Status of agreement

  1. Master agreement: These Terms apply to any and all Vehicles that SFF leases to the Customer, and all Vehicle Order Schedules entered into by SFF and the Customer unless SFF agrees otherwise in writing.

Commencement of Lease

  1. Quote: The Customer may request a quote from SFF in connection with a lease of one or more Vehicles, Extra Items or Additional Services offered by Any quote provided by SFF is subject to change and does not constitute an offer by SFF to lease a Vehicle or Extra Items or provide Additional Services, to the Customer.
  2. Offer to lease Vehicle: If it wishes to obtain a Lease of a Vehicle or Additional Services from SFF, the Customer may fill out and sign a Vehicle Order Schedule in connection with those Vehicles or Additional Services. The delivery of a signed and completed Vehicle Order Schedule to SFF constitutes an irrevocable offer by the Customer to lease the Vehicle(s), the Extra Items and/or acquire the Additional Services described in that Vehicle Order Schedule from SFF in accordance with that Vehicle Order Schedule and these Terms.
  3. Acceptance: SFF may, in its sole discretion, accept any offer made by the Customer by signing and returning that Vehicle Order Schedule to the Subject to clauses 6 and 7 below upon delivery of a signed Vehicle Order Schedule to the Customer by SFF:
    1. that Vehicle Order Schedule and these Terms will constitute an Agreement for the lease of the Vehicle(s) and/or the provision of the Additional Services set out in that Vehicle Order Schedule;
    2. SFF agrees to lease the Vehicle(s), the Extra Items and/or provide the Additional Services set out in that Vehicle Order Schedule to the Customer in accordance with this Agreement; and
    3. the Customer agrees to comply with the terms of that Vehicle Order Schedule and these Terms and the Final Payment Schedule.
  4. Commencement of Lease: The obligations in relation to each Lease shall commence on the date on which SFF delivers a signed Vehicle Order Schedule to the Customer in accordance with clause 4 (Date of Agreement) and shall continue until the expiry of the Lease Term (as set out in the relevant Vehicle Order Schedule), unless otherwise terminated or extended in accordance with these Terms.
  5. Unavailability: If, following SFF’s delivery of a signed Vehicle Order Schedule to the Customer, SFF is not able to provide the Vehicle(s) and/or the Additional Services set out in that Vehicle Order Schedule to the Customer (for reasons beyond SFF’s control), SFF may, without liability to SFF, cancel that Vehicle Order Schedule by written notice to the Customer, in which case that Vehicle Order Schedule and this Agreement will immediately be terminated and cease to have any force and effect.
  6. Cancellation: Notwithstanding clause 3, the Customer may notify SFF that it wishes to cancel a Vehicle Order Schedule prior to the delivery of the first Vehicle in that Vehicle Order Schedule. The Customer acknowledges that SFF may have incurred fees and may be unable to return a Vehicle once ordered. SFF may reject or accept such requests (in its sole discretion). If SFF does not accept the request for cancellation the Customer shall be required to proceed with this Agreement. If SFF accepts the cancellation of a Vehicle Order Schedule in accordance with this clause 7, SFF may charge the Compensation Amount. If SFF agrees to the cancellation, subject to payment of the Compensation Amount the Vehicle Order Schedule and these Terms will immediately be terminated and cease to have any force and effect.

Delivery of Vehicles

  1. Delivery: Delivery of a Vehicle occurs:
    1. at the place nominated by SFF (having reasonable regard to the Customer’s address), unless otherwise agreed in a Vehicle Order Schedule; and
    2. at the time that the Customer or a Representative takes possession and signs a Delivery Receipt.

