Payment Terms and Conditions

1. PPSA

1.1. Defined terms in this clause have the same meaning as given to them in the PPSA.

1.2. We and you acknowledge that this Agreement constitutes a Security Agreement and gives rise to a Purchase Money Security Interest (“PMSI”) in favour of us over the Goods/Services supplied or to be supplied to you, as Grantor, pursuant to this Agreement.

1.3. The Goods/Services supplied or to be supplied under this Agreement fall within the PPSA classification of “Other Goods” acquired by you pursuant to this Agreement.

1.4. We and you acknowledge that we, as the Secured Party, are entitled to register our interest in the Goods/Services supplied or to be supplied you, as Grantor, under this Agreement on the PPSA Register as Collateral.

1.5. You waive your right to receive notification of or a copy of any Verification Statement confirming registration of a Financing Statement or a Financing Change Statement relating to a Security Interest granted by you, as Grantor, to us.

1.6. You agree to indemnify us on demand for all costs and expenses, including legal costs and expenses on a solicitor / client basis, associated with the:

1.6.1. registration or amendment or discharge of any Financing Statement registered by or on our behalf; and

1.6.2. enforcement or attempted enforcement of any Security Interest granted to us by you

1.7. You agree:

1.7.1. that, to the extent permitted at law, nothing in sections 130 to 143 of the PPSA will apply to this Agreement or the Security under this Agreement;

1.7.2. to waive your right to do any of the following under the PPSA:

1.7.2.1 receive notice of removal of an Accession under section 95;

1.7.2.2 receive notice of an intention to seize Collateral under section 123;

1.7.2.3 receive notice of disposal of Collateral under section 130;

1.7.2.4 receive a Statement of Account if there is no disposal under section 130(4);

1.7.2.5 receive notice of retention of Collateral under section 135;

1.7.2.6 redeem the Collateral under section 142;

1.7.2.7 reinstate the Security Agreement under section 143;

1.7.2.8 object to the purchase of the Collateral by the Secured Party under section 129; and

1.7.2.9 receive a Statement of Account under section 132(3)(d) following a disposal showing the amounts paid to other Secured Parties and whether Security Interests held by other Secured Parties have been discharged.

1.7.2.9 receive a Statement of Account under section 132(3)(d) following a disposal showing the amounts paid to other Secured Parties and whether Security Interests held by other Secured Parties have been discharged.

2. Terms for Hire of Equipment

2.1. You acknowledge and agree that:

2.1.1. this Agreement is a “security agreement” under the PPSA;

2.1.2. this clause 2 creates a security interest in the Equipment, and any proceeds from any sale or disposal of the Equipment, as security for your obligations to us;

2.1.3. we are a secured party in relation to the Equipment and any proceeds in respect of any sale or disposal of the Equipment, and we are entitled to register our interest on the relevant register as either (at our discretion) a security interest, and if applicable, a “purchase money security interest”, and you must do all things necessary to assist us in effecting the registration;

2.1.4. you must (at your cost), where we request, take all steps that we consider necessary or desirable to ensure our security interest in the Equipment and the proceeds is enforceable, and to perfect, or better secure our position under this Agreement, or ensure our priority over all other security interests.

2.2. To the extent the law permits, you waive your right to receive any notice (including notice of a verification statement) that is required by the PPSA, including but not limited to notices under sections 157, 95, 118, 121, 130, 132 or 135. However, this does not prevent us from giving a notice under the PPSA.

2.3. To the extent permitted by law, unless we otherwise notify you, sections 95, 96, 121(4), 125, 130, 132(3)(d), 132(4), 142 and 143 of the PPSA will not apply to enforcement of our security interest.

2.4. If there is any inconsistency between our rights under this clause 2 and your rights under Chapter 4 of the PPSA, this clause prevails.

2.5. You must not disclose any information of the kind referred to in section 275 of the PPSA, to the extent permitted under that section.

2.6. Nothing in this clause 2 is intended as an agreement to subordinate a security interest arising under this Agreement and conditions in favour of any person under section 61 of the PPSA.

2.7. In this clause 2 a “security interest” includes any form or lien, encumbrance or a security interest under the PPSA.

2.8. In this clause 2 terms used in this clause but not defined have the same meaning as in the PPSA.

2.9. This clause 2 will survive termination of this Agreement.