside to the Client at the Client’s request from time to time (where the context so permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other).
“Minimum Hire Period” means the Minimum Hire Period as described on the invoices, quotation, authority to hire, or any other forms as provided by Bayside to the
“Price” means the Price payable (plus any GST where applicable) for the hire (or purchase) of the Goods as agreed between Bayside and the Client in accordance with clause 6
“GST” means Goods and Services Tax (GST) as defined within the “A New Tax System (Goods and Services Tax) Act 1999”

2. Acceptance

The Client is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Client places an order for or accepts delivery of the
These terms and conditions may only be amended with the consent of both parties in writing, and shall prevail to the extent of any inconsistency with any other document or agreement between the Client and
Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 9 of the Electronic Transactions Act 2000 or any other applicable provisions of that Act or any Regulations referred to in that

3. Errors and Omissions

The Client acknowledges and accepts that Bayside shall, without prejudice, accept no liability in respect of any alleged or actual error(s) and/or omission(s):
- resulting from an inadvertent mistake made by Bayside in the formation and/or administration of this contract; and/or
- contained in/omitted from any literature (hard copy and/or electronic) supplied by Bayside in respect of the
In the event such an error and/or omission occurs in accordance with clause 1, and is not attributable to the negligence and/or wilful misconduct of Bayside; the Client shall not be entitled to treat this contract as repudiated nor render it invalid.

4. Change in Control

The Client shall give Bayside not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client and/or any other change in the Client’s details (including but not limited to, changes in the Client’s name, address, contact phone or fax number/s, change in trustees, or business practice). The Client shall be liable for any loss incurred by Bayside as a result of the Client’s failure to comply with this

5. Brochures and Promotional Material

The Client acknowledges that description and illustrations in Bayside’s brochures, promotional material and advertising are not to be taken as an exact representation of the articles described, and are intended to present a general idea of the Goods. All drawings, brochures and electronic information supplied are informative only. Bayside accepts no responsibility for the accuracy of illustrations, designs, samples, weights, dimensions, capacities and other particulars of the Goods, and will not be responsible for the cost of additional work or consequential loss or damage caused by any defect or otherwise in Brochures and Promotional All samples, illustrations, designs and specifications supplied to the Client remain the property of Bayside and may not be copied, reproduced or used in part or whole without the prior written consent from Bayside.

6. Price and Payment

At Bayside’s sole discretion the Price shall be either:
- as indicated on any invoice provided by Bayside to the Client; or
- the Price as at the date of delivery of the Goods according to Bayside’s current price list; or
- Bayside’s quoted price (subject to clauses 2 to 6.4) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days.
The Client acknowledges that any Price quoted or advertised is subject to change without
Bayside reserves the right to change the Price:
- if a variation to the Goods which are to be supplied is requested; and/or
- in the event of increases to Bayside in the cost of labour or materials, or fluctuations in currency exchange rates, which are beyond Bayside’s
Variations will be charged for on the basis of Bayside’s quotation, and will be detailed in writing, and shown as variations on Bayside’s The Client shall be required to respond to any variation submitted by Bayside within ten (10) working days. Failure to do so will entitle Bayside to add the cost of the variation to the Price. Payment for all variations must be made in full at the time of their completion.
The Client shall be responsible for, and will pay:
- all costs associated with the pickup and delivery of the Goods to and from the company depot, and if necessary shall provide loading equipment as well as all packaging costs;
- any additional costs or expenses not specifically provided for in this agreement, including but not limited to, any taxes, fees, stamp duty, levy or charge imposed by government, or semi-government authority;

any extra costs due to the difference between data supplied by the Client and the actual site shall be paid by the

At Bayside’s sole discretion, a non-refundable deposit may be
Time for payment for the Goods being of the essence, the Price will be payable by the Client on the date/s determined by Bayside, which may be:
- on delivery of the Goods;
- before delivery of the Goods;
- by way of instalments/progress payments in accordance with Bayside’s payment schedule;
- thirty (30) days following the end of the month in which a statement is posted to the Client’s address or address for notices;
- the date specified on any invoice or other form as being the date for payment; or
- failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Client by
Payment may be made by cash, cheque, bank cheque, credit card (a surcharge may apply per transaction), or by any other method as agreed to between the Client and
The Client shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Client by Bayside nor to withhold payment of any invoice because part of that invoice is in
Unless otherwise stated the Price does not include GST. In addition to the Price the Client must pay to Bayside an amount equal to any GST Bayside must pay for any supply by Bayside under this or any other agreement for the sale/hire of the The Client must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Client pays the Price. In addition the Client must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.

