SHEPP HIRE Terms and Conditions

1. Definitions and interpretation
1.1 Definitions
“Agreement” means these terms and conditions and any Hire Detail Form attached to these terms and conditions or signed by the Hirer.
“Breakdown” means a mechanical failure of or damage to the Equipment causing it to cease to operate in its intended manner or at all.
“Chain of Responsibility” means legislation that extends liability for Road Law offences to all parties whose actions, inactions or demands influence conduct on the road, particularly in relation to speed, fatigue, vehicle standards, vehicle roadworthiness, load restraint, and mass and dimension.
“Equipment” means the Equipment described in the Hire Detail Form or any other equipment provided by Shepp Hire to the Hirer from time to time.
“GST” means Goods and Services Tax.
“Hire Charges” means the charges specified in the Hire Detail Form plus any applicable GST, or if none are specified, a reasonable amount.
“Hire Detail Form” means the form attached to this Agreement setting out the details of the Hirer and the Hire particulars.
“Hire Period” means the period stated in item 2 of the Hire Detail Form or such longer period as Shepp Hire may agree to.
“Hirer” means the party named as Hirer in the Hire Detail Form, or, if no party is named, the party to whom Shepp Hire provides a copy of this Agreement.
“Hirer’s Insurance” means any insurance taken out by the Hirer as referred to in clause 13.
“Legal Requirements” means any legal or regulatory obligation whether arising pursuant to statute, regulations, by-laws or otherwise.
“Manufacturer’s Recommendations” means any recommendations, written or otherwise, of the manufacturer of the Equipment, details of which will be made available to the Hirer upon request made to Shepp Hire.
“Operator” means a person or persons supplied by Shepp Hire to operate the Equipment for the Hirer.
“PPSA” means the Personal Property Securities Act 2009 (C’th) as amended from time to time.
“Shepp Hire” means JAJ Hire Pty Ltd, the company trading as Shepp Hire.
“Related Bodies Corporate” has the same meaning as in the Corporations Act 2001 (Cth).
“Road Law” means any law, regulation or rule relating to the use of a road, restrictions on driving hours (in whichever legislative instrument those requirements may appear), mass, load and restraint requirements for the carriage of goods, dangerous goods, environmental impacts and speed and traffic requirements and includes the Heavy Vehicle National Law.
“Safety Information” means any information provided to the Hirer with the Equipment concerning the Equipment’s safe operation.
“Transport Movement” means the period in which Equipment is being transported by road, which is governed by Road Law and is subject to the Chain of Responsibility.
1.2 Interpretation
In this Agreement the following rules apply unless the context otherwise requires.
a) If a word or phrase is defined then other grammatical forms of that word or phrase have the corresponding meaning.
b) A statute, regulation, code or other law or a provision of any of them includes:
i) any amendment or replacement of it; and
ii) another regulation or other statutory instrument made under it, or made under it as amended or replaced.
c) A reference to a party to this Agreement includes the party’s successors, permitted substitutes and permitted assigns.
d) The use of the words “includes”, “including” or any similar expression does not limit what else might be included.
e) The word person can include a body corporate.
f) The singular includes the plural and the plural includes the singular.
2. Acceptance of Agreement
a) The Hirer may enter into this Agreement by either-
i) signing a copy of the Agreement; or
ii) taking possession of the Equipment or any part of the Equipment after having received a copy of this Agreement.
b) These terms shall constitute a full and complete statement of the Agreement between Shepp Hire and the Hirer and no variations or modification of any term shall be binding unless it is agreed to in writing by Shepp Hire.
c) This Agreement shall apply to all future Hiring arrangements between Shepp Hire and the Hirer (regardless of whether it is signed) unless and until it is terminated in accordance with its terms or Shepp Hire provides an alternate or modified written Agreement in which case that later Agreement shall apply to any subsequent hiring of Equipment.
d) Any term contained in any document supplied by the Hirer, including any terms in a purchase order, will not form part of the Hire Agreement.
e) The person signing or accepting the terms of this Agreement warrants that he or she has the Hirer’s authority to enter into the Agreement on the Hirer’s behalf.