      On expiry or termination of the lease of a Vehicle, the Customer will, at its own cost, deliver the Vehicle to the place and at the time nominated by SFF (acting reasonably).
  1. Acknowledgement: By signing a Delivery Receipt, the Customer confirms that they have inspected the Vehicle and that the information contained on the Delivery Receipt is correct.
  2. Costs: Unless otherwise agreed in a Vehicle Order Schedule, the Customer will be liable for any and all costs incurred by SFF in connection with the delivery of a Vehicle to the Customer.
  3. Blanks: The Customer authorises SFF to rectify any manifest errors in a Vehicle Order Schedule, Final Payment Schedule or a Delivery Receipt and to complete any blank spaces in those documents which relate to the Commencement Date, Lease Term, the first Payment Date, the registration or identification of a Vehicle and any other matters of an administrative

Additional services

  1. Additional Services: Where the Customer has elected to obtain one or more Additional Services in a Vehicle Order Schedule in connection with a Lease (Elected Services), SFF shall provide those Elected Services to the Customer during the Lease Term in accordance with the Additional Services Schedule insofar as it relates to the Elected Services and these Terms shall apply to the provision of those Additional Services. The Customer shall comply with both these Terms and the terms of the Additional Services Schedule insofar as it relates to the Elected Services.
  2. Lease Payments: The Customer agrees to pay the Lease Payments specified in a Vehicle Order Schedule in the manner and on the dates (each a Payment Date) firstly set out in the Payment Schedule in the relevant Vehicle Order Schedule and (if issued) as then set out in the Final Payment
  3. Payment by direct debit: All payments and other amounts owed to SFF under this Agreement must be paid by direct debit. SFF will notify the Customer of the amount to be direct debited prior to debiting any amount from the Customer’s account.
  4. Default interest: If the Customer does not pay any amount payable under this Agreement on the due date for payment (Due Date), the Customer shall pay SFF interest (both before and after judgment) on that amount, accruing at the Default Rate and calculated on a daily basis from the Due Date until the unpaid amount is paid in full.
  5. Set off: SFF may deduct from or set off any amount that is or may become payable by it to the Customer against any amount that is or may become payable to it by the Customer in relation to this Agreement or otherwise.
  6. Amounts due on a Business Day: If a payment under this Agreement is due on a day that is not a Business Day, that payment must be made on the Business Day immediately prior to the due date for that payment.
  7. Acknowledgement: SFF may procure Vehicles on finance from third party suppliers and/or lenders. To ensure that SFF meets its obligations under these arrangements, all amounts owed to SFF must be paid in full and on The Customer agrees that:
    1. all of its payment obligations under this Agreement are absolute and unconditional;
    2. it is not entitled to withhold, deduct or set off any amount owed to SFF for any reason (even if the Customer disputes those amounts); and
    3. all of its payment obligations under this Agreement will continue, notwithstanding any unsuitability, failure, damage, accident, defect, breakdown, seizure, loss, theft or destruction of a Vehicle.
  8. Payment Statement: During the Lease Term, the Customer may request that SFF provides, or SFF may elect to provide, a payment statement to the Each payment statement shall be prima facia evidence of the value of the Vehicle(s) or the amount of monies due or owing to, or recoverable by, SFF under this Agreement, as at the date of that payment certificate, unless the Customer provides evidence satisfactory to SFF (acting reasonably) that such amounts are incorrect.
  9. Other charges: SFF may invoice the Customer, and the Customer shall pay SFF on demand (and the Customer shall sign any related direct debit authority reasonably required by SFF), for:
    1. any other amounts owed to SFF in accordance with this Agreement or the Fees & Charges Schedule;
    2. any fines (including traffic fines), penalties, taxes, levies or other fees assessed, levied or imposed on SFF as the owner or lessor of a Vehicle by a Government Authority or resulting from the Customer’s failure to comply with the terms of this Agreement or with any law; and
    3. any applicable road user charges or fuel costs charged to SFF as the owner or lessor of a Vehicle.

      For the avoidance of doubt, the Customer shall be responsible for all fuel costs and other operating expenses incurred by the Customer in connection with any Vehicle.

