The meaning of words printed like this and of some other common key words is explained at the end of this master operating lease agreement.

Contents

About this master operating lease agreement and each operating lease agreement

The goods

Ownership and interest
Delivery and installation
Re-location
Use
Maintenance
Access
Loss or damage


Rent, costs, indemnities and other amounts

Rent
Costs, duties and taxes
No deductions from payments
Overdue payments
Indemnities
Commission

Insurance

Your other duties and obligations

What happens at the end of the lease?

What happens if you repudiate the operating lease agreement?

What happens when the goods are returned or repossessed?


What you acknowledge in entering the operating lease agreement>

About the lease
About the goods
About legal warranties and limitations
Reliance


Guarantee and Indemnity

Extent of the guarantor’s obligations
Guarantee
Indemnity
Additional amounts the guarantor must pay
Interest
The guarantor’s own costs and other expenses
The guarantor may end the guarantee and indemnity
Reinstatement of rights
Our rights are protected
The guarantor’s rights are suspended
What the guarantor acknowledges and declares
When must the guarantor pay
The guarantor must take further steps
How we may exercise our rights
How we may use money we receive


General

Our right to act
Setting off money owed to you
Notices and other communications
Our certificates
Prompt performance
How we may exercise our rights
Yield protection
Indemnities
Variation and waiver
Business days
The operating lease agreement and the law
Our right to investigate
Trustee provisions
Authority to complete and amend
Applicable law and entire agreement
Severance

Contracting out of PPSA

Verification statement

Meaning of words

 


    1. About this master operating lease agreement and each operating lease agreement

      1. This master operating lease agreement sets out the terms and conditions applicable to each operating lease agreement.
      2. An operating lease agreement comes into existence in relation to goods on the terms of this master operating lease agreement and the schedule applicable to those goods when you have signed the schedule and it has been accepted by us. Each operating lease agreement is a separate agreement between you and us.
      3. This master operating lease agreement and each schedule should be read together.
      4. You must ask us whenever you want to lease goods under this master operating lease agreement. We are not obliged to lease any goods to you. However, if we agree to do so, the schedule for those goods and this master operating lease agreement will constitute a lease between you and us (unless we say otherwise).
      5. You must at the time of signing this master operating lease agreement specify in the particulars the authorised signatories (including the number of them required to sign a schedule) to us. This will apply unless and until you notify us otherwise in writing.

The goods

  1. Ownership and interest
    1. The goods always remain our property during and after the term of the operating lease agreement. You only have a right to use them.
    2. You must ensure that any replacement part or add on becomes our property. Replacement parts or add ons form part of the goods and are accessions.
    3. You must protect our interest in the goods.
    4. You must not place, or allow to be placed, on the goods any plates or marks that are inconsistent with our ownership and you will if we ask register our interest at the relevant government registry.
    5. Despite our ownership of the goods, you bear the entire risk of loss arising in connection with the installation, possession, use, storage, maintenance and repair of the goods. This includes loss arising because of theft, destruction or damage and loss arising out of claims of injury.
    6. You must not part with possession of the goods without our consent.
    7. You must not sell, sublease (unless we have agreed in writing) or otherwise dispose of, or permit the disposal of the goods.
    8. You must not assign, or purport to dispose of, your rights under the operating lease agreement without our prior written consent.
    9. You must not give another person, or permit another person to hold an interest in or allow any security interest (other than ours) to attach to the operating lease agreement or the goods, or authorise anyone else to do so, without our consent. This includes any act which might allow a lien over the goods for repairs or service to be created.
    10. We may transfer the goods and our interest in the operating lease agreement or our interest in the operating lease agreement alone, or give another person an interest in or form of security interest over either or both of the goods and our interest in the operating lease agreement, without getting your consent. Upon such assignment, the assignee will enjoy all of the benefits but none of the burdens of the assigned terms, including the right to receive the rent instalments under the terms of the operating lease agreement, which you agree to then pay to the assignee. You agree that we may disclose any information or documents we consider necessary to help us exercise these rights.
  2. Delivery and installation
    1. You are responsible for:
      1. obtaining the goods; and
      2. having them delivered and installed; and
      3. having them put in good working order.
    2. We will be taken to have delivered the goods to you and you will be taken to have accepted them when you obtain them under clause 3(i)(a).
    3. You must not allow the goods to become an accession to any property or to be attached to any land without our consent. If they are attached to land, they do not become fixtures and we can still remove them in accordance with the operating lease agreement.
  3. Re‑location
    1. Except when the goods are a motor vehicle you must not change the place where the goods are used or ordinarily kept without our consent.
    2. If the goods are a motor vehicle you must not change the place where the goods are ordinarily housed without our consent.
  4. Use
    1. You must use the goods only in your business operations and for the purpose for which they are designed.
    2. You must ensure that the goods are used in accordance with the supplier’s and manufacturer’s instructions and recommendations, in compliance with all laws that apply to the goods or their use (including by maintaining registration of goods where appropriate and complying with occupational health and safety legislation including when that legislation places an obligation on us), and only by suitably qualified operators.
    3. We cannot interfere with your use of the goods unless the operating lease agreement allows us to do so.
  5. Maintenance
    1. You must take proper care of the goods and keep them in good working order and in good repair (fair wear and tear excepted).
    2. You must ensure that the goods are serviced and maintained in accordance with the supplier’s and manufacturer’s specifications and our or any insurer’s reasonable requirements. You must do all things necessary to maintain the supplier’s and manufacturer’s warranties.
    3. You must not say or imply that we will pay for any work done to the goods.
    4. You must keep all maintenance records and all other records relating to the inspection, commissioning or alteration of the goods and make these records available to us upon request. You acknowledge receiving all relevant maintenance records and other records for the goods from us. You must produce a copy of your maintenance agreement for the goods whenever we request it.
    5. You must maintain all log books or other records customarily maintained for such goods.
  6. Access
    1. We may enter any place where the goods are located to:
      1. inspect and test the goods; or
      2. find out whether you are complying with the operating lease agreement; or
      3. carry out our rights under the operating lease agreement.

    If the goods are not kept on your premises you must get all necessary consents from the owner or occupier (and any mortgagee) of the premises where the goods are kept to allow us to inspect and, if the need arises, remove the goods.

