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Terms and Conditions

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TERMS & CONDITIONS OF TRADE

THE BOX BRAND

ABN 21 601 840 331

  1. DEFINITIONS AND INTERPRETATION

  1. Definitions

The Box Brand means The Box Brand Pty Ltd (ABN 21 601 840 331).

Asset Register means the written document provided by The Box Brand to the Customer marked “Asset Register”.

Clause means clause of this Terms and Conditions of Trade.

Creates means the product of any labour, drawings or any other work by The Box Brand on a Customer’s matter, including without limitation any modifications, concept drawings and designs.  

Chocks means modified blocks of hard wood used for the bottom corners of container Units.

Customer means the person set out in the Invoice to whom The Box Brand is to supply Goods and any officer, employee, partner or agent ostensibly authorised by the Customer.  

Date of Invoice means the date expressly stated in writing on the Invoice provided by The Box Brand to the Customer.

Due Date is seven (7) days after the Date of Invoice.

Effective Date means the date which the Goods have been delivered to the Specified Depot or other location which the parties have mutually agreed upon.

Equipment includes, but is not limited to: containers, tables and air conditioners.

Goods mean physical goods, rental goods, rental equipment and all other Goods or services that The Box Brand supplies to its Customers.

GST has the meaning set out in section 195-1 of A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Intellectual Property means all forms of patent, copyright, trade mark, trade name, trade secret, know-how, discovery, invention, secret process, design, improvement on procedure, innovation (and any rights to register or claim any type of Intellectual property right), owned by, licensed to, or registered or unregistered in the name of, The Box Brand irrespective of whether created before, on or after the Commencement Date).

Invoice means a written document provided by The Box Brand to the Customer marked “Invoice”.

Non-Rentals means Goods provided by The Box Brand to the Customer, that are not rental Goods.

Party means The Box Brand, the Customer or both, as the context requires.

Specified Depot means the location which The Box Brand has specified to the Customer.  

Term means the period set out in the Invoice from The Box Brand to the Customer.

Terms and Conditions means The Box Brand Terms and Conditions of Trade, The Standard Unit Rental / Lease Agreement, The Short-Term / Activations Agreement and The Equipment Rental / Lease Agreement.  

Trust has the meaning set out in section 5 of the Trusts Act 1973 (Qld).

Trustee has the meaning set out in section 5 of the Trusts Act 1973 (Qld).  

Unit means the container specified by The Box Brand.

Quotation means an expression or document which states the Parties, pricing, Goods and proposed transaction, which is not an Invoice.

  1. Interpretation
  1. The singular includes the plural and vice versa;
  1. Where a word or phrase that is defined in Clause 1.1 appears in another part of this Terms and Conditions of Trade without being capitalised, the definition in Clause 1.1 applies to that word or phrase unless the context requires otherwise; and
  1. Any law or legislation referred to in this Terms and Conditions of Trade includes any regulation or rule made under such law or legislation and any amending or replacement law or legislation.
  1. INTELLECTUAL PROPERTY
  1. Terms and Conditions of Trade

The Box Brand reserves all rights and Intellectual Property in regards to these Terms and Conditions. All content images associated with these Terms and Conditions remain the property of The Box Brand.

  1. The Box Brand Website
  1. The material(s) and content displayed on this website, including but not limited to the information, text, graphics, names, logos, trade marks, design and advertisements (“Content”) are protected by copyright, trade mark and other Intellectual property laws unless expressly indicated otherwise on this website.
  1. Except as permitted under Australian law, the Customer is not permitted to copy, reproduce, republish, distribute, disseminate or display any of the information on The Box Brand’s website.
  1. You must not use this website in any manner or for any purpose which is unlawful or which violates the rights of any owner of any Content. Unless expressly stated otherwise, nothing contained in this website should be construed as a licence or right of use of any Intellectual Property displayed on the website without the express written permission of the owner of the Intellectual Property.
  1. The Box Brand’s website may from time to time contain hyperlinks to other websites. Such links are provided for the convenience of the Customer and The Box Brand takes no responsibility for the Content, maintenance or privacy compliance of any such website(s).
  1. The Box Brand Goods
  1. The Customer agrees that The Box Brand owns the Intellectual Property (including copyright, moral rights, registered and/or unregistered design rights and trade marks) in everything The Box Brand creates, provides or discloses in connection with your matter.
  1. Unless otherwise agreed, what is created may be used by only you for the matter for which it is created. If you provide any information to us, you warrant that our use of it for your matter will not infringe any other party’s Intellectual property rights.
  1. ORDERS
  1. The Box Brand’s Goods are solely for the purpose of sale to entities and/or persons over the age of 18 years old and are capable of entering a legally binding agreement. The Customer warrants that they have the legal right to enter a contract with The Box Brand.
  1. The Box Brand provides no undertaking, express, implied or otherwise, to the availability of any product advertised on its website or other material(s).
  1. An order made by the Customer does not constitute a contract with The Box Brand until the agreement to supply the Goods is expressed in writing.
  1. Any and all amendments, modifications or alterations to an order or in relation to the Goods must be expressed in writing.
  1. The Customer understands and agrees that The Box Brand may use third parties to produce, supply or distribute the Goods.
  1. PRICING
  1. All prices are in Australian Dollars (AUD) and are inclusive of GST and The Box Brand reserves the right to amend its prices at any stage prior to acceptance of an order from the Customer.
  1. Any Quotation provided by The Box Brand to the Customer is an estimate only of the price of supply of Goods to the Customer, and may not include all expenses incurred by The Box Brand incidental to supplying the Goods to the Customer. The actual price for the sale and delivery of the Goods to the Customer may vary from the Quotation.
  1. The actual price for the supply of Goods to the Customer will be the amount stated in the Invoice issued by The Box Brand to the Customer.
  1. The Customer must pay all taxes, duties, and other levies imposed or assessed at any time on or in respect of the Goods and their delivery, whether or not they are included in the Quotation or the Invoice.
  1. GST

If GST has application to any supply made under these Terms and Conditions by The Box Brand to the Customer, The Box Brand may, in addition to the amount payable under these Terms and Conditions, recover from the Customer an additional amount of GST, such amount to be calculated in accordance with A New Tax System (Goods and Services Tax) Act 1999 (Cth).