Obligations of the Customer

  1. Use of Vehicles: The Customer shall, during the Lease Term:
    1. take reasonable precautions as a cautious and prudent owner to minimise any loss, damage or deterioration to a Vehicle and any loss or damage to third persons or their property while using a Vehicle (save for Fair Wear and Tear);
    2. not do anything which may prejudice or affect any warranty or guarantee provided by the manufacturer or supplier of a Vehicle;
    3. immediately deliver the Vehicle to SFF for inspection, upon the request of SFF; and
    4. ensure that:
      1. it, and all persons who operate a Vehicle, comply with all applicable laws and any applicable insurance policies;
      2. no Vehicles are used in a dangerous, reckless or negligent manner or in contravention of the rights of any person;
      3. each person who operates a Vehicle is suitably qualified and licensed in New Zealand for the relevant class of Vehicle;
      4. each Vehicle is used in a proper and skilful manner and in accordance with the purpose for which it was designed;
      5. no Vehicle will be removed from New Zealand without SFF’s prior written approval;
      6. each Vehicle is used only on formed and metalled roads and highways, unless the Customer has obtained SFF’s prior written approval;
      7. no Vehicle will be used for the transportation or conveyance of persons or property for hire, fare or reward without SFF’s prior written approval;
      8. no Vehicle will be used to carry goods, materials or substances of an explosive, corrosive or flammable nature without SFF’s prior written approval;
      9. no Vehicle will be used for propelling any other object, for any illegal purposes or in any race or speed test; and
      10. no Vehicle will be used for towing unless it has a tow bar installed and no Vehicle will be used to tow any load in excess of the Vehicle manufacturer’s specifications.

    22. Treatment of Vehicles: The Customer shall, during the Lease Term:
    1. at SFF’s request, produce each Vehicle to SFF, or such other person as SFF directs, for inspection, maintenance testing or any other reason;
    2. at the Customer’s cost, regularly wash and polish each Vehicle;
    3. ensure that each Vehicle is kept safely parked when not in use;
    4. ensure that no tyres, parts or accessories are interchanged between a Vehicle and any other vehicle without SFF’s prior written approval;
    5. ensure that no repairs, additions, alterations or adjustments are made to a Vehicle, without SFF’s prior written approval;
    6. replace all tyres that do not meet Warrant of Fitness standards, or are re-treads or have had their structure compromised, with tyres that match the brand and specification provided to the Customer when the Vehicle was delivered to the Customer;
    7. at the Customer’s cost, keep all vehicle fluids and lubricants at their maximum levels using the fluids or lubricants recommended by the Vehicle’s manufacturer;
    8. not alter or interfere with any license plates or other documentation required by law to be carried on or within a Vehicle;
    9. not conceal the Vehicle or alter it or any identifying number or mark of the Vehicle; and
    10. not interfere with, or otherwise alter, any distance measurement equipment, or readings made by such equipment, relating to a
    23. Notification: The Customer must immediately notify SFF of:
    1. any theft, destruction, accident, loss of, fault in or damage to a Vehicle (other than Fair Wear and Tear or trivial faults or damage);
    2. any confiscation or impounding of a Vehicle by a Governmental Authority for any reason;
    3. any change in the name or address of the Customer or the address at which the Vehicle is domiciled; and
    4. any Event of Default

  1. 24. Provision of information: SFF may, from time to time, require the Customer and each Guarantor to provide such information as SFF reasonably requests, including information:
      1. in relation to the financial position of the Customer or any Guarantor, including a copy of that entity’s most recent financial statements (audited where those financial statements are audited);
      2. in relation to a Vehicle or the insurance of a Vehicle; or
      3. to enable SFF to ensure that the Customer and each Guarantor complies with SFF’s know your client requirements and satisfies SFF’s standard identification checks.

        The Customer, and each Guarantor, must provide any information requested by SFF in accordance with this clause 24 to SFF within 5 Business Days of that request.

25.   Signage:

    1. The Customer may affix signage or other advertising or promotional material (Signage) to a Vehicle.
    2. The Customer shall, at its cost, ensure that all Signage is removed, and all evidence of that Signage (including any damage and fading to the Vehicle caused by, or in connection with, that Signage) is repaired in a proper and workmanlike manner when the Lease is terminated.