    1. Unless there is an emergency and subject to clause 41(iii), we must give you reasonable notice before entering under clause 7(i) and must not unreasonably interfere with your business. You must help us to enter, such as by getting any consent necessary.
    2. You must tell us if any third party makes a claim in connection with the goods that is inconsistent with your or our rights and interest in the goods.
  7. Loss or damage
    1. You must, at your cost, protect the goods from loss or damage.
    2. You must tell us if any of the goods are:
      1. stolen; or
      2. lost; or
      3. destroyed; or
      4. damaged or impaired to such an extent that you or the insurer decides that repair is impractical or uneconomic.
    3. We are entitled to receive all amounts which are payable to you by any insurer or other person because any of the things in clause 8(ii) happens.
    4. You must pay us on the next payment date or, if earlier, within 28 days after any of the things in clause 8(ii) happens, in addition to any rent instalment or other amounts due on that date and any break costs we require you to pay under clause 13(i)(h):
      1. the casualty value of the affected goods on that date; less
      2. any money we have received from the insurer or any other person because the things in clause 8(ii) happened.
    5. The operating lease agreement terminates in relation to the affected goods when you make payment under clause 8(iv). We will then notify you of the revised rent instalments which are payable on the goods not affected.
    6. If we receive money from the insurer or any other person after you have paid us the amount due under clause 8(iv), we will refund to you, up to the amount you paid us, the amount we receive less all money then payable by you under the operating lease agreement.

    Rent, costs, indemnities and other amounts

  8. Rent
    1. You must pay us the rent instalments no later than 4.00 pm (local time) on the payment dates by giving us a direct debit authority on your bank account or by sending us a cheque to our address in the particulars. If we notify you of a different address, you must pay them to that address. Once paid, these amounts are not refundable for any reason.
    2. If your rent instalments are due on the 29th, 30th or 31st of a month, and a particular month does not have that date, you must pay your rent instalment on the last business day of that month.
    3. If you obtain the goods under clause 3(i)(a) on a date prior to the commencement of the term, then:
      1. from that date you must comply with all of your obligations under the operating lease agreement; and
      2. in addition to any other amounts payable under the operating lease agreement, you must also pay rent for each day from and including the date you obtain the goods to but excluding the date the term commences calculated as one day’s proportion of a total rent instalment.
    4. You acknowledge that the rent instalments are based upon an average usage level of the goods. Should the goods be used in excess of this level you must pay us the excess usage fee as specified in the schedule. The excess usage fee will be payable either:
      1. annually in arrears, within 14 days of each anniversary date of the commencement of the term of the operating lease agreement and upon termination of this operating lease agreement; or
      2. upon termination of this operating lease agreement,

    as specified in the schedule.

    1. You must ensure that all recording mechanisms which measure usage of the goods are in working order, and you must immediately rectify any fault in those recording mechanisms and notify us of the fault.
    2. In the event that this operating lease agreement terminates in respect of some or all of the goods on a date other than an anniversary date of the commencement of its term, you must pay us any excess usage fee which we calculate to be payable for the period from the preceding anniversary date of the commencement of the term of the operating lease agreement to its termination date. We will calculate the excess usage fee under this clause by reference to the amount by which your actual usage for the relevant period exceeds the number of hours which would otherwise be allowable to you for that period on a pro rata basis.
  9. Costs, duties and taxes
      1. You must pay us our reasonable costs in connection with and all duties, fees, taxes and charges payable in connection with:
        1. our purchase of the goods; and
        2. the operating lease agreement and any guarantee of it; and
        3. any payment, receipt, supply or other transaction arising out of our purchase of the goods or the operating lease agreement,

    including any interest, penalties, fines and expenses in connection with them.

    1. Any fee stated in the schedule is not refundable for any reason.
    2. You agree to pay, at the same time as each rental instalment is payable, the GST payable on or in respect of the supply relevant to that rent instalment. You acknowledge that GST at the current rate is included in the total rent instalment noted on the schedule and you agree to pay or reimburse us for any additional GST (or any other similar tax levied in substitution for the GST) paid or payable in respect of the operating lease agreement or in respect of any other payments under the operating lease agreement.
  10. No deductions from payments
    1. You must not withhold any payment under the operating lease agreement, or make a deduction (including deduction for taxes) from it for any reason including because:
      1. the goods are damaged, do not operate efficiently or at all, do not conform to specifications or are not in your possession; or
      2. you claim to have a set‑off, counterclaim, or other right against us or any other person; or
      3. the goods are not maintained properly or maintained at all.
  11. Overdue payments
    1. You must pay interest calculated daily on daily balances on any amount which is due for payment but unpaid and which is not otherwise incurring interest.
    2. The interest accrues daily from the date the amount becomes due until you pay it.
    3. The rate of interest applying to each daily balance is the rate specified by us from time to time or (if no rate is specified) 5% per annum above the lease rate.
    4. You must pay interest owing under this clause 12 when we specify.
    5. Each month (or any other period we choose), we may add to the amount you owe us any interest under this clause 12 which has not been paid. You will then be liable for interest under this clause 12 on the total amount.
    6. If any amount you must pay under the operating lease agreement becomes covered by a court order, you must pay interest on that amount as a separate obligation. The interest accrues from the date we first ask you for the amount until that amount is paid. This obligation is not affected by the court order. The rate is the rate in clause 12(iii) or the rate in the court order, whichever is higher.
    7. Clauses 12(i) to 12(vi) apply equally to the guarantor. In relation to any amount owed to us by the guarantor, each reference to “you” in these clauses is taken to be a reference to the guarantor.
  12. Indemnities
    1. You indemnify us against, and you must therefore pay us on demand for, liability, loss or costs (including on account of funds borrowed, contracted for or used to fund any amount payable by us in connection with our purchase of the goods or the operating lease agreement and consequential or economic loss) we suffer or incur in connection with:
      1. our exercising a right under the operating lease agreement (including, without limitation, the costs of any late payment notices, letters of demand and other internally or externally generated documents); or
      2. our doing anything you or the guarantor should have done under the operating lease agreement; or
      3. you or the guarantor not doing what you or the guarantor should have done under the operating lease agreement (including if you do not comply with or return the goods in accordance with clause 19(ii)); or
      4. our seizing or storing the goods; or
      5. our owning the goods (including registering or notifying any person of our interest as owner); or
      6. a person being injured or killed or property being damaged directly or indirectly by the goods or their use; or
      7. a claim for patent, trademark or copyright infringement, for strict liability, or for any other reason being made against us in connection with the goods or their operation; or
      8. the operating lease agreement terminating in relation to some or all of the goods before the end of the term stated in the schedule. Our loss under this paragraph (h) may include an amount we call “break costs” Break costs are an amount equal to our reasonable estimate of our loss arising as a result of a termination referred to in this paragraph (h). This loss usually arises because the lease rate is greater than the implicit rate at which we would offer to enter into a new lease agreement with a customer of good credit standing equivalent to you on the date when you must pay us the termination value or casualty value (as applicable), relating to goods of the same description as the goods and with an assumed value which is approximately equal to the casualty value, and for a term which is approximately equal to the unexpired term of the operating lease agreement. We may calculate our break costs:
        1. by reference to the lesser amounts which we would receive because of this lesser implicit interest rate when compared to the lease rate; or
        2. by reference to any costs which we incur because we in turn terminate arrangements which we have made with others to fund (or to maintain our funding of) our purchase of the goods; or
        3. by any other method which we determine is more appropriate to give you our reasonable estimate of our break costs; or
        4. any liability or additional liability or loss or deduction we may incur under the Tax Act by reason of your use of the goods for any other purpose than as set out in clause 5(i); or
      9. any loss or damage to, or destruction of, the goods, however caused; or
      10. any claim made against us by any party in relation to the operating lease agreement or the goods; or
      11. any claim made against us for loss or damage in connection with any faults, defects or inadequacies in the goods (including, without limitation, faults, defects or inadequacies in the goods arising out of a failure of hardware or software to properly recognise or process dates); or
      12. any proceedings or prosecutions commenced against us or any fine or penalty imposed on us under occupational health and safety legislation in relation to the goods or their use.