  1. PAYMENT
  1. Unless otherwise agreed upon by The Box Brand and the Customer, payment for the Goods (excluding Clauses 29, 30 and 31 Rental / Lease agreements) must be made by the Customer to The Box Brand seven (7) days of the Date of Invoice (the “Due Date”).
  1. The Customer must pay The Box Brand interest on the amount charged on the Invoice. Interest will accrue from the Due Date until actual payment of the outstanding balance at the rate of 3.20% compounded daily. In the event the Customer pays the charges for the Goods referred to in the Invoice, before the Due Date, The Box Brand will not charge an interest expense to the Customer.
  1. Clause 6.2 is without prejudice to any and all other rights that The Box Brand may have at law or in equity to recover the payment.  
  1. PAYMENT METHODS

Payment for the Goods must be made by means of cash, bank cheque, of electronic funds transfer (including direct debit) without deduction. The Customer agrees to pay a 2.00% surcharge for processing any payment made by other means, including credit card and EZYPAY for rentals.

  1. DIRECT DEBIT ARRANGEMENTS
  1. Drawing Arrangements
  1. The Customer acknowledges that, by completing the Direct Debit Request Form, moneys due to The Box Brand will be drawn from the Customer’s bank account. The Box Brand will only initiate a drawing when a payment is due from the Customer under these Terms and Conditions.
  1. If the Due Date falls on a non-business day, The Box Brand will draw the amount on the first business day prior to the Due Date, or as agreed in writing by The Box Brand.
  1. The Box Brand reserves the right to cancel the drawing arrangements at any time and to arrange with the Customer an alternative payment method.
  1. Customer’s Rights

Subject to the Customer having arranged a suitable alternative payment method under Clause 8.1.3., the Customer may, by giving written notice to The Box Brand:

  1. Terminate the drawing arrangements;
  1. Stop payment of a drawing; or
  1. Request changes to the amount or frequency of the drawing, provided The Box Brand receives such notice at least five (5) days prior to the Due Date.
  2. The Customer must immediately give notice to The Box Brand if a drawing has been completed incorrectly.
  1. Customer’s Responsibilities
  1. It is the Customer’s responsibilities to ensure that:
  1. Sufficient funds are available in the Customer’s bank account to meet a drawing by The Box Brand on the Due Date;
  1. The Box Brand is advised if the bank account is transferred or closed; and
  1. A suitable alternative payment method is arranged if the drawing arrangements are cancelled either by the Customer, the financial institution where the Customer’s bank account is held or The Box Brand.   
  1. PAYMENT FOR COLD SHELL CONTAINERS

Full payment and confirmation of cleared funds is required before dispatch of the Goods.

 

  1. PAYMENT FOR MODIFICATIONS

Payments for Modifications are as follows:

  1. At the time of the order, a deposit of 50.00% of the total cost is required.
  1. Upon commencement of fabrication, an Invoice will be issued and 25.00% of the total cost will be payable seven (7) days from the Date of Invoice.
  1. Upon dispatch, an Invoice will be issued and the remaining 25.00% of the total cost will be payable seven (7) days from the Date of Invoice.
  1. These payment obligations are satisfied only when the funds have cleared.
  1. Invoices exclude all allowances for site preparation, sub-bases and foundations, transportation, site connections, all approvals, power, hydraulics, site service and access, shades and awnings (unless specified).
  1. DRAWING AND CONSULTING FEES - INCLUDING DESIGN CO-ORDINATION AND MEETINGS

The following fees will be credited from the final agreed price between The Box Brand and the Customer:

  1. Standard charges for 3D Concept Drawings are charged at $330.00 per hour excluding GST, unless otherwise specified in the Invoice.
  1. Directors consulting fees to attend off-site design or co-ordination meetings are charged at $175.00 per hour excluding GST, unless otherwise specified in the Invoice.
  1. Brand manager fees to attend off-site design or co-ordination meetings are charged at $95.00 per hour excluding GST.
  1. Standard labour rates to attend off-site are charged at $85.00 per hour excluding GST.
  1. DEFAULT
  1. Event of Default

An event of default occurs if (‘event of default’):

  1. The Customer fails to pay by the Due Date any amount owing to The Box Brand;
  1. A direct debit request is made by The Box Brand pursuant to Clause 8 in respect to the Customer’s nominated account fails;  
  1. The Customer provides a cheque to The Box Brand which is dishonoured;
  1. If the Customer is not “solvent” (within the meaning of the Corporations Act 2001 (Cth)) or otherwise cannot pay its debt as and when they fall due;
  1. A trustee in bankruptcy, liquidator, provisional liquidator, voluntary administrator, receiver or controller is appointed in respect of the Customer;
  1. If any person takes any step towards the appointment of an administrator or a liquidator to the Customer or the appointment of a receiver or a receiver and manager over any or all of the assets of the Customer;
  1. If the Customer suspends payment of its debts generally;
  1. The Customer refuses to receive delivery of Goods that the Customer has ordered from The Box Brand;  
  1. If The Box Brand forms the view (reasonably held) that the Customer has made any false, inaccurate or misleading statement having a material effect in relation to an agreement by the Parties for The Box Brand to provide Goods, rental/leased goods or services to the Customer; or
  1. The Customer fails to perform or observe any of its obligations under these Terms and Conditions.
  1. On the Occurrence of an Event of Default:
  1. All moneys owing by the Customer to The Box Brand becomes immediately due and payable;
  1. The Box Brand may withhold delivery of any Goods ordered by the Customer; and
  1. The Customer grants The Box Brand a licence to enter any premises controlled by the Customer for the purpose of taking immediate possession of Goods that The Box Brand has delivered to the Customer but which have not been paid for, and The Box Brand may so take possession of those Goods.
  1. Additionally, should the Customer default on payment of any Invoice, the Customer indemnifies The Box Brand in relation to any recovery action, including without limitation, all solicitors’ fees, commercial agents’ commission, bank fees, freight, insurance, loss of profit and interest.
  1. Consequences of Default

