General Conditions - … · Bailment Agreement 25931594 v2 National 29 01 18 BOQ Credit Pty Limited ABN 92 080 151 266 General Conditions About this Bailment Agreement This Bailment

Bailment Agreement25931594 v2 National 29 01 18

BOQ Credit Pty Limited ABN 92 080 151 266

General Conditions

About this Bailment Agreement This Bailment Agreement is made up of theLetter of Offer and these General Conditions.They should be read together. You should alsocarefully read any securities.

By signing this Bailment Agreement you aregranting the Financier the security described inclause 24 (in addition to any other securityprovided to the Financier).

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CONTENTS

1. BAILMENT................................................................................................................................. 12. PURCHASE OF EQUIPMENT..................................................................................................13. BAILMENT OF EQUIPMENT....................................................................................................24. TITLE TO THE EQUIPMENT....................................................................................................35. PAYMENT OF BAILMENT FEES AND OTHER FEES AND CHARGES...............................36. SALE OF EQUIPMENT BY THE CUSTOMER........................................................................ 47. TRADE-INS................................................................................................................................48. TEMPORARY FACILITY LIMIT INCREASE............................................................................ 59. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS BY THE CUSTOMER........510. REVIEW OF BAILMENT AGREEMENT AND REPORT OBLIGATIONS...............................811. ACKNOWLEDGMENTS BY CUSTOMER............................................................................... 812. THE CUSTOMER'S OBLIGATIONS AS TO THE EQUIPMENT.............................................913. INSURANCE............................................................................................................................1014. INDEMNITIES..........................................................................................................................1015. DEPOSITS BY CUSTOMER WITH THE FINANCIER.......................................................... 1116. EVENTS OF DEFAULT BY THE CUSTOMER......................................................................1117. THE FINANCIER'S RIGHTS AND THE CUSTOMER'S OBLIGATIONS ON DEFAULT.....1318. GST.......................................................................................................................................... 1319. NOTICES AND COMMUNICATIONS.................................................................................... 1420. INFORMATION........................................................................................................................1421. GENERAL................................................................................................................................1422. TRUSTEE PROVISIONS........................................................................................................ 1623. PERSONAL PROPERTY SECURITIES ACT........................................................................ 1624. SECURITY...............................................................................................................................1725. DEFINITIONS AND INTERPRETATION................................................................................18

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GENERAL CONDITIONS

DATE [date]

PARTIES

BOQ Credit Pty Limited ABN 92 080 151 266 of Level 9, 126 Phillip Street, Sydney NSW 2000

(Financier)

and

Bailee

Address

(Customer)

RECITALS

The Customer is engaged or intends to engage in the business of buying and sellingA.Equipment.

The Financier carries on the business of financing stock in trade for Equipment on bailment.B.

The Customer has requested that the Financier provide to it from time to time goods asC.selected by the Customer and approved by the Financier on bailment on the terms set out inthis Bailment Agreement.

AGREEMENT

BAILMENT1.

The Customer carries on the business of buying and selling Equipment and for that purpose1.1wishes to source Equipment for on sale to the customers of the Customer.

The Customer has requested that the Financier acquire title to such Equipment for the sole1.2purpose of bailing it to the Customer on the terms of this Bailment Agreement.

At the request of the Customer and subject to the Financier agreeing to do so in each case, the1.3Financier may, if required, enter into a distributor agreement which sets out the arrangementsto apply in relation to the sourcing and acquisition of such Equipment for on sale by theCustomer in its business.

PURCHASE OF EQUIPMENT2.

The Customer may during the term of this Bailment Agreement request that the Financier2.1purchase Equipment. If the Financier approves this request, it will take title to the Equipmentand will place the Equipment on bailment with the Customer pursuant to the terms of thisBailment Agreement and the Trust Receipt issued by the Financier.

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Bailment Agreement 2

The Financier may in its absolute discretion refuse any request made under clause 2.1 or may2.2in agreeing to any request impose any conditions it deems appropriate.

Where the Equipment is sourced from a manufacturer, supplier and/or distributor located2.3outside Australia, the Customer is responsible for importing the Equipment into Australia andthe Customer must take possession of the Equipment at the port of landing in Australia clearof any customs requirements.

The Customer takes possession of any Equipment financed by the Financier under this clause2.42 on the terms and conditions set out in this Bailment Agreement, the conditions imposed bythe Financier pursuant to clause 2.2 and the provisions of the Trust Receipt.

Where the Financier agrees to purchase Equipment in accordance with clause 2.1, the2.5Customer will:

be responsible for placing orders for the Equipment, provided that the Customer has(a)received approval from the Financier with respect to such orders;

where the Customer imports the Equipment, instruct the overseas manufacturer,(b)distributor and/or supplier of the Equipment to make all bills of lading (identifying theFinancier as the consignee) and invoices out to the Financier; and

issue a Tax Invoice to the Financier (unless otherwise agreed to by the Financier) and(c)any other information reasonably requested by the Financier.

Nothing in this Bailment Agreement shall constitute the Customer as the agent of the2.6Financier.

BAILMENT OF EQUIPMENT3.

The bailment of an item of Equipment under this Bailment Agreement commences on the3.1Commencement Date.

An item of Equipment is deemed to be delivered and the Customer is deemed to have3.2accepted the item of Equipment on bailment under this Bailment Agreement on theCommencement Date without the need for any act, matter or thing to be done, or condition tobe satisfied.

The Customer acknowledges and agrees that:3.3

the Customer must examine the Equipment specified in the Trust Receipt and confirm(a)that it accords with the description in the Trust Receipt;

unless the Customer advises the Financier of a discrepancy in the Trust Receipt, the(b)Financier will rely on an assumption that the Customer has compared the Equipment tothe Trust Receipt and that the details in the Trust Receipt are correct; and

it is responsible, at its expense, for obtaining possession of the Equipment.(c)

The Customer may hold the Equipment on bailment under the terms of this Bailment3.4Agreement until the earlier of:

an Event of Default occurs; or(a)

the Due In Full Date occurs; or(b)

the Financier takes possession of the Equipment in accordance with this Bailment(c)Agreement.

The Financier may enter the Customer’s Business Address or any Other Location where the3.5Equipment is kept:

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at any time if an Event of Default is subsisting to carry out the Financier’s rights under(a)this Bailment Agreement; or

during normal business trading hours and on giving reasonable notice to inspect and test(b)the Equipment or to find out whether the Customer is complying with this BailmentAgreement.

The Customer must get all necessary consents from the owner or occupier (and any3.6mortgagee) of the Business Address and Other Locations where the Equipment is kept toallow the Financier to inspect and, if the need arises, seize or remove the Equipment.