3. Hire of Equipment
a) Shepp Hire agrees to hire the Equipment to the Hirer for the Hire Period and the Hirer agrees to take the Equipment on hire for the Hire Period on the terms and conditions set out in this Agreement.
b) The Hirer is entitled to exclusively use the Equipment for the Hire Period and for any agreed extension of the Hire Period, but subject always to this Agreement.
c) Unless otherwise specified on the Hire Detail Form the Hirer shall be responsible, at its cost, for collection of the Equipment from Shepp Hire premises and the return of the Equipment to Shepp Hire premises at the conclusion of the Hire Period.
d) The Hire Period includes all days within its range, including without limitation, weekends and public holidays.
4. Payment for Hire
4.1 General terms re payment
a) The Hirer agrees to promptly pay to Shepp Hire the Hire Charges in the amount and at the times and amounts calculated in accordance with the Hire Detail Form.
b) The Hirer must pay Hire Charge for the full Hire Period, even if the Equipment is returned early, unless otherwise agreed by Shepp Hire.
c) If the Hirer fails to return the Equipment to Shepp Hire after the Hire Period, whether with or without Shepp Hire’s permission, further Hire Charges will accrue and become payable at the same rate that they had accrued during the Hire Period (in addition to other losses suffered by Shepp Hire if there has been default by the Hirer).
d) Shepp Hire is entitled to set off against any amounts it owes the Hirer any amounts owed by the Hirer or the Hirer’s Related Bodies Corporate to Shepp Hire.
4.2 Additional charges
In addition to the Hire Charges the Hirer shall be obligated to pay to Shepp Hire:
a) If the Equipment is not returned in clean and good working condition, reasonable charges for the cleaning and repair of the Equipment;
b) The costs of replacing any manuals, decals or similar items if the Equipment is not returned with such items or they are damaged during the hire period.
c) Any applicable levies, fines, penalties, and any other government charges arising out of the Hirer’s use of the Equipment;
d) Any costs incurred by Shepp Hire as a result of the Hirer paying Hire Charges by credit card (although Shepp Hire shall not be obliged to accept payment by credit card);
e) If the Hirer requests operational guidance or training on the use of the Equipment and Shepp Hire agrees to provide such guidance or training, an amount for such services calculated at reasonable rates;
f) The costs of any consumables, fuel or other materials supplied which are not specifically allowed for in the Hire Charges; and
g) If Shepp Hire is required to deliver or collect the Equipment (including in exercising its rights pursuant to clause 17) the reasonable costs of it doing so where such costs are not specifically allowed for in the Hire Charges.
4.3 Default in payment
Should the Hirer default in any payment due under this Agreement then, without limiting any other rights Shepp Hire may have:
a) Interest shall accrue on any overdue amounts at the rate of 12% per annum, calculated monthly;
b) Any costs and expenses (including commission payable to any commercial or mercantile agent or legal costs on an indemnity basis) incurred by Shepp Hire as a result of the default, including but not limited to those incurred in connection with recovering overdue amounts, shall be payable by the Hirer to Shepp Hire.
4.4 Survival of provisions
Notwithstanding anything else in this Agreement, the obligations set out in this clause 4 survive the expiration or termination of this Agreement.
5. Title and possession
The Hirer acknowledges and agrees that:
a) Shepp Hire retains title to the Equipment at all times (even if the Hirer goes into liquidation or becomes bankrupt during the Hire Period) and that the Hirer has right to possess the Equipment as a mere bailee only. The Hirer also agrees not to agree, attempt, offer or purport to sell, assign, sub-let, lend, pledge, mortgage let on hire or otherwise part with or attempt to part with the personal possession of or otherwise deal with the Equipment.
b) This Agreement is personal to the Hirer and it must not allow or authorise any other person or entity to use, re-hire or have possession of the Equipment unless consent to this occurring has been given in writing by Shepp Hire.
c) Shepp Hire may at its discretion hire or lease the Equipment from a third party if it cannot provide the Equipment directly and in that case the Equipment remains owned by the third party.
6. Hirer’s Obligations
6.1 General obligations
The Hirer must:
a) Prior to taking possession of the Equipment, satisfy itself that the Equipment is suitable for its purposes and that any intended operators are suitably skilled and qualified.
b) Conduct a job safety analysis prior to using the Equipment;
c) Display all safety signs and instructions required by law or which were supplied with the Equipment and ensure that all operators observe those instructions;
d) Operate the Equipment safely and in accordance with its manufacturer’s intended purpose.
e) Ensure that any operators are not affected by drugs or alcohol.