7. Delivery of Goods

Delivery (“Delivery”) of the Goods is taken to occur at the time that:
- the Client or the Client’s nominated carrier takes possession of the Goods at Bayside’s address; or
- Bayside (or Bayside’s nominated carrier) delivers the Goods to the Client’s nominated address even if the Client is not present at the

address.

At Bayside’s sole discretion, the cost of delivery is included in the
Bayside may deliver the Goods in separate instalments. Each separate instalment shall be invoiced and paid in accordance with the provisions in these terms and
The Client must take delivery by receipt or collection of the Goods whenever either is tendered for In the event that the Client is unable to take delivery of the Goods as arranged then Bayside shall be entitled to charge a reasonable fee for redelivery of the Goods and/or the storage of the Goods.
Bayside shall not be responsible for delay or non-completion of the job for which the Goods are purchased/hired resulting from an act beyond the reasonable control of Bayside, including but not limited to, industrial action, strikes, lockouts, epidemics, fire, war, government actions, commotion, riot, floods or inclement

8. Title to the Goods

Where this is a hire agreement:
- the Goods is and will at all times remain the absolute property of Bayside, however the Client accepts full responsibility for:
  - the safekeeping of the Goods and indemnifies Bayside for all loss, theft, or damage to the Goods howsoever caused and without limiting the generality of the foregoing whether or not such loss, theft, or damage is attributable to any negligence, failure, or omission of the Client; and
  - shall keep Bayside indemnified against all liability in respect of all actions, proceedings, claims, damages, costs and expenses in respect of any injury to persons, damage to property, or otherwise arising out of the use of the Goods during the hire period and whether or not arising from any negligence, failure or omission of the Client or any other

Furthermore, the Client will insure, or self-insure, Bayside’s interest in the Goods against physical loss or damage including, but not limited to, the perils of accident, fire, theft and burglary and all other usual risks and will effect adequate Public Liability Insurance covering any loss, damage or injury to property arising out of the Goods. Further the Client will not use the Goods nor permit it to be used in such a manner as would permit an insurer to decline any claim.

If the Client fails to return the Goods to Bayside then Bayside or Bayside’s agent may (as the invitee of the Client) enter upon and into land and premises owned, occupied or used by the Client, or any premises where the Goods is situated and take possession of the Goods, without being responsible for any damage thereby
The Client is not authorised to pledge Bayside’s credit for repairs to the Goods or to create a lien over the Goods in respect of any

repairs.

Where is this an agreement for the purchase of the Goods:
- Bayside and the Client agree that ownership of the Goods shall not pass until:
  - the Client has paid Bayside all amounts owing to Bayside; and
  - the Client has met all of its other obligations to
- Receipt by Bayside of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or
- It is further agreed that:
  - until ownership of the Goods passes to the Client in accordance with clause (a) that the Client is only a bailee of the Goods and must return the Goods to Bayside on
  - the Client holds the benefit of the Client’s insurance of the Goods on trust for Bayside and must pay to Bayside the proceeds of any insurance in the event of the Goods being lost, damaged or
  - the Client must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market value. If the Client sells, disposes or parts with possession of the Goods then the Client must hold the proceeds of any such act on trust for Bayside and must pay or deliver the proceeds to Bayside on

the Client should not convert or process the Goods or intermix them with other goods but if the Client does so then the Client holds the resulting product on trust for the benefit of Bayside and must sell, dispose of or return the resulting product to Bayside as it so
the Client irrevocably authorises Bayside to enter any premises where Bayside believes the Goods are kept and recover possession of the
Bayside may recover possession of any Goods in transit whether or not delivery has
the Client shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain the property of
Bayside may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the