If an Event of Default is subsisting, the Financier may at any time take possession of the3.7Equipment without notice to the Customer.

TITLE TO THE EQUIPMENT4.

Subject to clause 6.2, title to, property in, and ownership of the Equipment remains in the4.1Financier until the Financier receives from the Customer payment of Bailment Fees togetherwith any amounts stipulated in the Trust Receipt and any other amount payable to theFinancier under this Bailment Agreement relating to the relevant item of Equipment. Uponpayment of those amounts the bailment of the item of Equipment under this BailmentAgreement will be terminated.

The Financier will apply any payments it receives in such manner that it sees fit.4.2

PAYMENT OF BAILMENT FEES AND OTHER FEES AND CHARGES5.

In consideration of the Financier making the Equipment available to the Customer for display5.1or demonstration under the terms of this Bailment Agreement the Customer agrees to payBailment Fees to the Financier. Bailment Fees accrue from day to day from theCommencement Date and are payable monthly in arrears or in such manner as the Financiermay from time to time direct.

Bailment Fees are payable by the Customer free of all deductions and set-off.5.2

In addition to Bailment Fees, the Customer must pay to the Financier:5.3

all state and federal taxes, stamp and other duties, expenses and charges and all goods(a)and services taxes, sales taxes or other imposts that may be payable by or levied againstthe Financier or on the Equipment or in connection with supplies made under thisBailment Agreement;

all Facility Fees, which are payable by the Customer in the manner and at the times the(b)Financier specifies from time to time. The Financier may by giving 30 days’ noticedirectly to the Customer vary (by addition, increase or otherwise) Facility Fees or thetime or manner in which Facility Fees are payable by the Customer or introduce newFacility Fees. Such notice may be in writing (including written notice delivered byelectronic communication such as e-mail), through the Financier’s online dealer portalor such other communication method as the Customer accepts from time to time;

all legal and other advisers, costs, charges and expenses payable under or in connection(c)with this bailment agreement or the Equipment, as specified from the Financier fromtime to time;

any charges for services invoiced directly by a third party to the Customer (as a dealer)(d)in relation to Equipment that the Financier has, at the request of the Customer and in thesole discretion of the Financier, paid on behalf of the Customer. The Customer mustpay such amounts to the Financier immediately upon termination of the bailment inrelation to the specific item of Equipment. The Financier and the Customer

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acknowledge that such charges for the services referred to in this clause do not form anypart of the taxable sale value of Equipment sold to the Customer upon termination of thebailment.

The Customer must not withhold any payment under this Bailment Agreement or make a5.4deduction, including deduction for taxes, (unless required to do so by law) from it for anyreason including because:

any of the Equipment is damaged, does not operate efficiently or at all, does not(a)conform to specifications or is not in its possession; or

it claims to have a set-off, counterclaim, defence or other right against the Financier or(b)any other person.

If the Customer fails to pay any amount under this Bailment Agreement on the due date forpayment, the Customer agrees to pay to the Financier on demand interest on that amount at theDefault Rate.

All payments by the Customer are to be paid direct to a nominated account of the Financier or5.5in such other manner as the Financier may direct from time to time.

SALE OF EQUIPMENT BY THE CUSTOMER6.

The Customer may not during the term of the bailment sell or otherwise dispose of the6.1Equipment except in the ordinary course of business.

Upon the sale of any item of Equipment in accordance with clause 6.1, the Customer shall be6.2deemed to have purchased the item immediately prior to the sale and the amount payablespecified in the Trust Receipt and all other moneys due or to become due under this BailmentAgreement with respect to such Equipment shall become immediately due and payable. TheCustomer shall within one Business Day remit to the Financier or to its order the totalProceeds together with any additional amount necessary to pay amounts due under thisBailment Agreement.

Until receipt by the Financier of the Proceeds from the Customer under clause 6.2, the6.3Customer shall hold the Proceeds in trust for the Financier and the Customer mustimmediately account for those Proceeds to the Financier.

TRADE-INS7.

Where the Customer accepts any equipment (‘Trade-In’) in full or partial satisfaction of the7.1purchase price for any item of Equipment the Customer:

holds the relevant Trade-In on trust for the Financier;(a)

must sell the relevant Trade-In; and(b)

must account immediately for the proceeds of sale of the relevant Trade-In, first to the(c)Financier up to the amount owing under clause 6.2 in respect of the Equipment forwhich the Trade-In was accepted as part payment, and the balance, if any may beretained by the Customer; and

agrees that if an Event of Default is subsisting, the Financier may take possession of the(d)Trade-In as proceeds of the original Equipment and deal with it as absolute owner of theTrade-In.

If the Customer wants to place the Trade-In on bailment under this Bailment Agreement the7.2Customer must offer to sell the Trade-In to the Financier.

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If the Financier elects to purchase any Trade-In the purchase price will be an amount equal to7.3the Fixed Percentage of the lesser of:

the credit given to the customer for the Trade-In; or(a)

the fair trade value as assessed under sub-clause 7.5.(b)

The Financier may, at its election, pay the purchase price by crediting that amount againstamounts owing by the Customer. Customer agrees to issue a Tax Invoice to the Financier forany Trade-In purchased by the Financier from the Customer under this Bailment Agreement.

The Financier may at any time assess the fair trade value of any Trade-In and any such7.4assessment shall be conclusive and binding between the Customer and the Financier. If theFinancier has purchased the Equipment under clause 7.3 and the purchase price paid orcredited by the Financier is greater than Fixed Percentage of the fair trade value subsequentlyassessed by the Financier the Customer must on demand repay to the Financier the amountpaid or allowed in excess of the Fixed Percentage of assessed fair trade value. The Financierwill determine the fair trade value having regard to current market conditions and generallyaccepted valuation practice for equipment of that type and the age and condition of theEquipment.

The Customer must:7.5

ensure that it will receive unencumbered and clear title before acquiring any Trade-In(a)and will provide to the Financier such details as the Financier requires concerning theTrade-In;

not acquire any Trade-In at an amount equal to or higher than the fair trade value.(b)

The Customer indemnifies the Financier against any loss arising because the title to any Trade-7.6In acquired by the Financier is defective or because any claim or allegation is made to thateffect.

TEMPORARY FACILITY LIMIT INCREASE8.

The Financier may agree at its sole discretion to a temporary facility limit increase of the8.1existing Facility Limit for a period of up to 90 days.

If the Financier agrees to a temporary facility limit increase under clause 8.1 the Facility Limit8.2is increased by the amount of that temporary facility limit increase.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS BY THE CUSTOMER9.