    If we ask, you agree to assume responsibility for the defence of any proceedings relating to any claims made against us by a third party in relation to any of the matters above.

    1. You must pay for anything that you must do under the operating lease agreement.
  13. Commission
    1. You agree to our paying or receiving out of money paid or payable by you under the operating lease agreement commission, fees or other remuneration to or from any broker, agent, dealer, financier or other person who introduces you to us or us to you or to whom we introduce you. We may give to or receive from any broker, agent, dealer, financier or other person monetary and non-monetary rewards based on the volume and value of introductions they give us or we give them and in calculating the volume and value of introductions we may take the operating lease agreement into account.
  14. Insurance

    1. You must maintain insurance against:
      1. loss or damage to the goods caused by fire, theft, accident or the other usual risks against which a prudent owner or lessor would insure goods of their kind or type for no less than the greater of:
        1. the then market value or replacement cost of the goods;
        2. the casualty value; and
        3. such other amount as agreed by us.
      2. public liability and other liability (including compulsory third party personal insurance if the goods are a motor vehicle) for bodily injury or damage to property arising in connection with the goods for no less than $5 million or any other amount notified by us; and
      3. any other risk as we may direct to protect, directly or indirectly, our interest in the goods.
    2. Each insurance policy must:
      1. note our interest as owner of the goods; and
      2. be on terms and for an amount satisfactory to us; and
      3. be with an insurer approved by us acting reasonably.
    3. You must produce evidence of current insurance cover (including a certified copy of each policy) whenever we ask.
    4. You must ensure that:
      1. the insurance cover is not reduced or cancelled, and you must notify us if it is or could be; and
      2. nothing happens that could permit an insurer to decline a claim, and you must notify us if anything would permit an insurer to do this.
    5. You must notify us if an insurance claim is refused either in part or in full.
    6. If we notify you, we may take over your rights to make, pursue or settle an insurance claim. We may exercise those rights in any manner we choose and you must comply with any directions we give you in connection with insurance claims. You must not, without our consent, enforce, conduct, settle or compromise claims under the operating lease agreement, whether or not that policy also covers other property.

    Your other duties and obligations

  15. If we ask, you must supply us with any information about or document affecting:
    1. the goods;
    2. the operating lease agreement; or
    3. your financial affairs including, without limitation, a copy of your annual financial statements within 120 days of your balance date (or such longer period as we may agree with you).
  16. You must ensure that:
    1. you pay on time any amount due under the operating lease agreement and any other agreement you have with us;
    2. neither you nor any guarantor becomes insolvent;
    3. you, the guarantor or another person who provides a security in connection with the operating lease agreement or the guarantee and indemnity is not in default under that security;
    4. you do not sell or otherwise dispose of the whole or a major part of your undertaking or assets without our prior written consent;
    5. the guarantor is not in default under the guarantee and indemnity;
    6. you, the guarantor or another person gives us correct and not misleading information (including through your declarations under clause 52 in connection with any operating lease agreement or any guarantee of an operating lease agreement;
    7. your financial position does not deteriorate so that in our opinion your ability to meet your obligations under the finance agreement or other agreement with us is materially adversely affected; and
    8. you tell us of your new name at least 21 days before the change takes effect.
  17. If you lose the goods or they are stolen or destroyed, you must comply with our directions in relation to remedial action.
  18. What happens at the end of the lease?

    1. If you want to return the goods to us on the date specified in the schedule as the end of the term you must notify us in writing by no later than the return notice date. If you do not so notify us, then you must continue to lease the goods in accordance with clause 19(iii).
    2. If you do notify us that you want to return the goods on the date specified in the schedule as the end of the term in accordance with clause 19(i), you must, on the date specified in the schedule as the end of the term (or if that is not a business day, on the immediately preceding business day):
      1. return the goods to us in good working order, and in good repair (fair wear and tear excepted), to a place we nominate and comply with any additional return conditions; and
      2. give us any certificates of registration, insurance certificates, log books, instruction and service manuals and other documents relating to them and a signed transfer of all certificates of registration in favour of us or a person we nominate; and
      3. pay us any amount payable under the operating lease agreement.
    3. If you do not notify us that you want to return the goods on the date specified in the schedule as the end of the term in accordance with clause 19(i) and you have not entered into a new lease with us in respect of the goods:
      1. you must continue paying rent instalments (on a monthly basis) as if the date specified as the end of term in the schedule had not occurred and the operating lease agreement had not ended for a minimum of 6 months (“holding over period);
      2. the terms of this agreement continue to apply during the holding over period, and references to the date which is the end of the term (howsoever described) are to be references to the last day of the holding over period; and
      3. we can give notice to you at any time, to return the goods.  Once we give that notice, you must return the goods to us on the next payment date and at that time comply with clause 19(ii)
  19. What happens if you repudiate the operating lease agreement?