Without limiting the generality of Clause 12.2:

  1. The Customer must pay a minimum of $800.00 to The Box Brand if an event of default occurs and The Box Brand instructs solicitors to send a letter of demand to the Customer. The amount of $800.00 is a genuine pre-estimate of the reasonable minimum cost to The Box Brand of instructing solicitors to send the letter of demand.
  1. The Customer must pay a minimum of $1,500.00 to The Box Brand if an event of default occurs and The Box Brand commences legal proceedings to cover recover monies owed by the Customer to The Box Brand. The amount of $1,500.00 is a genuine pre-estimate of the reasonable minimum cost to The Box Brand of commencing the proceeding;
  1. A dishonour fee of $50.00 for each cheque which is dishonoured, and for each failed direct debit request made by The Box Brand pursuant to Clause 8; and
  1. An account information fee of $15.00 per page for each request for printed account information, documentation or notices (including Invoices and Statements) which have previously been provided to the Customer.
  1. SET OFF
  1. The Box Brand Set Off

If any moneys are owing by The Box Brand to the Customer, The Box Brand may set off those amounts against any moneys owing by the Customer to The Box Brand.

  1. Customer Set Off

The Customer and any Guarantor may not set off any moneys alleged to be owing to The Box Brand to the Customer, against moneys owing by the Customer or the Guarantor to The Box Brand.

  1. TITLE AND RISK
  1. Risk of the Goods

The risk or loss of the Goods passes from The Box Brand to the Customer at the time the Goods are despatched from The Box Brand’s premises.

  1. Title in the Goods

Title in the Goods will pass from the Box Brand to the Customer upon payment by the Customer to The Box Brand of all money owing by the Customer to The Box Brand.

  1. DELIVERY OF THE GOODS
  1. Delivery Means

The Box Brand may make, or arrange to be made, delivery of Goods by such means of delivery as The Box Brand may select.

  1. Delivery Location

Delivery of Goods will be made at such place as The Box Brand and the Customer agree, or failing agreement, at any place at the discretion of The Box Brand upon the Customer’s premises.

  1. THE DELIVERY DATE
  1. Delivery Date is Non-Binding

The Customer acknowledges that the delivery date is non-binding. Any times quoted by The Box Brand for delivery of Goods to the Customer are estimates only, and the Customer agrees that The Box Brand is not liable for any delays in delivery of failure of delivery, whether reasonable or unreasonable. Section 31(2) Sale of Goods Act 1896 (Qld) shall not apply to this Clause.

  1. ACCESS FOR DELIVERY  
  1. Access Requirements

Access must be at least a minimum of three (3) metres wide at point of entry and exit for standard tilt trays. Any other access will be inspected prior and may incur extra charges at the discretion of The Box Brand.  

  1. Delivery Costs

Delivery driver, crane operator or dog-man waiting times are based on 15 minute drop-offs. Additional time incurred due to non-site access, waiting times or hindrances will incur a charge of $230.00 per hour excluding GST, unless otherwise specified.

  1. Traffic Management

Traffic management will be a responsibility of the Customer unless otherwise specified.

  1. ACCEPTANCE OF GOODS

The Customer is deemed to have accepted the Goods when the Goods having been delivered to the Customer and the Customer does not, in the period of three (3) days after delivery of the Goods, notify The Box Brand in writing that the Customer has rejected the Goods and such period shall be considered a reasonable time for the purpose of section 37 Sale of Goods Act 1896 (Qld).

  1. REJECTION OF GOODS
  1. Rejection and Cancellation of Goods

Unless the Customer is entitled to reject Goods ordered by, or delivered to, the Customer under any applicable Act, any order by the Customer for Goods may not be cancelled and any Goods delivered by The Box Brand to the Customer must not be rejected.

  1. The Physical Condition of Rejected Goods

If the Customer is entitled to reject the Goods ordered by, or delivered to, the Customer under any other applicable Act, the rejected Goods must, to The Box Brand’s reasonable satisfaction, be in the condition they were in at the time of delivery of the Goods to the Customer.

  1. FORCE MAJEURE
  1. A Force Majeure Event

The Box Brand will not be responsible for any failure to comply or any delay in complying with any of these Terms and Conditions if the failure or delay is due to a strike, other industrial action, compliance with a government request, a shortage of supply, flood, fire tempest or any other cause beyond the control of The Box Brand (“force majeure event”).

  1. On Occurrence of a Force Majeure Event
  1. Upon the occurrence of a force majeure event, the Party seeking to rely on it shall notify the other Party in writing specifying the said event and the anticipated duration of such event.
  1. In the event that the force majeure event persists or is anticipated to persist for longer than thirty (30) days, the Party receiving the said notice shall be entitled to terminate the agreement to purchase the Goods by notice in writing to the other Party.
  1. In the event of such termination, the Parties shall negotiate in good faith as to the consequences of such termination provided however that the termination of this Agreement pursuant to this Clause shall not affect the respective rights and obligations of the Parties accruing prior to the date of termination.
  1. CANCELLATION
  1. Cancellation or Suspension of an Order
  1. The cancellation or suspension of any order or part of any order by the Customer shall not be binding on The Box Brand unless expressly accepted in writing by a duly authorised officer of The Box Brand.
  1. In the event that Clause 21.1.1 comes into effect, The Box Brand reserves the right to demand and be paid a fair and reasonable price and/or compensation for the storage of Goods, lost opportunity or any other remedy available at law or in equity.
  1. CLAIMS BY THE CUSTOMER REGARDING QUALITY OR QUANTITY

The Box Brand need not consider any claim by the Customer in relation to:

  1. The quality of any Goods unless:
  1. The Customer gives notice to The Box Brand of any claim, specifying facts on which the claim is based, within three (3) business days of the alleged defect coming to the Customer’s attention;
  1. The Customer used its best endeavours to minimize loss and damage arising from the alleged defect; and
  1. The Box Brand is given reasonable opportunity to inspect and test the Goods in respect of which the claim is made.
  1. The quantity of Goods:
  1. The quantity of Goods stated on any delivery docket or Invoice compared with the amount delivered to the Customer, unless the Customer has notified The Box Brand of such discrepancies within three (3) business days of delivery. If the Customer fails to notify The Box Brand within that time, the amount stated to have been delivered will be deemed correct.
  1. LIMITATION OF LIABILITY
  1. Limitation of Liability

To the extent permitted by law, all terms, conditions, warranties or undertakings whether express or implied, statutory or otherwise, oral or written relating in any way to the sale of the Goods or to those terms and conditions, save for those comprised in Part 4 of the Sale of Goods Act 1896 (Qld) but excluding section 31(2), are excluded including, without limitation, any warranties of merchantability or fitness of purpose.