9. Personal Property Securities Act 2009 (“PPSA”)

In this clause financing statement, financing change statement, security agreement, and security interest has the meaning given to it by the
Upon assenting to these terms and conditions in writing the Client acknowledges and agrees that these terms and conditions constitute a security agreement for the purposes of the PPSA and creates a security interest in all Goods that has previously been supplied and that will be supplied in the future by Bayside to the
The Client undertakes to:
- promptly sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which Bayside may reasonably require to;
  - register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities Register;
  - register any other document required to be registered by the PPSA; or
  - correct a defect in a statement referred to in clause 3 (a)(i) or 9.3 (a)(ii);
- indemnify, and upon demand reimburse, Bayside for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register established by the PPSA or releasing any Goods charged thereby;
- not register a financing change statement in respect of a security interest without the prior written consent of Bayside;
- not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods in favour of a third party without the prior written consent of Bayside;
- immediately advise Bayside of any material change in its business practices of selling Goods which would result in a change in the nature of proceeds derived from such
Bayside and the Client agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these terms and
The Client waives their rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the
The Client waives their rights as a grantor and/or a debtor under sections 142 and 143 of the
Unless otherwise agreed to in writing by Bayside, the Client waives their right to receive a verification statement in accordance with section 157 of the
The Client must unconditionally ratify any actions taken by Bayside under clauses 3 to 9.5.
Subject to any express provisions to the contrary (including those contained in this clause 9) nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the
Only to the extent that the hire of the Goods exceeds a two (2) year hire period with the right of renewal shall clause 9 apply as a security agreement in the form of a PPS Lease in respect of Section 20 of the PPSA, in all other matters this clause 9 will apply generally for the purposes of the

10. Security and Charge

In consideration of Bayside agreeing to supply the Goods, the Client charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Client either now or in the future, to secure the performance by the Client of its obligations under these terms and conditions (including, but not limited to, the payment of any money).
The Client indemnifies Bayside from and against all Bayside’s costs and disbursements including legal costs on a solicitor and own client

basis incurred in exercising Bayside’s rights under this clause.

The Client irrevocably appoints Bayside and each director of Bayside as the Client’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 10 including, but not limited to, signing any document on the Client’s

11. Defects, Warranties and Returns, Competition and Consumer Act 2010 (CCA)

The Client must inspect the Goods on delivery and must within seven (7) days of delivery notify Bayside in writing of any evident defect/damage, shortage in quantity, or failure to comply with the description or quote. The Client must notify any other alleged defect in the Goods as soon as reasonably possible after any such defect becomes evident. Upon such notification the Client must allow Bayside to inspect the
Under applicable State, Territory and Commonwealth Law (including, without limitation the CCA), certain statutory implied guarantees and warranties (including, without limitation the statutory guarantees under the CCA) may be implied into these terms and conditions (Non- Excluded Guarantees).
Bayside acknowledges that nothing in these terms and conditions purports to modify or exclude the Non-Excluded
Except as expressly set out in these terms and conditions or in respect of the Non-Excluded Guarantees, Bayside makes no warranties or other representations under these terms and conditions including but not limited to the quality or suitability of the Goods. Bayside’s liability in respect of these warranties is limited to the fullest extent permitted by
If the Client is a consumer within the meaning of the CCA, Bayside’s liability is limited to the extent permitted by section 64A of Schedule

If Bayside is required to replace the Goods under this clause or the CCA, but is unable to do so, Bayside may refund any money the Client has paid for the
If the Client is not a consumer within the meaning of the CCA, Bayside’s liability for any defect or damage in the Goods is:
- limited to the value of any express warranty or warranty card provided to the Client by Bayside at Bayside’s sole discretion;
- limited to any warranty to which Bayside is entitled, if Bayside did not manufacture the Goods;
- otherwise negated
Subject to this clause 11, returns will only be accepted provided that:
- the Client has complied with the provisions of clause 1; and
- Bayside has agreed that the Goods are defective; and
- the Goods are returned within a reasonable time at the Client’s cost (if that cost is not significant); and
- the Goods are returned in as close a condition to that in which they were delivered as is
Notwithstanding clauses 1 to 11.8 but subject to the CCA, Bayside shall not be liable for any defect or damage which may be caused or partly caused by or arise as a result of:
- the Client failing to properly maintain or store the Goods;
- the Client using the Goods for any purpose other than that for which they were designed;
- the Client continuing the use of the Goods after any defect became apparent or should have become apparent to a reasonably prudent operator or user;
- the Client failing to follow any instructions or guidelines provided by Bayside;
- fair wear and tear, any accident, or act of
Notwithstanding anything contained in this clause if Bayside is required by a law to accept a return then Bayside will only accept a return on the conditions imposed by that