    1. The fundamental provisions of the operating lease agreement are that you must:
      1. pay all money due on time and as required by the operating lease agreement;
      2. comply with clauses 2(iii), 2(vi), 2(vii), 2(viii), 3(iii), 4, 6, 15, 17 and 52(ii) and ensure that the guarantor complies with clause 35(iii); and
      3. ensure all representations and warranties and declarations you and the guarantor make under the operating lease agreement and the guarantee and indemnity are true and correct.
    2. You will repudiate the operating lease agreement and we may terminate it by notice to you or by taking possession or attempting to take possession of the goods without notice to you (if we consider that the goods or our rights upon termination may be adversely affected if we do not immediately take possession of the goods) if:
      1. you do not comply with the fundamental provisions of the operating lease agreement; or
      2. your conduct indicates that you no longer intend to be bound by the operating lease agreement; or
      3. we believe you, the guarantor or another person has acted fraudulently in connection with the operating lease agreement, any other lease agreement with us, any guarantee of the operating lease agreement, an application for finance or a security given in connection with the operating lease agreement; or
      4. you have repudiated or are in default or breach of any other agreement or document which you have with us or any of our related companies, or which is between you and us or any of our related companies; or
      5. any present or future monetary obligation of yours to us is not satisfied on time or at the end of its period of grace or becomes prematurely payable.
    3. If we give you this notice of termination, you must immediately:
      1. return the goods to us in good working order, and in good repair (fair wear and tear excepted) to a place we nominate and comply with any additional return conditions; and
      2. give us any certificates of registration insurance certificates, log books, instruction and service manuals and other documents relating to them and a signed transfer of all certificates of registration in favour of us or a person we nominate; and
      3. pay us the termination value for the goods calculated as at the day we notify to you, as liquidated damages for our loss of bargain. The termination value does not include additional amounts you may owe us under clause 13(i)(c) because you did not comply with the operating lease agreement or clause 13(i)(h) because we terminated the operating lease agreement. You remain liable for those amounts in addition to the termination value; and
      4. pay us all amounts owing under the operating lease agreement including:
        1. all arrears of rent instalments; and
        2. any rent instalment due on the day we give you this notice and other payments due up to and on that day; and
        3. any excess usage fees accrued but unpaid;
        4. interest (if any) on all overdue and unpaid amounts payable under the operating lease agreement.
    4. We may take possession of the goods without terminating the operating lease agreement on your repudiation of it. Your obligations under the operating lease agreement (including the obligation to pay all money due on time and as required by the operating lease agreement) will continue as if the goods remained in your possession and we will not be taken for the purposes of the operating lease agreement to have accepted your repudiation of the operating lease agreement (although we reserve the right to do so).  We will be obliged to redeliver the goods to you only if you have paid all repossession costs, storage charges and other costs incurred by us in exercising our rights under this clause. We may terminate the operating lease agreement by notice to you at any time after taking possession of the goods under this clause.
    5. We and our related companies, may in our absolute discretion regard any breach by you of your obligations under or pursuant to the operating lease agreement as a breach of any other agreement or document which you have with us or any of our related companies, or which is between you and us or any of our related entities.
  20. What happens when the goods are returned or repossessed?

    1. After any goods are returned to us or repossessed by us we may deal with the goods, in our absolute discretion, including selling, re-leasing, re-hiring or re-renting the goods.
    2. We will give you credit for the increased value of the goods returned to us as a result of termination of an operating lease agreement as compared to the value of the goods which would have been returned to us at the end of the term of the operating lease agreement up to the termination value less:
      1. all costs and expenses we incur in selling, re-leasing, re-hiring or re-renting;
      2. amounts you owe under the operating lease agreement.

    What you acknowledge in entering the operating lease agreement

    About the lease
  21. You acknowledge that:
    1. You have acquired or held yourself out as acquiring, the goods for the purposes of a business and nothing in the Consumer Guarantees Act 1993 applies to the goods or the operating lease agreement; and
    2. you have no connection with the supplier of the goods unless previously disclosed to us; and
    3. no option, promise, undertaking or representation has been given by us or any other person that you may purchase the goods at any time either before or after the termination of the operating lease agreement; and
    4. the operating lease agreement may not be terminated by you except with our consent and that clause 20(iii) applies in respect of any such termination (except that we are not required to give you a notice of termination in order for that clause to apply); and
    5. we have not made any representation or statements as to the accounting, legal or taxation treatment of any operating lease agreement and you have obtained your own accounting, legal and taxation advice; and
    6. we are not liable to you:
      1. for any loss you suffer as a result of the Commissioner of Inland Revenue denying or rejecting that payments under the operating lease agreement are deductible as specified in paragraph (b) above.
      2. for any taxes, charges or imposts imposed on you as a result of your entering into the operating lease agreement; and
    7. if an authorised signatory or a combination of authorised signatories (as specified in the particulars) signs the operating lease agreement on your behalf, that signatory has, or those signatories have, been properly and duly authorised by you to sign the operating lease agreement on your behalf.
    About the goods
  22. You acknowledge that:
    1. subject to clause 24(i)(a), you alone are responsible for examining the goods before accepting them and for satisfying yourself about them, including:
      1. their compliance with their description; and
      2. their condition, suitability and fitness for your purposes; and
      3. the validity of any manufacturer’s, dealer’s, or supplier’s warranties or guarantees, and entitlements to patents; and
    2. if an intermediary or consultant has been engaged in connection with the operating lease agreement, that intermediary or consultant is not our agent and is not authorised to make any representation on our behalf; and
    3. you are responsible for obtaining and maintaining at all times all licences or registrations required by law in connection with the goods or their use; and
    4. you have sole control of and responsibility for the safe operation and use of the goods during the term of the operating lease agreement; and
    5. you have been supplied with the goods by a third party; and
    6. you have satisfied yourself that the goods and their supply and use do not constitute a breach of any patent, copyright or other intellectual property; and
    7. we are not the manufacturer of the goods nor a dealer in property of that kind; and
    8. unless stated otherwise in the schedule, the goods are new; and
    9. subject to clause 24(i)(c), we will not be liable to you or any other person for any loss or damage suffered in connection with any faults, defects or inadequacies in the goods (including, without limitation, faults, defects or inadequacies arising out of a failure of hardware or software to properly recognise or process dates).
  23. About legal warranties and limitations
      1. You acknowledge that:
        1. we have not made any representation, warranty or undertaking about the condition or quality of the goods, their suitability or fitness for purpose or their safety except those implied by law (to the extent any such law applies and cannot be excluded); and
        2. to the full extent permitted by law, we are not liable for any injury to any person or loss or damage to property arising from the possession, operation or use of the goods (including any injury, loss or damage arising from our negligence); and
        3. whether or not any law applies, our liability for anything in relation to the goods, their use, or their installation, including damage or economic loss to anyone, is limited as much as it can be.  Whatever happens, our liability is limited in our discretion to either:
          1. replacing the goods with the same or equivalent goods, or paying the cost of such a replacement; or
          2. repairing the goods or paying for their repair.