26.   Registration of Vehicles:

    1. The Customer shall ensure that each Vehicle’s registration, RUC licence and Warrant (or Certificate) of Fitness are current and clearly displayed at all times.
  1. Warrant (or Certificate) of Fitness of Vehicles/RUC: The Customer shall ensure that the Vehicle is in a warrantable condition and has a current Warrant (or Certificate) of Fitness at all If maintenance of Vehicles:
    1. is an Elected Service, SFF shall be responsible for the cost of obtaining all Warrants (or Certificates) of Fitness; or
    2. is not an Elected Service, the Customer shall be responsible for the cost of obtaining all Warrants (or Certificates) of Fitness.
  2. SFF Maintenance: If maintenance is not an Elected Service, the Customer shall, at the Customer’s cost:
    1. subject to clause 22e, arrange and carry out all maintenance, part replacements and repairs strictly in accordance with that Vehicle manufacturer’s recommendations and using authorised representatives of the Vehicle’s manufacturer;
    2. ensure that all maintenance, part replacements and repairs are of the highest standards of good workmanship;
    3. ensure that the Vehicle has safe and legally acceptable tyres (including the spare tyre); and
    4. at the date and time notified by SFF to the Customer (or otherwise in accordance with the Vehicle manufacturer’s specified service intervals), deliver the Vehicle to a SFF approved service centre for
  3. Indemnity: Without limiting any other provision of this Agreement, the Customer will indemnify SFF for all Losses incurred by SFF as a result of:
    1. a breach of clauses 21 to 28 by the Customer; or
    2. any alterations, maintenance or repairs that have been carried out on a Vehicle by a person who is not an authorised representative of the manufacturer or without SFF’s prior written approval.
  4. Representatives: The Customer shall appoint one or more directors, officers, employees or contractors of appropriate seniority as representatives for the purposes of this Agreement (Representatives). The Customer may, by notice to SFF, remove and replace any Representative, but shall ensure that there is no less than one Representative at all times. The Customer authorises each of the Representatives to liaise with SFF for the purposes of this Agreement, including executing any agreement or other arrangement in connection with this Agreement as an authorised

SFF’s rights

  1. Change in circumstances: If:
    1. a change in tax law results in SFF not being allowed a deduction for the depreciation of any Vehicle;
    2. a change in tax law results in a change in the rate, the method of or frequency at which tax is calculated or paid;
    3. SFF is required to incur any expense in order to comply with a request from, or a requirement of, a Government Authority; or
    4. any change in tax law (or in the interpretation or administration of tax law, occurs),

      and SFF’s cost of leasing any Vehicle, service or equipment under this Agreement increases as a result, SFF may, by written notice to the Customer, revise the Lease Payments, the Default Rate or any other charge payable by the Customer to SFF under this Agreement. Any change in the Lease Payment, Default Rate or any other charge will take effect on and from the date on which such notification occurs and the Customer agrees to indemnify SFF against any such increased costs following receipt of notice from SFF.
  1. Telematics: The Customer agrees that each Vehicle may be fitted with GPS and telematics hardware or similar equipment which communicates usage information to and from the Vehicle and back to SFF (Telematics Equipment). The Customer acknowledges that SFF's technology utilises cellular and/or radio signals to transmit data and communications and therefore, privacy and security of transmissions cannot be guaranteed. The Customer:
    1. agrees that SFF may disclose to any affiliated or non-affiliated third party any personal data necessary for performance of this Agreement and/or with regard to the use of the Vehicle; and
    2. authorises and consents to the use of, disclosure of, access to and retrieval of any and all data and information produced or derived from SFF's technology,

      in each case on the basis that it is aggregate information not attributable to or identifiable against the Customer, provided that SFF may disclose to the Customer data collected concerning the Customer’s use of Vehicles. The Customer authorises SFF to use all abovementioned data and information to formulate reports, information and insights on both Vehicle usage and driver behaviour which will be shared with the Customer. SFF will hold the Customer’s tracking data for a period of 12 months after the relevant data is recorded, but may delete the Customer’s tracking data after this period.
  1. Access and Inspection: Without limiting clause a, the Customer shall permit SFF and its authorised representatives to inspect and test any Vehicle at all reasonable times and permits SFF to enter by any means on the premises of the Customer or any other place where the Vehicle may be, or where SFF believes the Vehicle to be, without liability for trespass or otherwise for purposes of inspecting a Vehicle or taking possession of a Vehicle in accordance with this Agreement.