f) Store the Equipment safely and securely;
g) Not remove the Equipment from the state of Victoria without the written consent of Shepp Hire;
h) Keep the Equipment in the same condition as at it was at the time of the Hirer first taking possession of the Equipment, fair wear and tear excepted;
i) Only use the Equipment as it would be used by a careful and prudent owner including only using the Equipment for its designed purpose and in accordance with Manufacturer’s Recommendations;
j) Only allow the Equipment to be operated by suitably qualified and skilled operators and ensure that any operators utilise appropriate safety clothing and equipment;
k) Perform routine maintenance in accordance with Manufacturer’s Recommendations and Shepp Hire’s instructions, including where relevant cleaning and lubricating the Equipment at appropriate intervals;
l) Maintain possession of the Equipment and store the Equipment in a safe and secure manner;
m) In possessing or operating the Equipment, comply with any Legal Requirements;
n) Upon request by Shepp Hire, promptly provide details of the location and condition of the Equipment and grant Shepp Hire access to the Equipment should it request such access;
o) Retain any Safety Information with the Equipment and bring it to the attention of any person who will be operating the Equipment;
p) Maintain in place and not remove, alter or obscure any identifying mark, plate or number on the Equipment;
q) Not remove fuel or oil tank caps, bund plugs or seals from the Equipment and ensure that they are in place when the Equipment is returned to Shepp Hire.
r) Report any damage to, or loss of, the Equipment to Shepp Hire immediately after such damage or loss occurs and not repair or alter or modify the Equipment without Shepp Hire’s consent; and
s) Whenever moving the Equipment, ensure the safe loading, securing and transport of the Equipment in accordance with all laws and Manufacturer’s Recommendations or directions from Shepp Hire.
t) Not, without Shepp Hire’s written consent, use the Equipment in a mine, in an area where friable asbestos is present or move the Equipment over water.
6.2 Indemnity
The Hirer indemnifies Shepp Hire against any loss, damage or liability incurred or suffered by Shepp Hire as a direct or indirect result of any breach of this Agreement by the Hirer. This indemnity shall include, but not be limited to-
a) Legal costs on an indemnity basis associated with pursuing overdue Hire Charges or other amounts owing by the Hirer to Shepp Hire;
b) The costs of repairing Equipment for the purpose of returning Equipment to the level of condition required to be maintained by the Hirer, whether those repairs take place during or after the Hire Period; and
c) The cost of replacing the Equipment in the event that it is uneconomical to repair.
7. Supply of Operator by Shepp Hire
If, at the request of the Hirer, Shepp Hire supplies an Operator then:
a) The Operator will be under the Hirer’s direction and control and will follow the Hirer’s reasonable instructions;
b) Shepp Hire will not, whilst the Operator is working at the Hirer’s direction seek to direct or supervise any work undertaken by the Operator;
c) Shepp Hire will not be liable to the Hirer for any acts or omissions of the Operator whilst operating under the direction of the Hirer
d) The Hirer must not allow any other person to operate the Equipment other than the Operator;
e) The Hirer must provide a safe work environment in which the Operator will be performing her or his work, and in doing so follow all relevant occupation health and safety obligations whether imposed by law or otherwise and
f) The Hirer must pay to Shepp Hire any additional charges for the provision of the Operator, as set out in the Hire Detail Form or as otherwise agreed with Shepp Hire in writing.
8. Condition of Equipment
a) In the event that the Hirer is of the view that the Equipment is broken, damaged and/or defective at the commencement of the Hire Period, the Hirer must notify Shepp Hire within 24 hours of the commencement of the Hire Period.
b) If the Hirer does not notify Shepp Hire in accordance with clause 8.a), Shepp Hire will be entitled to assume that the Equipment was in good working order and condition from the commencement of the Hire Period and the Hirer waived their rights to assert otherwise.
9. Breakdown or loss of Equipment
a) In the event of Breakdown of Equipment, the Hirer shall-
i) Immediately stop using the Equipment;
ii) Take all steps necessary to prevent injury occurring to persons or property (including further damage to the Equipment) as a result of the condition of the Equipment;
iii) Take all necessary steps to prevent any further damage to the Equipment; and
iv) Not attempt to repair the Equipment but rather notify Shepp Hire of the Breakdown and follow any instructions then provided by Shepp Hire.
b) In the event that the Equipment should Breakdown through no fault or lack of care of the Hirer then Shepp Hire shall use its best endeavours at its option to repair or replace the Equipment at its cost however should it be unable to do so for whatever reason this Agreement shall come to an end and Shepp Hire will bear no liability whatsoever to the Hirer arising out of the Breakdown or termination of the Agreement.