  1. Warranties or Conditions
  1. Where warranties or conditions apply, The Box Brand’s liability for breach is limited to the:
  1. Replacement of the Goods or the supply of equivalent Goods; or
  1. Payment of the cost of replacing the Goods or of acquiring an equivalent product.
  1. INDEMNIFICATION
  1. Full Indemnity
  1. The Customer must indemnify The Box Brand on a full indemnity basis including legal costs and outlays against:
  1. All claims for which The Box Brand may become liable or responsible whether during or after the term as a result, either directly or indirectly in respect of, or arising from any breach of these Terms and Conditions by the Customer including, but not limited to, a breach in respect of which The Box Brand has exercised the right to terminate an agreement between The Box Brand and the Customer;
  1. Without limiting Clause 24.1.2, any breach of any conditions or warranty given by the Customer, expressly, by implication or by operation of any statute on relation to these Terms and Conditions;
  1. Loss, damage, injury from any cause to property (including Intellectual Property) or persons caused, or contributed to by, any act or omission of the Customer (whether negligent or otherwise);
  1. Any personal injury or death sustained by any person by act or omission of the Customer.
  1. The indemnities in this Clause 24 extend to the acts and omissions of any other person claiming through or under the Customer.
  1. CUSTOMERS WHICH ARE TRUSTS OR TRUSTEES

Where the Customer is a Trust or a Trustee, the Customer must disclose in writing to The Box Brand, the name of the Trustee.

  1. GOVERNING LAW

For all matters relating to or incidental to these Terms and Conditions, the Parties:

  1. Irrevocably and unconditionally submit to the non-exclusive jurisdiction to the courts of Queensland, Australia; and
  1. Waive any right to object to any proceedings being heard by a court of Queensland, Australia.
  1. SEVERABILITY

If a provision in these Terms and Conditions is wholly or partly void, illegal or unenforceable in any relevant jurisdiction, that provision or part must, to that extent, be treated as deleted from these Terms and Conditions for the purposes of that jurisdiction. This does not affect the validity or enforceability of the remainder of the provision or any other provision of these Terms and Conditions.

  1. VARIATION

The Box Brand reserves the right to vary these Terms and Conditions at any time, at its sole discretion, without notice.

RENTAL / LEASE TERMS AND CONDITIONS

These Rental / Lease Terms and Conditions (which include: Standard Unit Lease / Rental Agreement, Short-Term / Activations Agreement and Equipment Rental / Lease Agreement) are an extension of The Box Brand’s Terms and Conditions of Trade. Any Customer who is a Lessee will be bound by the Rental / Lease Terms and Conditions and the Terms and Conditions of Trade. In an event of any inconsistency between the Rental / Lease Terms and Conditions and the Terms and Conditions of Trade in any Rental or Lease Agreement between the Customer and The Box Brand, the Rental / Lease Terms and Conditions will prevail.

  1. STANDARD UNIT RENTAL / LEASE AGREEMENT
  1. Standard Rental / Lease Agreement Term         

All Standard Rental / Lease Agreements (this “Agreement”) must be for a minimum of twelve (12) months, unless otherwise agreed and referenced in the Quotation or Invoice.

  1. Rental Security Deposit Payments
  1. The Customer (Lessee) must pay to The Box Brand (Lessor) a rental security deposit:
  1. Equalling the total of three (3) months of rent as stated in the Invoice;
  1. Only via EZYPAY Direct Debit or the entire rental cost is to be paid in advance; and
  1. Monthly invoicing and administration fee of $75.00 per hour excluding GST.
  1. Rental Security Deposit Release and Deductions
  1. The rental security deposit will be released fourteen (14) days after inspections and assessment of the Unit(s) have been completed by the Lessor.
  1. Damages to the returned Unit(s) will be assessed and rectification costs may be deducted from the rental security deposit unless otherwise specified.
  1. Monthly Payments
  1. The Lessee must pay:
  1. A first monthly payment at the time of entering into this Agreement;
  1. Thereafter, each subsequent payment must be made monthly in advance.  
  1. Unless otherwise agreed upon by the Lessee and the Lessor, payment of each Invoice issued to the Lessee by the Lessor in respect of Rental Equipment or any other amount due under this Agreement is due immediately.
  1. The Lessee must pay the Lessor interest on the amount charged on the Invoice. Interest will accrue from the Due Date until actual payment of the outstanding balance at the rate of 3.20% compounded daily. In the event the Lessee pays the rental cost referred to in the Invoice, before the Due Date, The Lessor will not charge an interest expense to the Lessee.
  1. Clause 29.4.5 is without prejudice to any and all other rights that the Lessor may have at law or in equity to recover the payment.
  1. Delivery and Charges
  1. The Lessee must pay all delivery and returns charges up front.
  1. Rental Units are only released upon the receipt of:
  1. A signed lease and acknowledgement of these Terms and Conditions and
  1. The signed EZYPAY Agreement and the funds for the rental security deposit have been cleared.
  1. Access for Delivery
  1. Access must be at least a minimum of three (3) metres wide at point of entry and exit for standard tilt trays. Any other access will be inspected prior and may incur extra charges at the discretion of The Box Brand.  
  1. Delivery driver, crane operator or dog-man waiting times are based on 15 minute drop-offs. Additional time incurred due to non-site access, waiting times or hindrances will incur a charge of $230.00 per hour excluding GST, unless otherwise specified.
  1. Traffic management will be a responsibility of the Customer unless otherwise specified.
  1. Purchase Option

If the Lessee and the Lessor have an agreement for the Lessee to purchase the Unit(s) at the end of the rental term, the price of purchasing the Unit(s) will be stated in a Quotation or Invoice.