The Customer represents and warrants that:9.1

neither the Customer nor, if the Customer is a corporation, any director or other person,(a)breaches any law or any obligation to another person by signing the BailmentAgreement or a Security with the Financier to enter into a transaction or performingobligations under them;

(if the Customer is a corporation), the Customer has been incorporated in accordance(b)with the laws of the place of the Customer’s incorporation and that the Customer validlyexists under those laws;

the Customer has power to carry on the Customer’s business and the Customer is not in(c)breach of any law or obligation;

the Customer has full capacity and power and has obtained all authorisations necessary(d)for the Customer to enter into this Bailment Agreement, to comply with the Customer’sobligations and exercise the Customer’s rights under it, and allow this BailmentAgreement to be enforced;

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the Customer’s obligations under the Bailment Agreement and each Security are valid(e)and binding and enforceable in accordance with their terms;

the Customer benefits by entering into this Bailment Agreement and the transactions(f)contemplated by it;

the Security is in full force and effect;(g)

all declarations made by the Customer to the Financier are true and are not misleading;(h)

the Customer is not aware of any circumstances which may prevent the Customer from(i)repaying money owing to the Financier in accordance with this Bailment Agreement;

there are no reasonable grounds for the Customer or any related entities to suspect that(j)the Customer or they are insolvent or likely to become insolvent;

there is no potential Event of Default which by the giving of notice, lapse of time or(k)both would constitute a default under this Bailment Agreement, any Security or otheragreement;

there is no pending or threatened legal proceeding affecting the Customer or any of the(l)Customer’s assets before a court authority commission or arbitrator except those inwhich a decision against (either alone or together with other decisions) would beinsignificant;

the Customer has disclosed in writing to us all facts relating to the Customer, this(m)Bailment Agreement and all things in connection with them which are material to theassessment of nature and amount of risk undertaken by us in entering into anytransaction relating to this Bailment Agreement doing anything in connection with thisBailment Agreement;

all the information provided to us in connection with this Bailment Agreement and the(n)securities is true and is not misleading;

all financial reports, statements and accounts and all other financial information(o)provided to the Financier was prepared in accordance with the Australian AccountingStandards current at that time (if relevant) and gives a true and fair view of theCustomer’s state of affairs and the results of the Customer’s operations as at the date ofthe account, report or information;

since the date any information was given to the Financier relating to this facility(p)agreement, there has been no change to the Customer’s financial circumstances whichmay have a material adverse effect on the Customer’s ability to meeting the Customer’sobligations under this Bailment Agreement;

the Customer has not withheld any information that might have caused the Financier not(q)to enter into this Bailment Agreement with the Financier;

unless otherwise stated in this Bailment Agreement, the Customer is not entering into(r)the Bailment Agreement as a trustee of any trust or settlement;

, except as expressly stated in this Bailment Agreement, the Customer has not entered(s)into this Bailment Agreement on the basis of any representation or warranties made bythe Financier or any person on the Financier’s behalf.

The Customer also represents and warrants in favour of the Financier that:9.2

it conducts the business of buying and selling Equipment;(a)

it conducts business at its Business Address and it has advised the Financier in writing(b)of all its Other Locations;

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upon purchase of the Equipment, the Financier will have title to and be entitled to the(c)possession of the Equipment free from all encumbrances or any other interests;

the price paid by the Financier for the Equipment represents the fair market wholesale(d)value and is not greater than the price at which the Customer purchased, or could havepurchased, that Equipment itself;

the Equipment complies with or will, at the time the Financier purchases the Equipment(e)pursuant to this Bailment Agreement, comply with all laws that apply to the Equipmentor its use, including any product safety or information standards, or workplace healthand safety legislation;

the Equipment will be obtained by the Customer only for use in its business operations(f)(and not for personal, household or domestic use) and solely for the purpose ofprocuring its sale or exchange to a buyer in the ordinary course of its business;

the Equipment will:(g)

(i) correspond with every description given by the Customer;

(ii) be of merchantable quality; and

(iii) be fit for every purpose for which goods of that type are commonly bought.

The Customer undertakes that:9.3

it holds all licences required by any legislation necessary for its business and it will(a)comply with all applicable statutory requirements to enable it to continue to operate as adealer in the Equipment;

it will comply with all laws in the sale of the Equipment by it to a customer;(b)

it will maintain its business in good financial standing and will take all actions and(c)precautions to ensure its conduct does not give rise to any claim for misrepresentations,breach of contract, failure of consideration or breach of the Competition and ConsumerAct against it or the Financier;

it will notify the Financier immediately of any change in its Business Address, and any(d)additions or discontinuances of Other Locations.

Where the Customer is a franchisee or a person to whom the provision of the Franchising9.4Code of Conduct (the ‘Code’) or such other code or regulation as may be prescribed under theCompetition and Consumer Act applies, the Customer:

represents and warrants to the Financier that:(a)

(i) it has and will at all times comply with its obligations under the Code and anyfranchise agreement relating to the Customer’s business and without limitationthe Equipment to be supplied under this Bailment Agreement; and

(ii) any cooling off period under the Code has expired, and

(iii) it is not, at any time Equipment is supplied under this Bailment Agreement,aware of any circumstance that may give rise to, nor has it received anynotification of, a dispute to which the complaint procedures under the Code mightapply,

undertakes not to do anything in its business that might amount to a breach of the Code;(b)and

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covenants and agrees to indemnify the Financier from and against any losses, claims,(c)costs, demands, liabilities and expenses (including interest and legal cost on a solicitorsand own client basis) however arising which may be suffered, sustained or incurred bythe Financier as a result of or in respect of:

any breach of the representation, warranty and undertaking contained in(i)subparagraphs (a) and (b) of this clause; or

any claim against the Financier pursuant to the Code or the Competition and(ii)Consumer Act based on an alleged breach of (whether by the supplier of theEquipment and/or the Financier), or right arising under or from, the Code.

Each representation, warranty and undertaking given by the Customer to the Financier is made9.5to the Financier on an ongoing basis.

REVIEW OF BAILMENT AGREEMENT AND REPORT OBLIGATIONS10.

The Financier will conduct an annual review of the Bailment Agreement, which will be10.1carried out on or about the Annual Review Date.

In conducting the review, the Customer and each Guarantor agrees to provide such10.2information and documents and do all things that the Financier reasonably require to enablethe Financier to conduct a review of the performance of the Customer under and in connectionwith this Bailment Agreement including, but not limited to, audited and unaudited financialstatements and annual reports, statements of assets and liabilities and such financial or otherinformation relating to the financial condition, business, assets and financial affairs of theCustomer and Guarantor.

After completion of the review a Letter of Offer variation may be issued to the Customer10.3advising of any variation to the Facility and the date any such variation will come into effect.

The determinations made are at the Financier’s sole discretion and are binding on the10.4Customer.