c) Should it become apparent at any stage that a Breakdown occurred directly or indirectly as a result of the fault or lack of care of the Hirer then the Hirer shall be liable to Shepp Hire for the cost of any repairs to the Equipment, regardless of whether the Hirer has been put on notice prior to the repairs being completed.
d) If the Equipment is lost or stolen, then the Hirer must immediately contact Shepp Hire and provide full known particulars of such loss or theft and follow any instructions then provided by Shepp Hire.
e) Compliance with its obligations pursuant to this clause 9 shall not relieve the Hirer of any other liability it might have under this Agreement arising out of a Breakdown of the Equipment.
10. Risk in Equipment
a) Risk in the Equipment passes to the Hirer immediately upon it taking possession of the Equipment and remains with the Hirer until the Equipment is returned to Shepp Hire’s premises.
b) During the Hire Period and any other time prior to the Hirer returning the Equipment to Shepp Hire, the Hirer is responsible for any loss, theft or damage to the Equipment from any and every event whatsoever and howsoever and by whosoever caused except if any such loss, theft or damage was caused by Shepp Hire.
c) If the Equipment has a Breakdown or becomes unsafe to use as a result of the Hirer’s acts or omissions (or those of its employees or agents) or if the Equipment is lost, stolen or damaged beyond fair wear and tear during the Hire Period or at any other time prior to the Hirer returning the Equipment to Shepp Hire, then the Hirer will be liable to Shepp Hire for:
i) Any costs incurred by Shepp Hire to recover and repair or replace the Equipment; and
ii) Hire Charges for the period of time during which the Equipment is being recovered and repaired or replaced.
11. Access to Equipment
The Hirer hereby grants permission to Shepp Hire to enter onto any property at which the Equipment may be located from time to time for the purpose of-
a) Inspecting the Equipment;
b) Performing repairs to the Equipment; and/or
c) Repossessing the Equipment.
12. Return of Equipment
a) The Hirer must return the Equipment to Shepp Hire on expiration of the Hire Period or termination of this Agreement in the same clean condition and good working order it was in when it took possession of the Equipment, ordinary fair wear and tear excepted.
b) If the Hirer does not properly clean the Equipment or in Shepp Hire’s view (acting reasonably) the Equipment is not decontaminated, Shepp Hire may charge a cleaning cost in accordance with clause 4.2 and the Hirer will continue to pay Hire Charges for the time that the Equipment is being cleaned.
c) Except as set out in clause 12 below, it is the Hirer’s responsibility to return the Equipment to Shepp Hire during normal business hours.
d) If Shepp Hire has agreed to collect the Equipment from the Hirer, then the Hirer must ensure that the Equipment is kept safe and secure until the time of collection.
13. Insurance
a) The Hirer must, unless stated otherwise in the Hire Detail Form, take out and maintain throughout the Hire Period, and any other time prior to the Hirer returning the Equipment to Shepp Hire, a comprehensive policy of insurance with a reputable insurer in respect to the Equipment in a form acceptable to Shepp Hire with such policy noting the interest of Shepp Hire in the Equipment. The coverage shall cover losses including-
i) Fire, theft and accidental damage; and
ii) Public liability indemnity of no less than 20 million dollars.
b) The Hirer shall provide Shepp Hire promptly upon request with a copy of the insurance policy and should the Hirer refuse or fail to do so then Shepp Hire shall be entitled to at its sole discretion:
i) take out its own policy of insurance in respect of the Equipment and then recover the full cost of doing so from the Hirer as a debt; and/or
ii) Charge the Hirer a fee as stated in the Hire Detail form or if no such fee is stated, then a fee not exceeding $1,000 in respect to having the Equipment insured under a policy of insurance taken out by Shepp Hire.
c) The insuring of the Equipment by Shepp Hire pursuant to clause 13.b) shall in no way relieve the Hirer of any obligations under this Agreement or any liability of any kind in respect to or arising out of the use of the Equipment.
14. Expiration of Agreement
a) The Hire of any Equipment shall come to an end at the later of the conclusion of the Hire Period or the return of the Equipment to Shepp Hire, save that any rights or obligations which have accrued under this Agreement prior to that time shall continue to exist beyond that date.
b) Should the Hirer, with the permission of Shepp Hire, remain in possession of the Equipment after the end of the Hire Period, this Agreement shall continue to apply to the hire of the Equipment save that either party shall be free to terminate the Hire of the Equipment upon 7 days’ notice to the other party.