  1. Payment Method - Direct Debit
  1. All Standard Rental / Lease Agreement payments must be paid by way of direct debit.
  1. The Lessee must complete a direct debit request form before entering into this Agreement.
  1. Once this Agreement has been entered into by the Lessee, the Lessor will have an ongoing authority to direct debit the Lessee’s nominated account that shall be deemed to be valid and not be capable of being cancelled by the Lessee until thirty (30) days after the date of expiry of this Lease Agreement (or upon mutual agreement of the Lessor and Lessee).
  1. Clause 8, Direct Debit Arrangements will apply.
  1. At Expiration of the Standard Rental / Lease Agreement
  1. The Lessor may charge returned cleaning charges from $65.00 per hour excluding GST and deducted from the rental security deposit, unless otherwise specified.
  1. Damages to the returned Unit(s) will be assessed and rectification costs will be deducted from the rental security deposit unless otherwise specified.
  1. SHORT-TERM UNIT RENTALS / ACTIVATIONS AGREEMENT
  1. Short-Term Rentals and Activations Term

Short-term Rentals and Activations must be a minimum of seven (7) days, unless otherwise agreed and referenced in the Quotation or Invoice.

  1. Rental Security Deposit
  1. The Customer (Lessee) must pay to The Box Brand (Lessor) a rental security deposit in advance equalling the total of seven (7) days of rent as stated in the Invoice.
  1. The rental security deposit will be released fourteen (14) days after inspections and assessment of the Unit(s) have been completed by the Lessor.
  1. Damages to the returned Unit(s) will be assessed and rectification costs may be deducted from the rental security deposit unless otherwise specified.
  1. Initial Full Payment
  1. Rent is to be paid in full prior to dispatch including all delivery and return charges.
  1. The Lessee must pay the Lessor interest on the amount charged on the Invoice. Interest will accrue from the Due Date until actual payment of the outstanding balance at the rate of 3.20% compounded daily. In the event the Lessee pays the rental cost referred to in the Invoice, before the Due Date, the Lessor will not charge interest to the Lessee.
  1. Clause 30.3.2 is without prejudice to any and all other rights that the Lessor may have at law or in equity to recover the payment.
  1. Delivery and Charges
  1. The Lessee must pay all delivery and returns charges up front.
  1. Rental units are only released upon the receipt of:
  1. A signed lease and acknowledgement of these Terms and Conditions; and  
  1. The signed EZYPAY Agreement and the funds for the rental security deposit have been cleared.
  1. Access for Delivery
  1. Access must be at least a minimum of three (3) metres wide at point of entry and exit for standard tilt trays. Any other access will be inspected prior and may incur extra charges at the discretion of The Box Brand.
  1. Delivery driver, crane operator or dog-man waiting times are based on 15 minute drop-offs. Additional time incurred due to non-site access, waiting times or hindrances will incur a charge of $230.00 per hour excluding GST, unless otherwise specified.
  1. Traffic management will be a responsibility of the Customer unless otherwise specified.
  1. At Expiration of the Rental / Activations Agreement
  1. The Lessor may charge returned cleaning charges from $65.00 per hour excluding GST and deducted from the rental security deposit, unless otherwise specified.
  1. Damages to the returned Unit(s) will be assessed and rectification costs will be deducted from the rental security deposit unless otherwise specified.
  1. EQUIPMENT RENTAL / LEASE AGREEMENT

These Rental / Lease Terms and Conditions (which include: Standard Unit Lease / Rental Agreement, Short-Term / Activations Agreement and Equipment Rental/ Lease Agreement) are an extension of The Box Brand’s Terms and Conditions of Trade. Any Customer who is a Lessee will be bound by the Rental / Lease Terms and Conditions and the Terms and Conditions of Trade. In an event of any inconsistency between the Rental / Lease Terms and Conditions and the Terms and Conditions of Trade in any Rental or Lease Agreement between the Customer and The Box Brand, the Rental / Lease Terms and Conditions will prevail.

  1. Equipment Rental / Lease Term

The Equipment Rental / Lease term that is agreed upon will be stated in the Quotation or Invoice.

  1. Payment for Equipment Rental / Lease
  1. The Customer (‘Lessee’) must pay to The Box Brand (‘Lessor’):
  1. Each Invoiced total or any other amount due under the Equipment Rental Agreement (this “Agreement”) immediately;  
  1. Such charges are to be paid in respect of the Equipment delivered to the Lessee hereunder and the first of such monthly payments shall be paid at the time of entering into this Agreement and before the effective date and thereafter, payments shall be made monthly in advance.
  1. Payment Method - Direct Debit
  1. All Equipment Rental / Lease Agreement payments must be paid by way of direct debit.
  1. The Lessee must complete a direct debit request form before entering into this Agreement.
  1. Once this Agreement has been entered into by the Lessee, the Lessor will have an ongoing authority to direct debit the Lessee’s nominated account that shall be deemed to be valid and not be capable of being cancelled by the Lessee until thirty (30) days after the date of expiry of this Agreement (or upon mutual agreement of the Lessor and Lessee).
  1. Clause 8, Direct Debit Arrangements will apply.
  1. Delivery and Charges

The Lessee must pay:

  1. All delivery and returns charges up front; and all costs associated with the pick-up and delivery of the rental Equipment, including without limitation: lift-on or lift-off costs, cartage and freight costs and all other related depot costs.  
  1. The rental Equipment shall be delivered to the Lessee at the Lessor’s Specified Depot.