If a Customer does not accept a Letter of Offer variation within the time specified in that10.5variation it will be deemed to have given a notice of termination of this Bailment Agreementunder clause 21.1

Any Letter of Offer variation forms part of the Bailment Agreement.10.6

In addition to conducting the annual review of the Bailment Agreement, the Customer may10.7submit a Request Notice to the Financier from time to time. The Financier may accept orreject the Request Notice at its sole discretion. Upon acceptance of the Request Notice, suchchanges are incorporated into the Bailment Agreement.

ACKNOWLEDGMENTS BY CUSTOMER11.

The Customer acknowledges that:11.1

the Financier has not made any representation, warranty or undertaking about the(a)condition or quality of the Equipment, its suitability or fitness for purpose or its safetyexcept those implied by legislation (to the extent it or other legislation applies andcannot be excluded);

to the full extent permitted by law, the Financier is not liable for any injury to any(b)person or loss or damage to property arising from the possession, operation or use of theEquipment; and

whether or not Competition and Consumer Act or any law to a similar effect applies, the(c)Financier’s liability for anything in relation to the Equipment, its use, or installation,

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including damage or economic loss to anyone, is limited as much as it can be.Whatever happens, the Financier’s liability is limited in the Financier’s discretion toeither:

replacing the Equipment with the same or equivalent Equipment, or paying the(i)cost of such a replacement; or

repairing the Equipment or paying for its repair.(ii)

The Financier will endeavour to obtain for the Customer and its customers and permitted11.2assigns the benefit of any manufacturer or distributor warranties in respect of items ofEquipment.

The Bailment Agreement and the Security provided in support of the Bailment Agreement are11.3cross collateralised with each other and with all other facilities or agreements the Customerhas with the Financier or a related body corporate of the Financier. An Event of Default bythe Customer under the Bailment Agreement or Security or other facilities or agreement withthe Financier or a related body corporate is a default (howsoever described) under allagreements and Security that the Customer has with the Financier or a related body corporateof the Financier.

THE CUSTOMER'S OBLIGATIONS AS TO THE EQUIPMENT12.

The Customer must:12.1

keep the Equipment in brand new condition, provided that:(a)

where, with the written consent of the Financier, the Equipment is used for the(i)purpose of non retail/demonstration/non display purposes the Customer shallensure that the Equipment is maintained in first class condition; and

where the Equipment is used Equipment, the Customer shall keep the Equipment(ii)in the condition it was in at the time the Financier purchased the Equipment andplaced it on bailment with the Customer under this Bailment Agreement;

not operate, use or rent the Equipment or dispose of the Equipment except as provided(b)by this Bailment Agreement;

not cause any alteration or modification to be made to the Equipment which is a(c)departure from standard equipment except as provided in this Bailment Agreement orotherwise as approved in writing by the Financier;

not dispose of, mortgage or otherwise encumber the Equipment, or permit the creation(d)of any charge, pledge, lien (whether statutory, possessory or otherwise) encumbrance orsecurity interest in respect of the Equipment;

comply, at its own expense, with all laws (including those relating to registration and(e)licensing) affecting or concerning the Equipment;

keep the Equipment only at its Business Address or such of its Other Locations as the(f)Financier may approve in writing;

make the Equipment available for inspection by the Financier (or its agent) at any time;(g)

permit the Financier's authorised officers to enter the Customer's Business Address or(h)Other Location or any other premises where the Financier believes the Equipment islocated at any time for the purpose of inspecting and testing the Equipment or takingany other action the Financier considers necessary to protect its title to the Equipmentincluding affixing any identification and plates or marks to the Equipment;

ensure no identification and plates or marks on the Equipment are defaced, sealed or(i)removed without the Financier's prior consent;

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do all things necessary to insure and protect the Financier's ownership of the Equipment;(j)and

co-operate and assist the Financier to the extent required by the Financier in recovery of(k)any Equipment.

From the Commencement Date the Customer bears the risk of loss, confiscation or destruction12.2of or damage to the Equipment.

If during an inspection by the Financier (or its agent) it is discovered that Equipment on12.3bailment has been sold or is not available for inspection, the Customer must immediately paythe Financier the total amount owing for the Equipment.

INSURANCE13.

The Customer must maintain insurance in accordance with the details specified in the Letter of13.1Offer.

The insurance must be provided by a reputable insurer, for the amount specified in the Letter13.2of Offer or any lesser amount as approved by the Financier, and where required must insurethe Financier’s interest as owner of the Equipment and name the Financier as a loss payee.

The Customer must ensure that nothing happens that could permit an insurer to decline a13.3claim or reduce its liability for a claim or prejudice the insurance cover. The Customer mustpay all premiums and provide evidence of such payment to the Financier. The Customer mustensure the insurance is not materially altered without the Financier’s consent.

The Financier is entitled to receive all moneys payable to the Customer by the insurer or by13.4any other person in respect of damage to or loss of the Equipment. If the Financier notifiesthe Customer, the Financier may take over the Customer’s rights to make, pursue or settle aninsurance claim. The Financier may exercise those rights in any manner it chooses and theCustomer must comply with any directions the Financier gives the Customer in connectionwith insurance claims.

The Customer must not, without the Financier’s consent, enforce, conduct, settle or13.5compromise claims under the insurance with respect to the Equipment, whether or not thatinsurance also covers other property.

The Customer irrevocably appoints the Financier and its employees as its attorneys with the13.6power to sue for and recover any claims for loss or damage in relation to the Equipment underany insurance or otherwise, compromise any such claim in the Customer’s name or in thenames of Customer and the Financier, and give effectual releases and receipts in respect ofany such claim.

INDEMNITIES14.

The Customer indemnifies the Financier against:14.1

any loss or damage to the Equipment from whatever cause; and(a)

any depreciation in the value of any item of Equipment; and(b)

any claim against the Financier or Bank of Queensland in relation to either a Letter of(c)Credit or Forward Exchange Contract provided to the Customer to facilitate the deliveryof, or payment for, any Equipment to be bailed by, or intended to be bailed by, theFinancier.

The Customer shall pay to the Financier on demand the amount by which the value of such14.2Equipment on delivery to or taking of possession by the Financier (which value shall be thenet proceeds of sale of the item under clause 17), is less than the price and all other sums paidor payable in respect of the Equipment by the Financier.

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To the full extent permitted by law, the Customer indemnifies the Financier against all actions,14.3claims, losses, damage arising in respect of:

the condition, use and operation of the Equipment including, without limitation, where it(a)does not meet the requirements (if applicable) of the consumer guarantee provision ofthe Competition and Consumer Act;

failure to observe or perform the Customer's obligations under this Bailment(b)Agreement;

the Financier’s title to the Equipment being defective; and(c)

any conduct, condition, warranty, representation or promise made, given, omitted or(d)alleged to be made, given or omitted by the Customer.