12. Intellectual Property

Where Bayside has designed, drawn or developed Goods for the Client, then the copyright in any designs and drawings and documents shall remain the property of Bayside. Under no circumstances may such designs, drawings and documents be used without the express written approval of
The Client warrants that all designs, specifications or instructions given to Bayside will not cause Bayside to infringe any patent, registered design or trademark in the execution of the Client’s order and the Client agrees to indemnify Bayside against any action taken by a third party against Bayside in respect of any such
The Client agrees that Bayside may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs, drawings or Goods which Bayside has created for the

13. Default and Consequences of Default

Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at Bayside’s sole discretion such interest shall compound monthly at such a rate) after as well as before any
If the Client owes Bayside any money the Client shall indemnify Bayside from and against all costs and disbursements incurred by Bayside in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, Bayside’s contract default fee, and bank dishonour fees).
Further to any other rights or remedies Bayside may have under this contract, if a Client has made payment to Bayside, and the transaction is subsequently reversed, the Client shall be liable for the amount of the reversed transaction, in addition to any further costs incurred by Bayside under this clause 13 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Client’s obligations under this
Without prejudice to Bayside’s other remedies at law Bayside shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to Bayside shall, whether or not due for payment, become immediately payable if:
- any money payable to Bayside becomes overdue, or in Bayside’s opinion the Client will be unable to make a payment when it falls due;
- the Client has exceeded any applicable credit limit provided by Bayside;
- the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
- a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the

14. Cancellation

Without prejudice to any other remedies Bayside may have, if at any time the Client is in breach of any obligation (including those relating to payment) under these terms and conditions Bayside may suspend or terminate the supply of Goods to the Bayside will not be liable to the Client for any loss or damage the Client suffers because Bayside has exercised its rights under this clause.
Bayside may cancel any contract to which these terms and conditions apply or cancel delivery of Goods at any time before the Goods are delivered by giving written notice to the Client. On giving such notice Bayside shall repay to the Client any money paid by the Client for the Bayside shall not be liable for any loss or damage whatsoever arising from such cancellation.
In the event that the Client cancels delivery of Goods the Client shall be liable for any and all loss incurred (whether direct or indirect) by Bayside as a direct result of the cancellation (including, but not limited to, any loss of profits and any cost of materials, labour and other costs incurred by Bayside).

15. Hire of Goods

Hire charges shall commence from the time the Goods leave Bayside’s premises and continue until the return of the Goods to Bayside’s premises, and/or until the expiry of the Minimum Hire Period, whichever last
The date upon which the Client advises of termination shall in all cases be treated as a full day’s

No allowance whatsoever can be made for time during which the Goods are not in use for any reason, unless Bayside confirms special prior arrangements in writing. In the event of Goods breakdown provided the Client notifies Bayside immediately, hiring charges will not be payable during the time the Goods are not working, unless the condition is due to negligence or misuse on the part of or attributable to the
The Client shall:
- maintain the Goods as is required by Bayside;
- notify Bayside immediately by telephone of the full circumstances of any mechanical breakdown or The Client is not absolved from the requirements to safeguard the Goods by giving such notification;
- satisfy itself at commencement that the Goods are suitable for its purposes;
- operate the Goods safely, strictly in accordance with the law, only for its intended use, and in accordance with any manufacturer’s

instruction whether supplied by Bayside or posted on the Goods;