  2. Authorisation: The Customer appoints SFF and its authorised representatives as its attorneys to do all things and execute all documents which:
    1. the Customer is required to do or execute in accordance with this Agreement but fails to do or execute in a timely fashion; or
    2. in the reasonable opinion of SFF, are necessary to be done or executed in order to enforce any of SFF’s rights, or obtain any benefits to which SFF is entitled, under this Agreement.
      The Customer:
    3. declares that an act done by SFF or its authorised representative on the Customer’s behalf under this clause is as valid as if it had been done by the Customer;
    4. ratifies and confirms every act done in good faith by SFF or its authorised representative on the Customer’s behalf in accordance with this clause; and
    5. indemnifies SFF from and in respect of any Losses incurred by SFF as a result of SFF or its authorised representative taking any steps contemplated by this clause.
  1.  
  1. Nature of SFF’s Obligation: SFF may enter into this Agreement (and any related document) as agent for one or more principals (the identity of such principals may or may not be disclosed by SFF to the Customer in SFF’s sole discretion). Where SFF acts as an agent for a principal, all references to SFF in this Agreement shall also be deemed to be references to that principal or those principals.

  2. Intellectual Property: All intellectual property which is owned by, or is proprietary to, SFF at the date of this Agreement shall remain owned exclusively by Any new intellectual property or data which is created as a result of, or in connection with, a Vehicle, any Additional Services, or otherwise in connection with this Agreement, shall be owned by SFF.

  3. Marketing: The Customer acknowledges and agrees that SFF, or a third party on SFF’s behalf, may contact the Customer with information about products, services and special deals offered by SFF or any other third party by post, email or other electronic means.

Title to Vehicle

  1. Title during and after Lease Term: The Customer acknowledges that during and after the Lease Term:
    1. each Vehicle is and shall remain the sole property of SFF or one of its affiliates;
    2. the Customer shall hold each Vehicle as bailee only; and
    3. the Customer shall not, during the Lease Term, own or otherwise hold any other property right or interest in a Vehicle.

Insurance

  1. Application of clauses: If the Customer does not elect to take out insurance offered by SFF in connection with a Vehicle, clauses 40 to 42 shall

  2. Customer to insure: The Customer shall, at its cost, insure and keep insured each Vehicle (and any other vehicle supplied to the Customer under this Agreement) at all times during the Lease Term under a comprehensive policy of insurance with a reputable insurer (to be approved by SFF) for its full insurable value and against any loss or damage by accident, theft, fire and such other risks as SFF may require (including windscreen damage).

  3. Insurance obligations: If the Customer has elected to take out its own insurance of the Vehicle, the Customer shall:
    1. inform the insurer that the Vehicle is the property of SFF and ensure that SFF’s name is endorsed on the insurance policy as the owner of the Vehicle;
    2. duly and punctually pay all premiums and other sums required to keep the insurance effective; and
    3. provide copies of all insurance policies, certificates of currency and receipts relating to the payment of insurance premiums to SFF immediately on demand.
  4. SFF may insure: If the Customer fails to comply with its obligations under clauses 40 and 41, SFF may (in its sole discretion) take out, and maintain, insurance in relation to any Vehicle and the Customer shall indemnify SFF for any costs or expenses incurred by SFF in connection with such