The Financier is hereby irrevocably authorised by the Customer to pay on its behalf or in its14.4own right any amount required to release the Equipment from any lien, charge, pledge,encumbrance, forfeiture, security interest or claim and add the amount so paid together withall costs incurred (including legal costs on a full indemnity basis) to the balance owing to theFinancier. The Customer shall pay the amount so added to the Financier without the necessityfor notice or demand.

DEPOSITS BY CUSTOMER WITH THE FINANCIER15.

The Customer agrees to deposit with the Financier such sum or sums of money (‘Security15.1Deposit’) as the Financier may from time to time specify in the Letter of Offer or in a TrustReceipt as security for the performance of the Customer’s obligations under this BailmentAgreement and any other agreement it may have with the Financier (now or in the future).

Any Security Deposit shall (subject to clause 15.3) become the property of the Financier and15.2only become repayable when this Bailment Agreement has been terminated and all liability(present or contingent) on the part of the Customer to the Financier has been satisfied in fulland in the Financier’s reasonable opinion, the Financier is not likely to be required to pay toany trustee in bankruptcy or liquidator any funds paid to the Financier by the Customer or onthe Customer’s account.

The Financier may at any time in its discretion use all or any part of the Security Deposit15.3provided to it to discharge any of the Customer’s obligations to the Financier whether arisingunder this Bailment Agreement or otherwise.

The parties acknowledge that this clause 15 is not intended to create a charge or mortgage15.4over the rights of the Customer to repayment of the Security Deposit.

The rights of the Customer in connection with any Security Deposit under this clause 15 are15.5personal to the Customer and may not be assigned. The Customer may not assign, charge,declare the subject of a trust or otherwise deal with its right to repayment of the SecurityDeposit (including by creating encumbrances or permitting them to exist over any suchrights).

EVENTS OF DEFAULT BY THE CUSTOMER16.

Each of the following is an Event of Default under this Bailment Agreement:16.1

the Customer does not pay on time any amount payable under this Bailment Agreement(a)or any other agreement with the Financier in the manner required; or

distress is levied or a judgment, order or encumbrance is enforced, or becomes(b)enforceable, against any property of the Customer or the Equipment; or

BOQ.0001.0012.2784


the Equipment or any part thereof is seized, forfeited, confiscated or attached or is in the(c)opinion of the Financier in danger of being seized, forfeited, confiscated or attached; or

a representation or warranty made by the Customer under or in connection with this(d)Bailment Agreement is found to have been incorrect or misleading when made; or

the Customer fails to remedy any breach of the Bailment Agreement within the(e)timeframe reasonably required by the Financier; or

the Customer becomes Insolvent; or(f)

the Customer stops payment, ceases to carry on its business or a material part of it, or(g)threatens to do either of those things except to reconstruct or amalgamate while solventon terms approved by the Financier; or

this Bailment Agreement or a Security or transaction in connection with it is or becomes(h)(or is claimed to be) wholly or partly void, voidable or unenforceable or does not have(or is claimed not to have) the priority the Financier intended it to have; or

a person is appointed under legislation to manage any part of the affairs of the(i)Customer; or

there is, in the reasonable opinion of the Financier, a material adverse change in the(j)business, assets or financial condition of the Customer, or material change in theCustomer's shareholding without the prior consent of the Financier or the Customer,being an individual, dies; or

there is a Change of Control of the Customer;(k)

an undertaking given to the Financier or its solicitors by the Customer is breached or not(l)wholly performed within any period specified in the undertaking or, where no period isspecified and the undertaking is not an on-going undertaking, within seven days afterthe date of the undertaking; or

the Customer fails to participate in a review as required under clause 10;(m)

any insurance required under this Bailment Agreement is cancelled or any insurer(n)disclaims liability or the Financier receives notice that any such insurance will becancelled or materially adversely modified and a fresh policy is not in effect before theexpiration of the notice; or

the Customer ceases to be lawfully able to carry on a business as a dealer in Equipment;(o)or

an event of default or any default (howsoever described) occurs under any Security; or(p)

an event of default or any default (howsoever described) occurs under any other(q)agreement the Customer has with the Financier or a related body corporate of theFinancier; or

the Customer is in default of (howsoever described) under any agreement the Customer(r)has with a manufacturer or supplier of Equipment;

where the Customer is party to a franchise agreement with a manufacturer or supplier of(s)Equipment, the franchise agreement has been terminated; or

where the Bailee is party to a Letter of Credit or Forward Exchange Contract with either(t)BOQ Credit or the Bank of Queensland and the Bailee has defaulted under and of itsobligations under these agreements.

THE FINANCIER'S RIGHTS AND THE CUSTOMER'S OBLIGATIONS ON DEFAULT17.Upon the occurrence of an Event of Default:17.1

BOQ.0001.0012.2785


the Financier may terminate this Bailment Agreement immediately and declare any and(a)all amounts owing by the Customer to the Financier, directly or contingently,immediately due and payable without notice or demand; and

the Customer must, upon request by the Financier, assemble all the Equipment held by it(b)and make it available to the Financier at a place designated by the Financier, at theCustomer's expense.

The Financier may seize the Equipment and store, repair, recondition or rebuild the17.2Equipment and may sell any of it or part of it at public auction or private sale, with or withoutnotice to the Customer upon such terms and in such manner as the Financier may determine.The proceeds of any such sale, less all expenses incurred by the Financier in retaking,transporting, storing, repairing or reconditioning or rebuilding or reselling the Equipment, maybe applied to moneys owing under this Bailment Agreement after compliance by the Financierwith any requirements under the PPSA.

The Customer agrees to pay all expenses of the Financier relating to the recovery or attempted17.3recovery of the Equipment (whether such attempt is successful or not) by repossession orotherwise, or any action at law or otherwise for recovery of any amounts owing hereunderincluding in all legal expenses of the Financier upon a solicitor and client own basis.

The Customer waives its rights under the PPSA to receive a notice of disposal or intended17.4disposal of the Equipment.

If Equipment comes into the possession of the Financier through repossession or otherwise,17.5the Financier may at its option retain the Equipment in which case all interest of the Customertherein shall terminate and all payments previously made shall remain the property of theFinancier as liquidated damages and not as penalty.

The Customer expressly waives any action, claim or demand that it may have by reason of any17.6act which the Customer or the Financier or the agent of either may do or leave undone inconnection with the repossession of Equipment and releases and discharges the Financier fromall actions, causes of action, claims and demands of every nature and kind which may arise asa result of any action of the Financier or its agents in connection with the repossession orresale or the condition or use of the Equipment.

GST18.