    However, if the supplier or manufacturer of the goods has given us warranties for the goods, then, to the full extent permitted by law, you may make any claim on the supplier or manufacturer which we could have made.

    Reliance
    1. Your acknowledgments contained in the operating lease agreement take effect as representations and warranties made to us, and you acknowledge that we rely on them to enter into the operating lease agreement.

    Guarantee and indemnity

  24. Extent of guarantor’s obligations
    1. By signing this document, the guarantor could become liable to pay us:
      1. under the guarantee in clause 26
      2. under the indemnity in clause 27
      3. costs and other expenses under clause 28
      4. interest under clause 29.
    2. The guarantor is liable for all the guarantor’s obligations under the guarantee and indemnity both separately and jointly with any one or more other persons named in this document as guarantor.
    3. The guarantor’s obligations are in no way conditional on the condition, merchantability, suitability, title, operation or delivery of the goods.
  25. Guarantee
    1. The guarantor unconditionally and irrevocably guarantees that the lessee will pay us all amounts payable under each operating lease agreement when they are due.  If the lessee does not pay any amount under the operating lease agreement on time and in accordance with the operating lease agreement, then the guarantor agrees to pay that amount to us on demand from us (whether or not we have made demand on the lessee). A demand may be made at any time and from time to time.
    2. This guarantee continues until all these amounts have been paid in full or the guarantor ends this guarantee under clause 31.
  26. Indemnity
      1. The guarantor unconditionally and irrevocably indemnifies us against, and the guarantor must therefore pay us on demand for liability, loss or costs we suffer or incur if:
        1. the lessee does not, is not obliged to, or is unable to, pay us in accordance with each operating lease agreement; or
        2. the lessee does not comply on time with all its obligations under each operating lease agreement; or
        3. the guarantor is not obliged to pay us an amount under clause 26; or
        4. we are obliged, or we agree, to pay an amount to a trustee in bankruptcy or liquidator (or bankrupt person or insolvent company) in connection with a payment by the guarantor or the lessee.

    The guarantor as principal debtor agrees to pay us on demand a sum equal to the amount of any such liability, loss or costs.

    1. The indemnity in clause 27(i) is a continuing obligation, separate and independent from the guarantor’s other obligations under the guarantee and indemnity.  It continues after those other obligations end, unless the guarantor ends the indemnity under clause 31. It is not necessary for us to incur expense or make payment before enforcing a right of indemnity conferred by this clause 27.
    Additional amounts the guarantor must pay
  27. The guarantor must pay us for:
    1. our reasonable costs in arranging, administering (including enforcing or taking any other action in connection with our rights) and terminating the guarantee and indemnity; and
    2. all duties, fees, taxes and charges payable in connection with each operating lease agreement and the guarantee and indemnity and any transaction (such as a payment or receipt) under it, and any interest, penalties, fines and expenses in connection with them.

    The guarantor must pay us those amounts when we ask. We can also debit any of those amounts to any account the guarantor has with us even if we do not expressly ask the guarantor to pay us.

    Interest
  28. The guarantor must pay interest calculated on daily balances on any amount the guarantor owes under clause 26 or clause 27 from the date we ask the guarantor for the amount until the guarantor pays it.  This interest is to be calculated and is payable in accordance with clause 12.
  29. The guarantor’s own costs and other expenses
  30. The guarantor must pay for anything which the guarantor must do under the guarantee and indemnity.
  31. The guarantor may end the guarantee and indemnity
  32. Subject to clause 32, the guarantor may end its liability under the guarantee and indemnity at any time if the guarantor pays us all amounts payable under the guarantee and indemnity at that time including any amount which we determine to be the future or contingent liability of the lessee.
  33. Reinstatement of rights
  34. Under law, an official assignee or liquidator may ask us to refund a payment we have received in connection with this master operating lease agreement or an operating lease agreement or the guarantee and indemnity.  To the extent we are obliged to, or we agree to, make a refund, we may treat the original payment as if it had not been made.  We are then entitled to our rights against the guarantor under the guarantee and indemnity as if the payment had never been made.  This applies despite anything in the guarantee and indemnity or the fact that the guarantor may have ended it.
  35. Our rights are protected
      1. Rights given to us under the guarantee and indemnity and the guarantor’s liabilities under it are not affected by any act or omission by us or by anything else that might otherwise affect them under law or otherwise, including:
        1. the fact that the guarantor does not sign the schedule in respect of any operating lease agreement;
        2. the fact that we vary or replace the master operating lease agreement or any operating lease agreement, such as by extending the term; or
        3. the fact that we either release, lose the benefit of or do not obtain any security or do not register any security which could be registered; or
        4. the fact that we release the lessee or give them a concession, such as more time to pay; or
        5. the fact that we release any person who guarantees the lessee’s obligations under the master operating lease agreement or any operating lease agreement; or
        6. the fact that the obligations of any person who guarantees the lessee’s obligations under the master operating lease agreement or any operating lease agreement may not be enforceable; or
        7. the fact that any person who was intended to guarantee the lessee’s obligations under the master operating lease agreement or any operating lease agreement does not do so or does not do so effectively; or
        8. the death, mental or physical disability or insolvency of any person including the guarantor or the lessee; or
        9. changes in the membership, name or business of a firm, partnership, committee or association.
      2. The guarantee and indemnity does not merge with or adversely affect and is not adversely affected by, any of the following:
        1. any other guarantee or indemnity, or mortgage, charge or other security, or right or remedy to which we are entitled; or
        2. a judgment or order which we obtain against the guarantor in respect of an amount payable under the guarantee and indemnity.

    We can still exercise our rights under the guarantee and indemnity as well as under the judgment, order, other guarantee, indemnity, mortgage, charge, other security, right or remedy.