15. Termination of Agreement
15.1 Immediate Termination
Shepp Hire may terminate this Agreement immediately and recover possession of the Equipment without notice if-
a) The Hirer is in breach of this Agreement and has not remedied the breach within 48 hours of written notice to the Hirer of the breach;
b) The Hirer is in breach of this Agreement and in the reasonable opinion of Shepp Hire immediate termination is necessary to protect the Equipment, the Shepp Hire brand, reputation, interests or goodwill (which includes any reputation, interests or goodwill of any subsidiary or associated entity of Shepp Hire);
c) The Hirer has made any false statements to Shepp Hire;
d) Shepp Hire reasonably forms the view that the Hirer is not able to either fully or partly honour its obligations under this Agreement; or
e) It becomes unlawful for the Hirer to retain possession of the Equipment.
15.2 Accrued rights on termination
Should Shepp Hire terminate the Agreement pursuant to this clause then any rights or obligations of either party accruing prior to termination shall continue to exist.
16. Guarantee if required
The Hirer agrees that it will, if called upon at any time by Shepp Hire to do so, procure from any one or more of its directors (as directed by Shepp Hire) a personal guarantee of the Hirer’s obligations pursuant to this Agreement in a form acceptable to Shepp Hire, with such guarantee to cover both future liabilities and any liabilities of the Hirer to Shepp Hire which predate the signing of the guarantee.
17. Recovery of Equipment
If the hirer is in breach of this Agreement or the Hire Agreement has been terminated then, in addition to any other rights it might have, Shepp Hire may at the Hirers cost take all steps necessary, including legal action if necessary, to recover the Equipment, including entering onto the Hirer’s premises to do so and the Hirer expressly consents to Shepp Hire or its agents doing so for the purposes of recovering the Equipment.
18. Parties to cooperate
a) The parties shall do all things reasonably necessary, including sign where necessary documents, to put the transactions contemplated by this Agreement into effect.
b) During the term of the Agreement the parties at reasonable intervals may request of each other that the parties meet for the purposes of discussing any matters which may arise from time to time relating to the Agreement or the hire of the Equipment. Such meetings must be held as soon as is practicable after being requested at a place and time agreed between the parties.
19. Personal Property Securities Act
a) Irrespective of anything to the contrary in these terms, if the PPSA applies to this Agreement then for the purposes of the PPSA –
i) Terms used in this clause have the corresponding meaning to their use in the PPSA;
ii) These Terms constitute a security Agreement between Shepp Hire and the Hirer and Shepp Hire has a Purchase Money Security Interest in all present and future goods supplied by Shepp Hire to the Hirer and the proceeds of those goods.
iii) The security interest is a continuing interest irrespective of whether there are monies or obligations owing by the Hirer to Shepp Hire at any particular point in time.
b) The Hirer must do whatever shall be necessary in order to give a valid security interest over the goods and their proceeds which is able to be registered by Shepp Hire on the Personal Property Securities Register. Without limiting the Hirer’s obligations under this clause, the Hirer must immediately upon Shepp Hire’s request –
i) Execute all documents and do any other things necessary to give effect to the security interest created under these terms; and
ii) Procure from any person considered by Shepp Hire to be relevant to its security position such agreements and waivers as Shepp Hire may require at any time.
c) Where, but only to the extent, permitted by the PPSA –
i) The Hirer agrees that the provision of chapter 4 of the PPSA which are for the benefit of the Hirer or which place obligations on Shepp Hire will apply only to the extent that they are mandatory or if Shepp Hire agrees to their application in writing. Where Shepp Hire has rights in addition to those in chapter 4 of the PPSA, those rights will continue to apply;
ii) The Hirer waives any right to receive the notifications, verifications, disclosures or other documentations specified under Sections 95, 118, 121(4), 130, 132(3)(d), 132(4), 135 and 157 of the PPSA; and
iii) Shepp Hire and Hirer agree to contract out of sections 95, 96, 121(4), 125, 130, 132(3)(d), 132(4), 135, 142 and 143 of the PPSA and nothing in those provisions will apply to this Agreement.
d) The security interest arising under this clause attaches to the Equipment when it is collected from or dispatched from Shepp Hire premises and not at any later time.
e) Shepp Hire shall be free to allocate sums received from the Hirer in any manner Shepp Hire determines, including in any manner required to preserve any Purchase Money Security Interest or any other security interest it has arising by virtue of supply of goods to the Hirer.