Any reference to an amount payable or consideration to be provided for a GST Supply to be18.1made by a supplier to a recipient under or in connection with this Bailment Agreement, is areference to that amount or consideration excluding provision for any GST payable on thatsupply (‘GST Exclusive Amount’).

If any GST Supply made by the supplier to the recipient under or in connection with this18.2Bailment Agreement is a Taxable Supply in respect of which GST is payable, theconsideration must be increased by an amount equal to the GST which the supplier is orbecomes liable to pay in respect of that Taxable Supply, so that the supplier retains, afterdeducting the GST, the GST Exclusive Amount.

NOTICES AND COMMUNICATIONS19.

All notices, certificates, consents, approvals, waivers and other communications (‘Notices’) in19.1connection with this Bailment Agreement must be in writing, signed by an authorised officerof the sender and left or sent by prepaid post to the postal address or by email or fax to theemail address or fax number noted in the Letter of Offer.

If the intended recipient has notified a changed postal address or changed email address or fax19.2number, then the Notices must be to that changed address or number.

BOQ.0001.0012.2786


Notices take effect from the time they are received unless a later time is specified in them. If19.3sent by post, Notices are taken to be received 3 Business Days after posting. If sent by emailor fax, Notices taken to be received at the time shown in the transmission report as the timethat the whole email or fax was sent.

INFORMATION20.

The Customer acknowledges and agrees that the Financier and any supplier of Equipment may20.1disclose and exchange information without limitation about the Customer and the Customer’sarrangements with either of them.

The Customer consents to the exchange of information between the supplier and the Financier.

In addition to the provisions of clause 20.1, the Financier may disclose information provided20.2by the Customer:

in connection with any person exercising rights or dealing with rights or obligations(a)under this document (including in connection with preparatory steps such as negotiatingwith any potential assignee or potential participant of the Financier’s rights or otherperson who is considering contracting with the Financier in connection with thisdocument); or

to related entities and related bodies corporate of the Financier, and the officers,(b)employees, legal and other advisers and auditors of the Financier and its related entitiesand related bodies corporate; or

with the Customer’s consent (not to be unreasonably withheld); or(c)

as allowed by any law or stock exchange; or(d)

to any person who gives a guarantee or grants a Security in connection with the payment(e)of any amount owing to the Financier by the Customer.

The Customer consents to disclosures made in accordance with this clause 20.2.

The Customer will keep confidential all information provided by the Financier as part of this20.3Bailment Agreement and in connection with the Bailment Facility provided by the Financierto the Customer and will only disclose such information with the prior consent of theFinancier.

GENERAL21.The Customer may terminate the Bailment Agreement at any time by giving 30 days’ prior21.1written notice to the Financier. Upon termination, the Customer must pay all amounts owingto the Financier in respect of the Bailment Agreement and any Trust Receipt.

The Financier may set off any amount due for payment by the Financier to the Customer21.2against any amount due for payment by the Customer to the Financier under this BailmentAgreement or any other facility or agreement the Customer has with the Financier.

If this Bailment Agreement specifies when the Customer must perform an obligation, the21.3Customer agrees to perform it by the time specified. Time is of the essence in respect of anobligation of the Customer to pay money. The Customer agrees to perform all otherobligations promptly.

Whenever a provision of this Bailment Agreement specifies that the Financier’s consent or21.4approval is required or that the Financier may direct or require the Customer to do or not dosome act or thing, or that Financier will determine whether an event has occurred or notoccurred, the Financier will act reasonably in determining whether or not to give that consentor approval, determining whether that event has occurred or directing the Customer to takesome action or satisfy a requirement of the Financier. Subject to this, the Financier may

BOQ.0001.0012.2787


exercise a right or remedy or give or refuse its consent in any way it considers appropriate,including by imposing conditions unless this document states otherwise.

The Customer agrees to comply with all conditions in any consent or Letter of Offer variation21.5the Financier gives in connection with this Bailment Agreement.

If the Financier does not exercise a right or remedy fully or at a given time, the Financier can21.6still exercise it later.

The rights and remedies of the Financier under this Bailment Agreement are in addition to21.7other rights and remedies given by law independently of this Bailment Agreement.

The indemnities in this Bailment Agreement are continuing obligations, independent of the21.8Customer’s other obligations under this Bailment Agreement and continue after this BailmentAgreement ends. It is not necessary for the Financier to incur expense or make payment beforeenforcing a right of indemnity conferred by this Bailment Agreement.

Unless this Bailment Agreement expressly states otherwise, a provision of this Bailment21.9Agreement, or right created under it, may not be waived or varied except in writing signed bythe party or parties to be bound.

The Customer agrees to do anything the Financier asks (such as obtaining consents, signing21.10and producing documents and getting documents completed and signed) to bind the Customerunder this document.

Under law, a trustee in bankruptcy, liquidator or controller may ask the Financier to refund a21.11payment it has received in connection with this Bailment Agreement or a Security. To theextent the Financier is obliged to, or agrees to, make such a refund the Financier may treat thepayment as if it had not been made. The Financier is then entitled to exercise its rights againstany person under any document as if the payment had never been made. If the Financierrequests, the Customer agrees to do everything necessary to restore to the Financier anySecurity it held immediately before the payment.

If there is an inconsistency between this Bailment Agreement and the conditions imposed by21.12the Financier pursuant to clause 2.2 or the form of Trust Receipt, then the conditions imposedpursuant to clause 2.2 and the Trust Receipt will prevail.

Each word, phrase, sentence, paragraph and clause in this Bailment Agreement is severable,21.13no matter how they are linked. If any word, phrase, sentence, paragraph or clause is defective,unenforceable, void or voidable, they may be varied to the extent a court may think necessaryto remedy that defect, or if necessary severed, and the remaining words will continue to be offull force and effect. To the extent permitted by law, this Bailment Agreement prevails to theextent it is inconsistent with any law.

Any present or future legislation which operates to vary the obligations of the Customer in21.14connection with this document with the result that the Financier’s rights, powers or remediesare adversely affected (including by way of delay or postponement) is excluded except to theextent that its exclusion is prohibited or rendered ineffective by law.

The Customer may not assign its rights or obligations under this Bailment Agreement. The21.15Financier may assign or otherwise deal with its rights under this Bailment Agreement withoutthe consent of any other person, including the Customer, provided such assignment or dealingdoes not in the reasonably opinion of the Financier materially prejudice the Customer’s rightsor obligations under this Bailment Agreement.

This Bailment Agreement may consist of a number of copies, each signed by one or more21.16parties to the agreement. If so, the signed copies are treated as making up one document.

This Bailment Agreement is governed by the laws in force in Queensland and the parties21.17submit to the non-exclusive jurisdiction of the Courts of Queensland.

TRUSTEE PROVISIONS22.