It is the Lessee’s sole and total responsibility to:

  1. Pick up the rental Equipment from the Lessor’s Specified Depot; and
  1. Return the rental Equipment to the Lessor’s Specified Depot at the date of expiry of this Agreement.
  1. Upon delivery of the rental Equipment, the Lessee’s authorised agent shall sign and return the Asset Register evidencing the condition of the rental Equipment upon delivery. Unless otherwise agreed, the driver of the vehicle instructed by the Lessee to collect the rental Equipment shall be deemed to be the Lessee’s authorised agent.
  1. Upon the signing of the Asset Register by the Lessee or the Lessee’s authorised agent, the signing will constitute conclusive evidence that the Lessee has inspected the rental Equipment and found it to be complete, in good working order and condition and in compliance with this Agreement.
  1. The failure by the Lessee or its authorised agents to note any damage, defect, deterioration of the rental Equipment to the Lessor, shall not relieve the Lessee of any obligations or liability under this Agreement, including repair, damage or loss liability to the person, the rental Equipment or property of others.
  1. Acceptance of Rental Goods or Equipment
  1. The Lessee is deemed to have accepted the rental Equipment (“Equipment”) when the Equipment having been delivered to the Lessee and the Lessee does not, in the period of one (1) day after delivery of the Equipment:
  1. Notify the Lessor in writing that the Lessee has rejected the Equipment and such period shall be considered a reasonable time; and
  1. Return the Equipment to the Lessor’s Specified Depot from which it was delivered.
  1. Rejection of Rental Goods and Equipment
  1. Unless the Lessee is entitled to reject rental Equipment (“Equipment”) ordered by, or delivered to, the Lessee under any applicable Act, any order by the Lessee for the Equipment may not be cancelled and any Equipment delivered by the Lessor to the Lessee must not be rejected.
  1. If the Lessor or the Lessor’s authorised agent determines that the Equipment was not to the Lessor’s “cargo worthy” Equipment standard at the time of delivery, then the Lessee shall be given an equivalent “cargo worthy” Equipment by way of replacement and shall be reimbursed the reasonable costs (not exceeding an amount of $200.00 in any circumstance and only upon the Lessee presenting the Lessor with valid receipts of such costs) of transport to and from the Lessor’s Specified Depot and the Lessor’s depot handling costs providing that the Equipment have not been used for the carriage of goods.
  1. If the Lessee is entitled to reject the Equipment ordered by, or delivered to, the Lessee under any other applicable Act, the rejected Equipment must, to the Lessor’s reasonable satisfaction, be in the condition they were in at the time of delivery of the Equipment to the Lessee.
  1. Lessee Compliance and Location

The Lessee agrees:

  1. To provide in writing to the Lessor, at all material times during the term of the Agreement, the location of the rental Equipment (“Equipment”).
  1. The Equipment shall not be removed from Queensland, Australia at any time, without consent of The Box Brand.
  1. If the Lessee wishes or is required to move the Equipment at any time during the term of the Agreement, it shall prior to moving the Equipment, notify the Lessor in writing. The written notice shall contain the location where the Equipment is to be re-located to.
  2. The Lessor may object to the Equipment being re-located to any location in its sole discretion and upon which the Lessee must ensure that it locates the Equipment to a location which the Lessor consents to.
  1. At any place the Equipment is located, the Lessee agrees that at all times during the Agreement and any other period in which the Lessee has possession of the Equipment thereafter until such Equipment is returned to the Lessor, the Lessee will have the Equipment stored on top of Chocks such that the Equipment is kept off the ground at all times.

If the Lessee does not comply with Clause 31.7.1 – 31.7.5:  