    1. The guarantee and indemnity binds each person who signs as guarantor even if another person who was intended to sign it does not sign it or is not bound by it.
    The guarantor’s rights are suspended
  36. As long as an amount payable under any operating lease agreement remains unpaid, the guarantor may not, without our consent:
    1. reduce the guarantor’s liability under the guarantee and indemnity by claiming that the guarantor or the lessee or any other person has a right of set-off or counterclaim against us; or
    2. exercise any legal rights to claim to be entitled to the benefit of another guarantee, indemnity, mortgage, charge or other security given in connection with an amount payable under any operating lease agreement or an amount payable under the guarantee and indemnity.  (For example, the guarantor may not try to enforce any mortgage we have taken to ensure repayment of amounts payable under any operating lease agreement); or
    3. claim an amount from the lessee or another guarantor of the lessee’s obligations under a right of indemnity; or
    4. claim an amount in the insolvency of the lessee or another guarantor of the lessee’s obligations under any operating lease agreement (including a person who has signed this master operating lease agreement with the guarantor).
  37. What the guarantor acknowledges and declares
      1. The guarantor acknowledges that the guarantor is responsible for making itself aware of the financial position of the lessee and any other person who guarantees the lessee’s obligations under the master operating lease agreement and each operating lease agreement.
      2. If the guarantor is a trustee or the sole trustee of a trust including any trust specified in this master operating lease agreement, unless we have agreed in writing to the contrary the guarantor makes the following declarations as trustee of that trust:
        1. the guarantee and indemnity is for the benefit of the trust;
        2. the guarantor is a trustee or sole trustee of the trust;
        3. the guarantor has authority to enter into the guarantee and indemnity;
        4. the guarantor has the right to be fully indemnified out of trust assets for obligations incurred under the guarantee and indemnity; and
        5. the guarantor enters into the guarantee and indemnity on its own behalf and in its capacity as trustee of that trust.

    The guarantor agrees to ensure that nothing happens that would prevent the guarantor truthfully repeating these declarations (unless we consent to that thing happening).

      1. If the guarantor is a trustee or sole trustee of a trust including any trust specified in this master operating lease agreement, unless we have agreed in writing to the contrary the guarantor agrees that it will not permit (insofar as it is able to do so) without our consent:
        1. any re-settlement or distribution of capital of the trust;
        2. any retirement or replacement of the trustee or any appointment of a new trustee of the trust deed establishing the trust;
        3. any amendment of the trust deed establishing the trust;
        4. any further encumbrance or charging of any nature of any of the assets of the trust; or
        5. any breach of the provisions of the trust.

    If any of these events occurs, the guarantor must immediately inform us in writing.

  38. When must the guarantor pay?
    1. The guarantor must pay any amount payable to us under the guarantee and indemnity by 4:00 pm (local time) on the date we specify.
    2. If the guarantor is a trustee or the sole trustee of a trust and the guarantor is an independent trustee, we will only be entitled to recover any amounts payable to us under the guarantee and indemnity from any of the guarantor's personal assets if we are not able to recover such amounts from the trust assets because any of the declarations the guarantor gave us under clause 35(ii) above were incorrect. We will only be entitled to recover from the guarantor's personal assets the amount we would have recovered from the trust assets had those declarations been correct.  If the guarantor is not an independent trustee, we may recover any such amounts from the guarantor's personal assets as well as from trust assets.
    The guarantor must take further steps
  39. The guarantor must do anything we ask (such as obtaining consents, signing and producing receipts and getting documents completed and signed) to bind itself under the guarantee and indemnity.  The guarantor also undertakes to supply us with any information about its financial affairs including, without limitation, a copy of its annual financial statements upon request by us.
  40. How we may exercise our rights
  41. We may claim against the guarantor under the guarantee and indemnity before we enforce any of our rights or remedies:
    1. against the lessee or any other person; or
    2. under another document such as a guarantee or mortgage, charge or other security.

    If we have more than one guarantee and indemnity or security, we may enforce them in any order that we choose.

  42. How we may use money we receive
    1. We may use any money paid by or for the lessee towards meeting any part we choose of the amounts the lessee owes us (including meeting any amount the guarantor does not guarantee).  We may use any money paid by the guarantor under the guarantee and indemnity towards paying any part we choose of the amounts the guarantor owes us under the guarantee and indemnity.
    2. We may place in a suspense account any payments we receive from the guarantor for as long as we think prudent.

    General

  43. Our right to act
    1. We may, in our own right or as attorney pursuant to clause 40(ii);
      1. do anything which should have been done by you or the guarantor under the operating lease agreement or the guarantee and indemnity but which we consider you have or the guarantor has not done or not done properly;
      2. complete or correct any details in the schedule or any other document (including any direct debit authority given by you); and
      3. sue for and recover any claims for loss or damage in relation to the goods under any insurance or otherwise, compromise any such claim in your name or the guarantor’s name or in the names of you or the guarantor and us, and give effectual releases and receipts in respect of any such claim.
    2. You and the guarantor irrevocably appoint us and our employees as your and its attorneys, respectively, with the power to do anything which we consider to be desirable to give effect to the operating lease agreement, including the things referred to in clause 40(i). You indemnify us and our employees against any loss, damage, costs, or claim incurred or made and arising out of us or our employees acting as your or the guarantor’s attorney.
    3. Despite anything else in the operating lease agreement, if you do not return the goods when you are required to under the operating lease agreement, we may enter the place where the goods are and take possession of and remove the goods without prior notice to you.
    Setting off money owed to you
  44. We may set off any money we owe you against any money you owe us under the operating lease agreement, any other agreement or otherwise. We may set off any money we owe the guarantor against money the guarantor owes to us under the guarantee and indemnity, any other agreement or otherwise. This clause does not limit other rights we have under the operating lease agreement.
  45. Notices and other communications
    1. Notices, certificates, consents, approvals and other communications in connection with the operating lease agreement or the guarantee and indemnity or any security given in connection with the operating lease agreement or the guarantee and indemnity must be in writing. If you are or the guarantor is a corporation, communications from you or the guarantor, as the case may be, must be signed by a director or another person we approve.
    2. They may be:
      1. given personally (if they are for you, or the guarantor, and you are or the guarantor is a corporation, to one of your, or the guarantor’s, as the case may be, directors; if they are for us, to one of our employees at the office where you arrange the operating lease agreement); or
      2. left at the address last notified;
      3. sent by prepaid post to the address last notified; or
      4. sent by fax to the fax number last notified; or
      5. given in any other way permitted by law.
    3. They take effect from the time they are received unless a later time is specified in them.
    4. If they are sent by post, they are taken to be received three days after the date of posting.
    5. If they are sent by a fax machine that produces a transmission report, they are taken to be received at the time shown in a transmission report that indicates that the whole fax was sent.
    6. We may serve any document in a court action on you or the guarantor, as the case may be, by delivering it to your or the guarantor’s, as the case may be, address in the particulars (or any changed address notified to us) or by leaving it there. This clause does not prevent any other method of service.
    7. By your execution of this master operating lease agreement, you invite, request and authorise us and the principal for which we enter into this master operating lease agreement, and our and that principal’s related bodies corporate, to provide to you from time to time, information and material as to the range of financial and other services provided by us or them. If we enter into an operating lease agreement as agent, you consent to us doing so and acknowledge that the principal may exercise all of our rights under, and has no responsibility to satisfy any of our obligations contained in, this master operating lease agreement or any operating lease agreement and neither we nor our principal has and will have no obligations in relation to maintenance or repair of any goods.
  46. Our certificates
    1. We may give you or the guarantor a certificate regarding any matter concerning the operating lease agreement including:
      1. the lease rate; or
      2. any amount payable by you to us; or
      3. any amount payable by the guarantor to us.
    2. The certificate is sufficient evidence of the matter or amount, unless it is proved to be incorrect.
    Prompt performance
  47. If the operating lease agreement specifies when you or the guarantor must perform an obligation, it must be performed by the time specified. You and the guarantor must perform all other obligations promptly.
  48. How we may exercise our rights
    1. We may exercise a right or remedy or give or refuse our consent in any way we consider appropriate, including by imposing conditions.
    2. If we do not exercise a right or remedy fully or at a given time, we can still exercise it later.
    3. We are not liable for any loss or damage caused by the exercise or attempted exercise of, failure to exercise, or delay in exercising, a right or remedy, whether or not caused by our negligence.
    4. Our rights and remedies under the operating lease agreement are in addition to any other rights or remedies given by law independently of the operating lease agreement.
    5. Any termination under clause 20 does not affect any other right or remedy we have for amounts due to us which remain unpaid.
    6. Our rights and remedies may be exercised by any of our directors, any of our employees whose job title includes the word “director”, “manager” or “legal” or any other person we authorise.
  49. Yield protection
      1. You acknowledge that the rent instalments payable in connection with the operating lease agreement have been calculated on the basis that the operating lease agreement will not terminate before the end of the term.  We will be entitled to claim a deduction for depreciation in respect of the goods under the Tax Act applicable to the transaction documented under the operating lease agreement.  You must take all steps necessary to ensure that we are able to claim the deduction for depreciation in respect of the goods.
      2. You indemnify us against any loss (including any taxation and penalties imposed on us) if for any reason (other than due to our fault) in relation to the goods and the operating lease agreement.:
        1. we are not entitled to the whole or any part of the deduction for the depreciation of the goods on which we base our calculations of the rent instalments;
        2. the annual depreciation percentage for the goods is varied from the annual depreciation percentage on which we base our calculation of the rent instalments; or
        3. the method of calculating the depreciation of the goods is varied from the method which we use for calculating the depreciation of the goods; or
        4. any GST or duty is or becomes payable by us in respect of the operating lease agreement or the goods; or
        5. the operating lease agreement terminates before the end of the term; or
        6. there is a change in the corporate tax rate applicable to us.