BOQ.0001.0012.2788


If the Customer enters into this Bailment Agreement as trustee of any trust or settlement, the22.1Customer:

enters into this Bailment Agreement in its personal capacity and in its capacity as(a)trustee, and is liable in each of those capacities;

represents and warrants that:(b)

it has the authority and power to enter into this Bailment Agreement as trustee of(i)the trust;

this Bailment Agreement is for the benefit of the trust;(ii)

it is the sole trustee of the trust;(iii)

it is not in breach of the trust; and(iv)

(v) it has the right to be fully indemnified out of the trust assets for obligationsincurred under this Bailment Agreement before the claims of the beneficiaries.

agrees it will not permit (insofar as it is able to do so) without the Financier’s prior(c)written consent:

any re-settlement or distribution of capital of the trust;(i)

any retirement or replacement of the trustee or any appointment of a new trustee(ii)of the trust deed establishing the trust;

any amendment of the trust deed establishing the trust;(iii)

any further encumbrance or charging of any nature of any of the assets of the(iv)trust; or

any breach of the provisions of the trust.(v)

PERSONAL PROPERTY SECURITIES ACT23.

The Customer acknowledges that this Bailment Agreement and applicable Trust Receipt for23.1the Equipment constitutes a security agreement for the purposes of the PPSA and that apurchase money security interest (“PMSI”) exists in and is granted by the Customer to theFinancier for all Equipment (and their proceeds) previously supplied by the Financier to theCustomer (if any) and in all future Equipment (and their proceeds) supplied by the Financierto the Customer.

The Customer will execute documents and do such further acts and things as may be required23.2by the Financier to enable registration of the security interest granted to the Financier underthis Bailment Agreement on the Personal Property Securities Register (“PPS Register”).

The security interest granted by the Customer to the Financier will have priority over all other23.3security interests in the Equipment.

Until ownership of the Equipment passes under clause 4.1 or 6.2 of this Bailment Agreement,23.4the Customer waives its rights under the follow provisions of Part 4 of the PPSA:

to receive a notice of the Financier’s intention to remove an accession;(a)

to receive a notice of enforcement action against liquid assets;(b)

to receive a notice of the proposal by the Financier to dispose of the Equipment by the(c)Financier purchasing the Equipment;

BOQ.0001.0012.2789


to receive a notice to dispose of Equipment;(d)

to receive a statement of account if no disposal of Equipment for each 6 month period;(e)

to receive notice of any proposal of the Financier to retain Equipment;(f)

to object to any proposal of the Financier to either retain or dispose of Equipment;(g)

to redeem the Equipment;(h)

to reinstate the security agreement;(i)

to receive a notice of any verification statement.(j)

The Customer further agrees that where the Financier has enforcement rights in addition to23.5those under Part 4 of the PPSA, those rights will continue to apply.

Until ownership of the Equipment passes in accordance with this Bailment Agreement, the23.6Customer must not give to the Financier a written demand or allow any other person to givethe Financier a written demand requiring the Financier to register a financing changestatement under the PPSA or enter into or allow any other person to enter into the PPSRegister a financing change statement under the PPSA.

The Customer acknowledges that it has received value as at the date of first delivery of the23.7Equipment and has not agreed to postpone the time for attachment of the security interest (asthose terms are defined in the PPSA) granted to the Financier under this Bailment Agreement.

The Customer irrevocably grants to the Financier the right to enter upon the Customer’s23.8property or premises, without notice, and without being in any way liable to the Customer orto any third party, if the Financier has cause to exercise any of the Financier’s rights under thePPSA, and the Customer shall indemnify the Financier from any claims made by any thirdparty as a result of such exercise.

SECURITY24.

As consideration for the provision of the Facility by the Financier to the Customer, the24.1Customer hereby charges in favour of the Financier all the Customer’s real and personalproperty (including all property acquired after entering into this Bailment Agreement) for thepurpose of securing payment to the Financier of moneys owing and compliance with allobligations of the Customer to the Financier under this Bailment Agreement and:

grants to the Financier a legal mortgage of any land now or hereafter held by the(a)Customer such mortgage containing a covenant to the effect that the mortgage securesall moneys owing by the Customer to the Financier under this Bailment Agreement;

acknowledges the mortgage is to be in registrable form and shall incorporate the(b)covenants contained in Memorandum No Q860000 (NSW) or its equivalent in otherstates or territories and contain such other terms as the Financier may require;

authorises the Financier to take all actions necessary to give effect to this security(c)including the lodgement of a caveat upon the title of any such land of the Customer; and

irrevocably appoints the Financier and any person nominated by the Financier severally(d)as attorney of the Customer to execute , sign, seal and deliver such mortgage or otherdocument to give effect to and enforce this security.

BOQ.0001.0012.2790


If the charge created by clause 24.1 is or becomes void or unenforceable, it may be severed24.2from this Bailment Agreement without any effect on its validity and the Customer shall not beexonerated in the whole or in part, nor shall the Financier’s right, remedies or recourse againstthe Customer be in any way prejudiced or adversely affected by such severance.

DEFINITIONS AND INTERPRETATION25.

In this Bailment Agreement unless the context otherwise requires:25.1

Bailment Agreement means the Bailment Agreement between the Financier and theCustomer comprising the Letter of Offer, the General Conditions and any Letter of Offervariation issued from time to time.

Bailment Fees means the amount payable by the Customer to the Financier in respect ofEquipment bailed to the Customer, as specified in the Letter of Offer and Trust Receipt orunder the terms of any other finance program offered to the Customer by the Financier fromtime to time.

Bank of Queensland means Bank of Queensland Limited ABN 32 009 656 740.

Beneficiary in relation to a Letter of Credit, means a person to whom the Letter of Credit is tobe or has been issued.

Business Address means the address(es) from which the Customer conducts its business asshown in the Letter of Offer.

Business Day means a day (not being a Saturday, Sunday or public holiday) on which banksare open for general banking business in Sydney and the state or territory of the address of theCustomer.

Change of Control means a change in the control of the shareholding or partnership ordirectors of the Customer or a change of Trustee of the Customer for which the Customer hasnot received the Financier’s written consent.

Commencement Date means, in respect of any Equipment, the earlier of (i) the date that aTrust Receipt is issued in relation to that Equipment, and (ii) the date that the Financier paysthe purchase price for the Equipment to the supplier of the Equipment.

Competition and Consumer Act means the Competition and Consumer Act 2010 (Cth).

Customer means the Customer described in the Bailment Agreement and includes referencesto “you” and “your”.

Default Rate means the rate specified in the Letter of Offer or if no such rate is specified, arate decided by the Financier from time to time as reasonably reflecting the cost or loss to theFinancier of the Customer’s failure to pay the amount required.