  1. The Lessee will be deemed to be in default of this Agreement and Clause 12 shall apply.
  1. In addition to the rights of The Box Brand / Lessor in Clause 12 of these Terms and Conditions of Trade, such non-compliance shall be deemed to constitute theft and the Lessee shall be liable for criminal charges against them.
  1. Return of Equipment
  1. Upon the date of expiry of the Agreement, the Lessee shall return the Equipment to the Lessor at the Lessor’s Specified Depot or as otherwise directed by the Lessor, or at such other places as may be mutually agreed upon, at the Lessee’s expense.
  1. The Lessee shall return the Equipment in good and serviceable operating condition and in the same condition as when delivered by the Lessor to the Lessee on the Effective Date. The executed Lessor’s Asset Register shall be evidence of the condition of the Equipment on the Effective Date. Excessive rusting shall not be deemed normal wear.
  1. Any Equipment returned to the Lessee in a damaged or altered condition (normal wear excepted) shall remain on hire to the Lessee and the Equipment Rental shall continue to be due from the date of return (plus default interest thereon in accordance with Clause 31.8.7) until the Equipment is restored to a serviceable and good operating condition in accordance with Clause 31.8.2 by the Lessee at its sole expense.
  1. Upon the return of the Equipment to the Lessor’s Specified Depot, the Lessor’s authorized agent may inform the Lessee of all such damage and give the Lessee the opportunity to inspect the damage and agree to pay the cost of repairs.
  1. If the Lessee’s authorized agent does not, within five (5) days of the date of notification of the damage from the Lessor, inspect the Equipment and approve the cost of repairs, then such approval shall be deemed to have been given and the Lessor shall proceed to restore the Equipment to serviceable and good operating condition and shall invoice the cost of the repairs to the Lessee who shall promptly pay all such costs as a debt due.
  1. If the Lessor, in its absolute discretion, considers that the cost of repairing the Equipment and returning it to a serviceable and good operating condition not feasible, then the Equipment shall be deemed to be damaged beyond economic repair and the Lessee will be liable to pay the replacement value of the Equipment as calculated by the Asset Register attached hereto.
  1. For any Equipment not returned to the Lessor’s Specified Depot, the Lessee irrevocably agrees to pay a location fee of $300.00 and an administration fee of $77.00. For any Equipment not returned by the Date of Expiry, the Equipment Rental will continue to be charged plus default interest of 20.00% per annum from the Date of Expiry to the Lessee until such Equipment has been returned to the Lessor’s Specified Depot.
  1. The Lessee irrevocably authorizes the Lessor to deduct the Equipment Rental plus any default interest charged thereon from their bank account through the direct debit facility set up and referred to in Clause 31.3.
  1. Replacement Values
  1. The replacement value of the Equipment damaged beyond economic repair, lost or destroyed shall be calculated as per the Asset Register attached hereto.
  1. If the Lessee fails to return the Equipment on the Date of Expiry and the Lessor has not   granted any extension of time to the Lessee, then after thirty (30) days-notice to the Lessee (or within five (5) days following any termination pursuant to this Agreement) the Lessor may treat such Equipment as lost and the Lessee shall pay to the Lessor the replacement value thereof as per the Asset Register attached hereto.
  1. Maintenance, Damage, Loss and Destruction of Equipment
  1. Except as otherwise provided herein, the Lessee at its own expense shall maintain the Equipment in good condition and repair and in working order and make all necessary replacements of components and parts and pay for such things including (but not limited to)  the following:
  1. Costs incurred and resulting from the Equipment coming into contact with any bridge or other obstructions where the height of the said bridge or other obstruction is insufficient to permit the clear passage of the Equipment;
  1. Costs incurred and resulting from the overturning of the Equipment; or
  1. Costs incurred in replacing missing parts of the Equipment, during the term of the Agreement.
  1. The Lessee agrees to use parts and workmanship equal to the original condition of the Equipment.
  1. The Lessee shall be liable for all damage to and loss of any Equipment until the Equipment is returned to the Lessor in serviceable and good operating condition. Such liability shall include but not be limited to damage, or loss attributable to war, strikes, riots, civil commotion, expropriation by any government, floods, fire, disaster, emergency or other force majeure event.
  1. The Lessee shall make no changes or alterations to the Equipment except with the written consent of the Lessor. The colour of identification marks, plates and Equipment service mark on any of the Equipment may not be changed or supplemented in any way without the written approval of the Lessor. The Lessee shall keep such marks, plates and colour in good condition and repair throughout the Term of the Agreement.
  1. This Agreement shall terminate if any of the Equipment which in the sole judgment of the Lessor, is damaged beyond repair, or which are lost or destroyed, as of the day on which the Lessee furnishes proof of such fact to the Lessor, reasonably satisfactory to the Lessor  (including without any limitation physical inspection by the Lessor or its representative or agent if the Lessor so desires) or in the absence of proof by the Lessee that the Equipment is still in good working order and condition within three (3) months of the Lessor requesting such proof from the Lessee in writing and the Lessee not being able to provide such proof.
  1. If this Agreement is terminated pursuant to Clause 31.10.8, then the Lessee shall be immediately liable to pay the Replacement Value in accordance with the Asset Register attached hereto.
  1. The Lessee shall ensure that all such instructions and recommendations in regard to the operation, use and maintenance of the Equipment as are contained in manuals or other documents handed over to the Lessee at the Effective Date, or other instructions or recommendations supplied by the Lessor thereafter or displayed upon the Equipment, are strictly observed.
  1. The Lessee shall notify the Lessor as soon as possible and in any event no later than seven (7) days from the date of any accident or breakdown which may necessitate major renovation or repair work during the Term of Lease or any other period in which the Lessee has possession of the Equipment.
  1. Lessor’s Release
  1. The Lessee shall store items and use the Equipment at the risk of the Lessee.
  1. The Lessor shall not in any circumstances be liable to the Lessee for the loss of or damage to any property of any description of or in the possession of the Lessee and stored in the Equipment provided or any injury sustained by the Lessee or any other person caused by water, heat, fire, electricity, vermin, explosion, collapse, subsidence, faulty machinery or by the entry of water from any source whatsoever into the Equipment or by the operation or non-operation of any fire equipment.
  1. The Lessee hereby releases and discharges the Lessor from all claims and demands of any kind arising from any such loss, damage or injury.
  1. The Equipment is leased as is, and the Lessor warrants only that the Equipment corresponds with the description set forth in this Agreement (or in any further such Agreement which may hereinafter adopt these Terms and Conditions), and that the Lessee shall have quiet possession as against any person claiming under or through the Lessor.
  1. No condition or warranty whatsoever of any kind has been or is given by the Lessor in relation to the Equipment and all conditions and warranties in relation thereto whether expressed or implied whether statutory, collateral hereto or otherwise, whether in relation to the fitness of the Equipment herein for any particular purpose, or to comply with any convention, statute, regulation, order or other provision of law or standard, or whether in relation to merchantability or as to description, state, quality or condition of the Equipment at delivery or at any other time, are hereby excluded and extinguished.
  1. No Warranty for Suitability of Use
  1. The Lessee shall store items and use the Equipment at the risk of the Lessee.
  1. The Lessor shall not in any circumstances be liable to the Lessee for the loss of or damage to any property of any description of or in the possession of the Lessee and stored in the Equipment provided or any injury sustained by the Lessee or any other person caused by water, heat, fire, electricity, vermin, explosion, collapse, subsidence, faulty machinery or by the entry of water from any source whatsoever into the Equipment or by the operation or non-operation of any fire equipment.
  1. The Lessee hereby releases and discharges the Lessor from all claims and demands of any kind arising from any such loss, damage or injury.
  1. The Equipment is leased as is, and the Lessor warrants only that the Equipment corresponds with the description set forth in this Agreement (or in any further such Agreement which may hereinafter adopt these Terms and Conditions), and that the Lessee shall have quiet possession as against any person claiming under or through the Lessor.
  1. No condition or warranty whatsoever of any kind has been or is given by the Lessor in relation to the Equipment and all conditions and warranties in relation thereto whether expressed or implied whether statutory, collateral hereto or otherwise, whether in relation to the fitness of the Equipment herein for any particular purpose, or to comply with any convention, statute, regulation, order or other provision of law or standard, or whether in relation to merchantability or as to description, state, quality or condition of the Equipment at delivery or at any other time, are hereby excluded and extinguished.
  1. Taxes and Other Charges
  1. The Lessee shall pay all taxes, fees, penalties and interest and other liens, charges or encumbrances levied on or in connection with, or arising out of or incidental to the operation, transportation, maintenance, storage, loading, unloading or other use of the possession or ownership of the Equipment until the Equipment is returned to the Lessor.
  1. The Lessee shall pay all charges incurred in ports, depots, storage areas or otherwise arising out of the operation, transportation, maintenance, storage, loading or unloading or other use or the possession of the Equipment. The Lessee shall pay all charges relating to the repair of the Equipment whilst in use in ocean, rail or other carriage irrespective of whether the Lessor shall authorize such repairs.
  1. The Lessee shall promptly file all required tax returns and obtain prior to use of the Equipment any permits, licenses and registration required in connection with any such taxes, charges or other matters.
  1. Retention of Title
  1. The Goods delivered by The Box Brand to the Customer remain the sole and absolute property of The Box Brand as legal and equitable owner of the Goods until all moneys due to The Box Brand under this Agreement have been paid in full.
  1. If any of the Equipment the subject of this Agreement is owned by a third party and sub-leased on by the Lessor to the Lessee, then the Lessor retains the right to possession of such Units, in so far as it is entitled under its arrangement with the particular third party in question.
  1. Service of Process
  1. Any writ or other originating process in respect of any action suit or proceeding shall be deemed duly served if sent by registered post to the Lessee at the Lessee’s address and such notice shall be deemed to have been served seven (7) days after posting.
  1. Notices