20. Indemnity and liability
a) Subject to clause 20.c), and except as expressly provided for in this Agreement, all guarantees, terms, conditions, warranties, undertakings, inducements or representations whether express or implied, statutory or otherwise, relating to this Agreement or its subject matter are excluded to the maximum extent permitted by law.
b) Nothing in this Agreement excludes, restricts or modifies any right or remedy, or any guarantee, term, condition, warranty, undertaking, inducements or representation, implied or imposed by any legislation which cannot lawfully be excluded or limited.
c) Where Shepp Hire is not able to exclude a guarantee, term, condition, warranty, undertaking, inducements or representation imposed by legislation in relation to this Agreement (Non-Excludable Term), and Shepp Hire is able to limit the Hirer’s remedy for a breach of such a Non-Excludable Term, then Shepp Hire liability for breach of the Non-Excludable Term is limited to, at its election:
i) In the case of goods, the repair or replacement of the goods or the supply of substitute goods (or the cost of doing so); or
ii) In the case of services, the supplying of the services again, or the payment of the cost of having the services supplied again.
d) Subject to Shepp Hire’s obligations under any Non-Excludable Terms and to the maximum extent permitted by law, Shepp Hire’s maximum aggregate liability for all claims under this Agreement or its subject matter, whether in contract, tort, in equity, under statute or under an indemnity, is limited to an amount equal to the fees paid by the Hirer under this Agreement.
e) Subject to the preceding paragraphs, Shepp Hire will not be liable to the Hirer for any consequential, indirect or special loss or damage, loss of actual or anticipated profits or revenue, loss of business, business interruption, wasted costs the Hirer has incurred or amounts that are payable to the Hirer’s customers for any loss suffered by third parties under or relating to this Agreement or its subject matter, whether in contract, tort, in equity, under statute or under an indemnity, whether or not such loss of damage was foreseeable and even if advised of the possibility of the loss or damage.
f) The Hirer is liable for and indemnifies Shepp Hire against all liability, claims, damage, loss, costs and expenses (including, without limitation, legal fees, costs and disbursements on a full indemnity basis, whether incurred by or awarded against Shepp Hire and any environmental loss, cost, damage or expense) in respect of:
i) Personal injury;
ii) Damage to property; or
iii) A claim by a third party,
in respect of the Hirer’s hire or use of the Equipment or the Hirer’s breach of this Agreement. The Hirer’s liability under this indemnity is diminished to the extent that Shepp Hire’s breach of this Agreement or Shepp Hire’s negligence causes the liability, claim, damages, loss, cost or expenses.
g) Each indemnity in this Agreement is a continuing obligation separate and independent from the other obligations of the parties and survives termination, completion and expiration of this hire Agreement. It is not necessary for a party to incur expense or make any payment before enforcing a right of indemnity conferred by this Agreement.
21. Chain of responsibility
a) The Hirer must:
i) comply with all Chain of Responsibility legislation and must ensure that any activity relating to the Equipment (including scheduling, load restraint and Transport Movement) is undertaken in accordance with the Hirer’s Chain of Responsibility obligations; and
ii) Ensure that any of the Hirer’s subcontractors are contractually bound by similar Chain of Responsibility obligations to those set out in this clause.
b) The Hirer must allow Shepp Hire to audit the Hirer’s Chain of Responsibility documents, procedures, policies and records to ensure that the Hirer has proper procedures in place to manage the Hirer’s Chain of Responsibility obligations.
22. Miscellaneous
a) This Agreement contains the entire Agreement between the parties with respect to its subject matter and sets out the only matters relied upon by the parties and supersedes all earlier conduct and prior agreements and understandings between the parties in connection with its subject matter.
b) If any part of this Agreement is or becomes void or unenforceable for any reason, then that part will be severed with the intent that all of the remaining parts will continue to be full force and effect and be unaffected by the severance of any other parts.
c) Any failure or delay by Shepp Hire to exercise a power or right does not operate as a waiver of that power or right. The exercise of a power or right does not preclude either its exercise in the future of the exercise of any other power or right. A waiver is not effective unless it is in writing.
d) Shepp Hire may assign this Agreement to any third party without the Hirer’s consent.
e) This Agreement is governed by the laws of Victoria.