ensure that all persons operating or erecting the Goods are suitably instructed in its safe and proper use and where necessary hold a current Certificate of Competency and/or are fully licensed to operate the Goods and shall provide evidence of the same to Bayside upon request;
comply with all occupational health and safety laws relating to the Goods and their operation;
on termination of the hire, deliver the Goods complete with all parts and accessories, clean and in good order as delivered, fair wear and tear accepted, to Bayside;
keep the Goods in their own possession and control and shall not assign the benefit of the hire contract nor be entitled to lien over the Goods;
not alter or make any additions to the Goods including but without limitation altering, make any additions to, defacing or erasing any identifying mark, plate or number on or in the Goods or in any other manner interfere with the Goods;
employ the Goods solely in its own work and shall not permit the Goods or any part thereof to be used by any other party for any other work;
not exceed the recommended or legal load and capacity limits of the Goods;
not use or carry any illegal, prohibited or dangerous substance in, or on, the Goods;
not fix any of the Goods in such a manner as to make them legally a fixture forming part of any freehold;
Immediately on request by Bayside the Client will pay:
- the new list price of any Goods that are for whatever reason destroyed, written off or not returned to Bayside;
- all costs incurred in cleaning the Goods;
- all costs of repairing any damage caused by the ordinary use of the Goods up to an amount equal to ten percent (10%) of the new list price of the Goods;
- the cost of repairing any damage to the Goods caused by the negligence of the Client or the Client’s agent;
- the cost of repairing any damage to the Goods caused by vandalism, or (in Bayside’s reasonable opinion) in any way whatsoever other

than by the ordinary use of the Goods by the Client;

any lost hire fees Bayside would have otherwise been entitled to for the Goods, under this, or any other hire

16. Sale of Goods

Risk of damage to or loss of the Goods passes to the Client on Delivery and the Client must insure the Goods on or before
If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Client, Bayside is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by Bayside is sufficient evidence of Bayside’s rights to receive the insurance proceeds without the need for any person dealing with Bayside to make further
If the Client requests Bayside to leave Goods outside Bayside’s premises for collection or to deliver the Goods to an unattended location

then such Goods shall be left at the Client’s sole risk.

In the case of second hand Goods, unless the Client is a consumer under the CCA, the Client acknowledges that it has had full opportunity to inspect the second hand Goods prior to delivery and accepts them with all faults and that to the extent permitted by law no warranty is given by Bayside as to the quality or suitability for any purpose and any implied warranty, statutory or otherwise, is expressly excluded. The Client acknowledges and agrees that Bayside has agreed to provide the Client with the second hand Goods and calculated the Price of the second hand Goods in reliance of this clause 4.
Cancellation of orders for Goods made to the Client’s specifications, or for non-stocklist items, will definitely not be accepted once production has commenced, or an order has been

17. Privacy Act 1988

The Client agrees for Bayside to obtain from a credit reporting body (CRB) a credit report containing personal credit information (e.g. name, address, O.B, occupation, previous credit applications, credit history) about the Client in relation to credit provided by Bayside.
The Client agrees that Bayside may exchange information about the Client with those credit providers and with related body corporates for the following purposes:
- to assess an application by the Client; and/or
- to notify other credit providers of a default by the Client; and/or
- to exchange information with other credit providers as to the status of this credit account, where the Client is in default with other credit providers; and/or
- to assess the creditworthiness of the Client including the Client’s repayment history in the preceding two
The Client consents to Bayside being given a consumer credit report to collect overdue payment on commercial
The Client agrees that personal credit information provided may be used and retained by Bayside for the following purposes (and for other agreed purposes or required by):
- the provision of Goods; and/or
- analysing, verifying and/or checking the Client’s credit, payment and/or status in relation to the provision of Goods; and/or

processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Client; and/or
enabling the collection of amounts outstanding in relation to the

Bayside may give information about the Client to a CRB for the following purposes:
- to obtain a consumer credit report;
- allow the CRB to create or maintain a credit information file about the Client including credit
The information given to the CRB may include:
- personal information as outlined in 1 above;
- name of the credit provider and that Bayside is a current credit provider to the Client;
- whether the credit provider is a licensee;
- type of consumer credit;
- details concerning the Client’s application for credit or commercial credit (e.g. date of commencement/termination of the credit account and the amount requested);
- advice of consumer credit defaults, overdue accounts, loan repayments or outstanding monies which are overdue by more than sixty

(60) days and for which written notice for request of payment has been made and debt recovery action commenced or alternatively that the Client no longer has any overdue accounts and Bayside has been paid or otherwise discharged and all details surrounding that discharge(e.g. dates of payments);

information that, in the opinion of Bayside, the Client has committed a serious credit infringement;
advice that the amount of the Client’s overdue payment is equal to or more than one hundred and fifty dollars ($150).