Every notice required or permitted to be given by either party shall be in writing and shall be given by facsimile, post, email or by delivery to the other party at its respective address as set out in Item A in this Agreement or as a party may hereinafter from time to time designate in writing by notice to the other party. Notice by mail shall be deemed to be given seven (7) days after postage. Notice by facsimile, email or in person shall be deemed to have been given on the date it is sent or made.

  1. Assignment
  1. The Lessor may grant a security interest in the Agreement of Equipment and may assign all of any of its right, title and interest in the Equipment including all or any portion of the rental charges due or to become due.
  1. The Lessee shall not sell, assign, sub-lease, hypothecate, mortgage or otherwise encumber, nor shall it permit any of the foregoing to occur with respect of any of the Equipment pursuant to this Agreement or any of its rights or interest under the Agreement, by operation of law or otherwise, without the prior written consent of the Lessor in each instance which the Lessor shall have the right to refuse without giving any reason or grant on such terms and conditions as it may in the absolute discretion determine but it shall in any event be a condition of such consent that any successor, assignee or sub-lessee shall be subject to all the provisions of the Agreement. The giving by the Lessor of such consent, or any sale, assignment, sub-lease hypothecation, mortgage or encumbrance effected by the Lessee pursuant to such consent shall not release the Lessee of any of its liabilities or obligations to perform under the terms of this Agreement.
  1. Any such consent obtained once, shall not be deemed to be continuing for the future.
  1. If the Lessor shall consent to any assignment of this Agreement of the Lessee’s right with regard to the Equipment, no such assignment may in any event be effected unless the assignee expressly assumes and agrees to be bound by all the provisions of this Agreement with respect to the Equipment.
  1. Any sale, assignment, sub-lease hypothecation, mortgage or other encumbrance affected in violation of this Clause shall be void.
  1. Authority for Credit History Check
  1. The Lessee irrevocably authorizes the Lessor to conduct a Credit History Check against the Lessee with any authority and obtain information on the Lessee’s credit history.
  1. The Lessor may, in its absolute discretion, based on the information provided from the Credit History Check terminate this Agreement with the Lessee and Clause 8 of this Agreement shall apply.
  1. No Waiver

No waiver of any of the provisions of or consent by the Lessor with respect to this Agreement shall be binding upon the Lessor unless it is in writing. A waiver or consent in one instance shall not be deemed to be a continuing waiver or consent for the future.

  1. Items Stores Inside the Equipment

The Lessor:

  1. Does not and will not be deemed to have any knowledge of any items stored in the equipment;
  1. Is not Bailee of the items stored in the equipment and the Lessee acknowledges that the Lessor is not taking possession of any of these items.

The Lessee:

  1. Will not store items which are irreplaceable such as currency, jewellery, photos, deeds, paintings, works of art or such other items of personal sentimental value in the Equipment.
  1. Acknowledges that items stored inside the Equipment are entirely at the risk of the Lessee and the Lessor accepts no liability for the items whatsoever.
  1. In the event of a default by the Lessee, the Lessor may:
  1. Remove all or any of the items inside the Equipment and store them as the Lessor thinks fit, at the risk and expense of the Lessee;
  1. Give the Lessee seven (7) days written notice to collect the items inside the Equipment or the items will be deemed as abandoned and if the Lessee has not collected the items in exchange for full payment of all moneys owing by the Lessee to the Lessor then the Lessor shall be entitled to consider the items abandoned and sell all or any of the items as the Lessor thinks fit and apply the proceeds to discharge the debt owing by the Lessee to the Lessor and reimburse the Lessor of the costs of sale, without being liable to the Lessee or any other person for any loss or damage caused and any balance moneys are to be returned to the Lessee; or
  1. Remove the items from inside the Equipment and will not be liable to the Lessee for any damage sustained to the items during transit of the Equipment from the place it was stored to the Lessor’s Specified Depot or damage caused from removing the items from the Equipment.
  1. Insurance
  1. The Lessee shall at its own expense, maintain the following minimum amounts of insurance:
  1. All risks physical damages insurance in an amount equal to the replacement value of the Equipment while on land, afloat, in transit or at rest anywhere in the world, including particular average and general average. At the Lessor’s request, such insurance shall be endorsed with a Loss Payable Clause in favour of the Lessor for the Equipment.
  1. Public Liability including Contractual Liability and Property Damages for limits of not less than ten million dollars ($10,000,000.00) each occurrence for bodily injury and property damage. If the Lessor so requests, the Lessee shall name the Lessor as an additional insured under the Lessee’s insurance policy and shall furnish the Lessor with Certificates of Insurance upon demand from the Lessor.

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