Due In Full Date means the date specified as the ‘Due in Full Date’ in the Trust Receiptissued in respect of any Equipment, or the date otherwise notified by the Financier as the DueIn Full Date.

Equipment means goods of various types including, but not limited to those described in theLetter of Offer which are to be bailed to the Customer under this Bailment Agreement.Equipment includes any replacements of, alteration or addition to, including any parts,accessories, tyres, tools or other goods supplied with or attached to, the Equipment and anyTrade-In purchased by the Financier under clause 7.

Event of Default means any of the events specified in clause 16.

BOQ.0001.0012.2791


Facility means the facility made available by the Financier to the Customer for the bailment ofEquipment on the terms set out in the Bailment Agreement.

Facility Fees means such fees or other charges as the Financier may from time to time notifythe Customer in the Letter of Offer or subsequent notice as being payable by the Customer tothe Financier under this Bailment Agreement.

Financier means BOQ Credit Pty Limited ABN 92 080 151 266 and includes references to“we”, “us” and “our”.

Fixed Percentage means the percentage from time to time fixed by the Financier for thepurpose of clause 7.4.

Forward Exchange Contract means a contract with Bank of Queensland or the Financier forthe exchange of currency with a Value Date which is more than two Business Days from thedate the contract is entered into.

GST means GST as defined in the GST Act.

GST Act means A New Tax System (Goods and Services) Act 1999 (Cth).

GST Supply means “supply” as defined in the GST Act.

Insolvent means insolvent or insolvent under administration (each as defined in theCorporations Act 2001 (Cwlth)), in receivership, in receivership and management, inliquidation, in provisional liquidation, wound up, administration, subject to any arrangement,assignment or composition or protected from any creditors under any statute or dissolved(other than to carry out a reconstruction while solvent), failure to comply with a statutorydemand within the meaning of section 459F(1) of the Corporations Act or otherwise unable topay debts when they fall due; and for an individual, means bankruptcy, any assignment ofproperty, arrangement or composition or the appointment or authorisation of a person to dealwith the Customer’s property under bankruptcy legislation; and in each case, includes, anyfiling, application, appointment, order or resolution made or passed, or any other step or actiontaken by any party, which could result in any of these consequences.

Letter of Credit means a Letter of Credit or stand-by Letter of Credit issued by the Financieror Bank of Queensland to a Beneficiary.

Letter of Offer means the letter of offer from the Financier and accepted by you.

Other Locations means such other locations from which the Customer conducts its business.

PPSA means the Personal Property Securities Act 2009 (Cth).

Proceeds means in relation to a sale of Equipment, any money actually received in relation toa sale of the Equipment by the Customer, and includes money received in the form of adeposit.

Security means the Security described in the Letter of Offer and any present or future securityinterest granted to the Financier for the payment of money or performance of obligations(including a mortgage, charge, lien, pledge, trust, power, guarantee or indemnity) given by theCustomer or any other person to secure or otherwise ensure the payment of any amount owingto the Financier by the Customer.

Request Notice means a request notice (if any) in the form required by the Financier or anyother form as notified to you from time to time.

Security Deposit has the meaning provided in clause 15.1.

BOQ.0001.0012.2792


Taxable Supply means “taxable supply” as defined in the GST Act.

Tax Invoice means a tax invoice as described in the GST Act.

Trade-In has the meaning given to that term in clause 7.

Trust Receipt means the form of Trust Receipt issued by the Financier to the Customer inrespect of each transaction, in a form determined by the Financier from time to time.

Value Date means the date of completion or settlement of the relevant Forward ExchangeContract.

Interpretation25.2

In this Bailment Agreement including the recitals unless the contrary intention appears:

the singular includes the plural and vice versa;(a)

a reference to any one of an individual, corporation, partnership, joint venture, association,(b)authority, trust or government includes (as the context requires) any other of them;

headings are for convenience only and do not affect interpretation;(c)

a reference to any instrument (such as a deed, agreement or document) is to that instrument(d)(or, if required by the context, to a part of it) as amended, novated, substituted orsupplemented at any time and from time to time;

a reference to a party is a reference to a party to this Bailment Agreement and includes that(e)party’s executors, administrators, successors and permitted assigns;

a reference to $ or dollars is a reference to an amount in Australian currency;(f)

a reference to a recital, clause, schedule or annexure is to a recital, clause (including sub-(g)clause, paragraph, sub-paragraph or further subdivision of a clause), schedule or annexureof or to this Bailment Agreement, and a reference to a paragraph is to a paragraph in aschedule;

a reference to any legislation or legislative provision includes any statutory modification or(h)re-enactment of, or substitution for, and any subordinate legislation under, that legislation orlegislative provision;

where an expression is defined, another part of speech or grammatical form of that(i)expression has the corresponding meaning;

words and terms which are capitalised in the Bailment Agreement shall have the meaning(j)given to that word or term in the Bailment Facility Details, the Schedule and GeneralConditions;

including and similar expressions are not and must not be treated as words of limitation;(k)and

related body corporate and related entity have the meaning given to those terms in the(l)Corporations Act 2001 (Cth).

BOQ.0001.0012.2793


Financier Execution

EXECUTED by BOQ Credit Pty LtdABN 92 080 151 266 by its duly constitutedAttorney under Power of Attorney dated 27 October2010:

……………………………………………………Name and Title of Attorney

……………………………………………………Signature of Attorney

Customer Execution

<<Choice 1: Individual Execution Clause>>

SIGNED by <individual’s name <Insert if theindividual is acting as trustee> as trustee for<name of trust> in the presence of:

..........................................................................Signature of witness

Name of witness (block letters)

..........................................................................Signature of <individual’s name>

<<Choice 2: Company Execution Clause – 2 directors / 1 director and 1 secretary>>

EXECUTED by <company name> <Insert ABNor ACN> <Insert if the company is acting astrustee> as trustee for <name of trust> inaccordance with S127 of the Corporations Act2001:

..........................................................................Signature of director

..........................................................................Name of director (block letters)

Signature of director/secretary

..........................................................................Name of director/secretary (block letters)

<<Choice 3: Company Execution Clause – sole director/sole secretary>>

BOQ.0001.0012.2794


EXECUTED by <company name> <Insert ABNor ACN> <Insert if the company is acting astrustee> as trustee for <name of trust> inaccordance with S127 of the Corporations Act2001:

..........................................................................Signature of director

..........................................................................Name of director

who states that they are the sole director andsole company secretary of <company name>

BOQ.0001.0012.2795

Documents

General Conditions - … · Bailment Agreement 25931594 v2 National 29 01 18 BOQ Credit Pty Limited ABN 92 080 151 266 General Conditions About this Bailment Agreement This Bailment