The Client shall have the right to request (by e-mail) from Bayside:
- a copy of the information about the Client retained by Bayside and the right to request that Bayside correct any incorrect information; and
- that Bayside does not disclose any personal information about the Client for the purpose of direct
Bayside will destroy personal information upon the Client’s request (by e-mail) or if it is no longer required unless it is required in order to fulfil the obligations of this agreement or is required to be maintained and/or stored in accordance with the
The Client can make a privacy complaint by contacting Bayside via e-mail. Bayside will respond to that complaint within seven (7) days of receipt and will take all reasonable steps to make a decision as to the complaint within thirty (30) days of receipt of the complaint. In the event that the Client is not satisfied with the resolution provided, the Client can make a complaint to the Information Commissioner at oaic.gov.au

18. Unpaid Seller’s Rights

Where the Client has left any item with Bayside for repair, modification, exchange or for Bayside to perform any other service in relation to the item and Bayside has not received or been tendered the whole of any monies owing to it by the Client, Bayside shall have, until all monies owing to Bayside are paid:
- a lien on the item; and
- the right to retain or sell the item, such sale to be undertaken in accordance with any legislation applicable to the sale or disposal of uncollected
The lien of Bayside shall continue despite the commencement of proceedings, or judgment for any monies owing to Bayside having been obtained against the

19. Building and Construction Industry Security of Payments Act 1999

At Bayside’s sole discretion, if there are any disputes or claims for unpaid Goods then the provisions of the Building and Construction Industry Security of Payments Act 1999 may
Nothing in this agreement is intended to have the effect of contracting out of any applicable provisions of the Building and Construction Industry Security of Payments Act 1999 of New South Wales, except to the extent permitted by the Act where

20. Trusts

If the Client at any time upon or subsequent to entering in to the contract is acting in the capacity of trustee of any trust (“Trust”) then

whether or not Bayside may have notice of the Trust, the Client covenants with Bayside as follows:

the contract extends to all rights of indemnity which the Client now or subsequently may have against the Trust and the trust fund;
the Client has full and complete power and authority under the Trust to enter into the contract and the provisions of the Trust do not purport to exclude or take away the right of indemnity of the Client against the Trust or the trust The Client will not release the right of indemnity or commit any breach of trust or be a party to any other action which might prejudice that right of indemnity.
The Client will not without consent in writing of Bayside (Bayside will not unreasonably withhold consent), cause, permit, or suffer to happen any of the following events;
- the removal, replacement or retirement of the Client as trustee of the Trust;
- any alteration to or variation of the terms of the Trust;
- any advancement or distribution of capital of the Trust; or
- any resettlement of the trust

21. General

The failure by either party to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect that party’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or
These terms and conditions and any contract to which they apply shall be governed by the laws of New South Wales, the state in which Bayside has its principal place of business, and are subject to the jurisdiction of the courts in that

Subject to clause 11 Bayside shall be under no liability whatsoever to the Client for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by Bayside of these terms and conditions (alternatively Bayside’s liability shall be limited to damages which under no circumstances shall exceed the Price of the Goods hire).
Bayside may licence and/or assign all or any part of its rights and/or obligations under this contract without the Client’s
The Client cannot licence or assign without the written approval of
Bayside may elect to subcontract out any part of the Services but shall not be relieved from any liability or obligation under this contract by so doing. Furthermore, the Client agrees and understands that they have no authority to give any instruction to any of Bayside’s sub- contractors without the authority of
The Client agrees that Bayside may amend these terms and conditions by notifying the Client in writing. These changes shall be deemed to take effect from the date on which the Client accepts such changes, or otherwise at such time as the Client makes a further request for Bayside to provide Goods to the
Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either
Both parties warrant that they have the power to enter into this agreement and have obtained all necessary authorisations to allow them to do so, they are not insolvent and that this agreement creates binding and valid legal obligations on