    In this clause, the term “loss” includes any reduction in our overall effective rate of return under the operating lease agreement we certify to you as having been incurred by us, as a result of the circumstances specified in paragraphs a) to f) above.   In the case of a operating lease agreement that has not been terminated, we can require you to satisfy this indemnity by increasing the rent instalments payable under the operating lease agreement on giving you notice of our intention to do so.

    Indemnities
  50. The indemnities in the operating lease agreement are continuing obligations, independent of your or the guarantor’s other obligations under the operating lease agreement.  They continue even after the operating lease agreement ends or is terminated.  It is not necessary for us to incur expense or make payment before enforcing a right of indemnity conferred by the operating lease agreement.
  51. Variation and waiver
  52. A provision of the operating lease agreement, or a right created under it, may not be waived or varied except in writing, signed by the party or parties to be bound.
  53. Business days
  54. If a date for payment of money under the operating lease agreement is not a business day, the money must be paid on the preceding business day.
  55. The operating lease agreement and the law
  56. Any present or future law that varies your obligations under the operating lease agreement or the guarantor’s obligations under the guarantee and indemnity is excluded to the extent allowed by law if it affects our rights or remedies adversely, as determined in our sole discretion.
  57. Our right to investigate
  58. If we reasonably believe that you are or may be in breach of the operating lease agreement, we may appoint a person to investigate whether this belief is accurate.  You must co‑operate with and comply with every reasonable request made by this person.  If you are or were in breach of the operating lease agreement at any time during the investigation you must pay to us all costs in connection with the investigation.
  59. Trustee provisions
      1. If you are a trustee or the sole trustee of a trust including any trust specified in this master operating lease agreement or the schedule, unless we have agreed in writing to the contrary you make the following declarations as trustee of that trust:
      2. the operating lease agreement is for the benefit of the trust;
      3. you are a trustee or the sole trustee of the trust;
      4. you have authority to enter into the operating lease agreement;
      5. you have the right to be fully indemnified out of trust assets for obligations incurred under the operating lease agreement; and
      6. you enter into the operating lease agreement on your own behalf and in your capacity as trustee of that trust.

    You agree to ensure that nothing happens that would prevent you truthfully repeating these declarations (unless we consent to that thing happening).

      1. If you are a trustee or the sole trustee of a trust including any trust specified in this master operating lease agreement or the schedule, unless we have agreed in writing to the contrary you agree that you will not permit (insofar as you are able to do so) without our consent:
        1. any re-settlement or distribution of capital of the trust;
        2. any retirement or replacement of the trustee or any appointment of a new trustee of the trust deed establishing the trust;
        3. any amendment of the trust deed establishing the trust;
        4. any further encumbrance or charging of any nature of any of the assets of the trust; or
        5. any breach of the provisions of the trust.

    If any of these events occurs, you must immediately inform us in writing.

    1. If you are a trustee or the sole trustee of a trust and you are an independent trustee, we will only be entitled to recover any amounts payable to us under the operating lease agreement from any of your personal assets if we are not able to recover such amounts from the trust assets because any of the declarations you gave us under clause 52(i) above were incorrect. We will only be entitled to recover from your personal assets the amount we would have recovered from the trust assets had those declarations been correct.  If you are not an independent trustee, we may recover any such amounts from your personal assets as well as from trust assets.
    Authority to complete and amend
  60. You and the guarantor authorise us to:
    1. fill in any blanks in this master operating lease agreement or the operating lease agreement and any document signed by you or us which is connected with either of them (including any direct debit authority); and
    2. make any amendment to any document described in paragraph (a) above, in order to accurately reflect or give effect to the terms of this master operating lease agreement or the operating lease agreement agreed between us.
  61. Applicable law and entire agreement
    1. The guarantee and indemnity and the operating lease agreement are governed by the law of New Zealand.  You and the guarantor submit to the non‑exclusive jurisdiction of the courts of New Zealand.
    2. The operating lease agreement constitutes the entire agreement between the parties in connection with the goods and accordingly, all terms, conditions, provisions, stipulations and any events (if any) made or referred to prior to the execution of the operating lease agreement are of no effect.
    Severance
  62. Each word, phrase, sentence, paragraph and clause in the operating lease agreement is severable no matter how they are linked.  If any word, phrase, sentence, paragraph or clause is defective, unenforceable, void or voidable they may be severed and the remaining words will continue to be of full force and effect.
  63. PPSA

    Contracting Out
  64. You acknowledge that it is the intention of the parties that part 9 of the PPSA will not apply to the operating lease agreement.  However, if at law this is not the case, you:
    1. agree that if, at any relevant time, our security interest in the goods does not have priority over all other secured parties in respect of the goods, the parties, for the purposes of section 109(1) of the PPSA, are deemed, in accordance with the entitlement to do so under section 107(1) of the PPSA, to have contracted out of that section but specifically on the basis that, for purposes of the operating lease agreement and the operation and application of the PPSA that section 109(1) (but amended only by the deletion of the words "with priority over all other secured parties") is reinstated and contracted back into;
    2. agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to the operating lease agreement;
    3. waive your right to:
      1. receive the amount of any surplus under section 117(1) of the PPSA;
      2. not have goods damaged, should we remove an accession under section 125 of the PPSA;
      3. receive notice of the removal of an accession under section 129 of the PPSA;
      4. apply to the Court for an order concerning the removal of an accession under section 131 of the PPSA;
      5. redeem the goods under section 132 of the PPSA.
    Verification Statement
  65. You waive the right to receive a copy of the verification statement confirming registration of a financing statement or a financing change statement relating to our interest in the goods.
  66. Meaning of words

  67. additional return conditions means in respect of each operating lease agreement, the terms and conditions in the annexure (if any) to the schedule marked “Additional Return Conditions”.
  68. application for finance means any document or documents that we use for the assessment of your creditworthiness.

    authorised signatory means any person you notify us in writing (in a manner that satisfies us of proper appointment and which includes  a specimen signature of the person) is designated as your authorised signatory or as one of your authorised signatories (as the case requires) for the purpose of signing schedules.

    business day means any day (other than a Saturday or a Sunday) we are open for business in the place we sign the operating lease agreement.

    casualty value means for any of the goods on a day, means the sum of:

    the termination value for those goods; plus

    the present value of the residual value for those goods calculated by discounting the residual value for those goods at the lease rate.

    Companies Act means the Companies Act 1993.

    costs includes charges and expenses; and costs, charges and expenses in connection with:

    legal and other advisers on a full indemnity basis; and

    repossession, storage, repair and inspection of the goods.

    excess usage fee means the excess usage fee specified in the schedule.

    goods means, in respect of a particular operating lease agreement, the goods described in the schedule applicable to that operating lease agreement.

    GST means any tax in the nature of a consumption tax, a goods and services tax, a value added tax or similar tax including, without limitation, any tax arising under the Goods and Services Tax Act 1985.

    guarantee and indemnity means the guarantee and indemnity contained in clauses 25 to 39 inclusive of this master operating lease agreement and any other provisions of this master operating lease agreement affecting the guarantor.

    guarantor means the person or persons named in the particulars of this master operating lease agreement as the guarantor, and if there is more than one, means each of them separately and every two or more of them jointly.

    including or such as when introducing an example, does not limit the meaning of the words to which the example relates to that example or examples of a similar kind.

    insolvent means insolvent, in receivership, in receivership and management, in liquidation, 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 statutory demand within the meaning of section  289 of the Companies Act or otherwise unable to pay debts within the meaning of section 287 of the Companies Act; and for an individual, means bankruptcy, any assignment of property, arrangement or composition or the appointment or authorisation of a person to deal with the borrower’s property under bankruptcy legislation; and in each case, includes, any filing, application, appointment, order or resolution made or passed, or any other step or action taken by any party, which could result in any of these consequences.

    lease rate means the rate implicit in the operating lease agreement, as reasonably determined by us.

    lessee see you.

    operating lease agreement means a lease of goods on the terms of this master operating lease agreement and the schedule headed “Operating Lease Agreement – Schedule to Master Operating Lease Agreement” applicable to those goods.

    payable in relation to an amount, means an amount which is currently payable or will or may be payable in the future.

    person includes an individual, a firm, a body corporate, an unincorporated association and an authority.

    PPSA means the Personal Property Securities Act 1999.

    related company has the meaning given in the Companies Act.

    rent instalment means the rent instalments specified in the schedule.

    residual value means the value of the goods as at the date on which the goods would be returned to us upon the operating lease agreement running its full term as determined by us in calculating the rent instalments for the goods.

    return notice date means the date specified as such in the schedule. If no such date is specified in the schedule, then the return notice date is deemed to be 180 days from the date that is specified in the schedule as the end of the term.

    schedule means, in respect of an operating lease agreement, the schedule that is part of that operating lease agreement.

    software means a licence granted by a third party to use computer software.

    such as see including.

    Tax Act means the Income Tax Act 2004 and any other tax legislation

    termination value for any of the goods on a day, means the sum of the present values on that day of the rent instalments that are still to fall due and which are attributable to those goods

    The present value of an amount on a day is calculated by discounting that amount at the lease rate.

    we or GFL means Gough Finance Limited, incorporated under the Companies Act 1993 with unlimited liability and its successors and assigns.

    you or lessee means the person or persons named in the particulars of this master operating lease agreement as the lessee or, and if there are more than one, you means each of them separately and every two or more of them jointly.  You includes your successors and assigns to whom we have consented under clause 2(viii).

    The singular includes the plural and vice versa.

    A reference to:

    • the operating lease agreement (or the lease) means each lease you have with us with respect to the goods, unless it is clear from the context that other leases are being referred to;
    • a document or agreement includes any variation, novation or replacement of it;
    • a person includes a reference to that person’s executors, administrators, successors, substitutes (including, without limitation, persons taking by novation) and assigns;
    • law means common law, principles of equity, and laws made by parliament, and a reference to laws made by parliament or any legislation includes regulations and other instruments under them, and consolidations, amendments, re-enactments or replacements of any of them);
    • anything (including the goods) includes the whole and each part of it.

    The expressions accession, at risk, attach, financing statement, financing change statement, security interest and verification statement have the meanings given to them under, or in the context of the PPSA.