  5. Additional obligations: Notwithstanding whether the Customer or SFF is responsible for insuring the Vehicle, the Customer shall:
    1. provide such information or assistance as SFF (or the insurer) may reasonably require in connection with the insurance of any Vehicle;
    2. comply with all policy conditions relating to the insurance of any Vehicle at all times;
    3. not do, or permit to be done, any acts, matters or things that may (in SFF’s reasonable opinion) cause any insurance policy relating to a Vehicle to be prejudiced, jeopardized or invalidated; and
    4. inform SFF in writing within 24 hours of any event:
      1. relating to the loss of, or damage to, the Vehicle (no matter how it is caused); or
      2. which might lead to a claim under an insurance policy for that
  6. Insurance claims: In relation to any insurance claim relating to a Vehicle (whether the Customer or SFF is responsible for insuring the Vehicle):
      1. the Customer shall, at its cost, provide any statements, information or assistance as SFF (or the insurer) may reasonably require;
      2. SFF may (in its sole discretion) conduct and negotiate such claims, and agree any settlement relating to those claims, with the insurer;
      3. the Customer shall bring, defend, enforce or settle any legal proceedings or claims as SFF (or the insurer) may reasonably require;
      4. the Customer agrees to abide by any settlement or arrangement made by SFF (or the insurer) in relation to such claims; and
      5. all proceeds payable under an insurance policy relating to a Vehicle shall be paid to, or as directed by, SFF and, if the Customer receives any such proceeds, it shall hold those proceeds on trust for SFF and shall pay them to SFF without delay.
  7. Insufficient proceeds of insurance: If the Customer does not elect to take out insurance offered by SFF in connection with a Vehicle and that Vehicle has been stolen or otherwise lost or destroyed and the insurance proceeds received in connection with that Vehicle are less than the value of the Vehicle as at the date of such theft, loss or destruction (as determined by SFF acting reasonably), the Customer shall:
      1. pay the Compensation Amount to SFF, less any proceeds received by SFF or the Customer relating to that Vehicle from the insurer; and
      2. until such time as the amount set out in clause 45a is paid in full, continue paying the Lease Payments and all other amounts owed to SFF under this Agreement in accordance with the relevant
  8. Effect of insurance: Notwithstanding the existence of any insurance policy or the fact that the Vehicle is the property of SFF, the Customer bears all risk arising out of, or in connection with, the possession, use, storage, maintenance and repair of the Vehicle during the Lease Term (including any Losses resulting from the death, injury, loss, theft, destruction, damage, defect or otherwise in relation to any person, the Vehicle or any other property).

Guarantee

  1. Application of clauses: Clauses 48 to 58 shall only apply where there is a Guarantor to this Agreement.

  2. Guarantee: Each Guarantor, jointly and severally guarantees the due payment by the Customer to SFF of all amounts that become owing by the Customer to SFF on any account and the due performance of all other obligations of the Customer to SFF (in each case including, without limitation, under this Agreement). Each Guarantor gives this Guarantee because SFF has agreed, at our request, to enter into this Agreement with the

  3. Liability: Each Guarantor’s liability is that of a principal debtor and SFF may enforce this Guarantee against any Guarantor before exercising its rights against the Customer or any other person and whether or not all Guarantors have signed this Guarantee. Each Guarantor acknowledges that the Guarantor’s liability will not, to the fullest extent permitted by law, be diminished, released, terminated or affected in any way by anything that would normally diminish, release, terminate or affect the Guarantor’s

  4. Continuing guarantee: This Guarantee is a continuing guarantee and remains enforceable against each Guarantor until a release of such Guarantee has been given by SFF even if an event occurs which would otherwise have the effect of releasing a Guarantor from this Guarantee or diminishing or affecting the Guarantor’s liability in any way. By way of example only, each Guarantor remains liable under this Guarantee even if the terms of the Agreement are changed without that Guarantor’s consent, or SFF releases any other Guarantor from its obligations, or if SFF gives the Customer extra time to pay or the fact that SFF may have executed the Agreement as agent for an undisclosed principal. Each Guarantor will remain liable under this Guarantee in relation to future Vehicle Order Schedules whether or not that Guarantor signs any future Vehicle Order Schedule and whether or not any other Guarantors sign any future Vehicle Order Schedule.

  5. No release: Where additional guarantees and/or indemnities are given in respect to the obligations of the Customer under this Agreement by parties other than any Guarantor, no Guarantor will be released from their obligations (their obligations will not be affected in any way) under this Agreement.
  1. Exercise of rights: Each Guarantor agrees to reimburse SFF for all costs and expenses it incurs in exercising or attempting to exercise its rights under this Guarantee (including without limitation all legal costs on a solicitor and own client basis).

  2. Amendments: Each Guarantor acknowledges that the Customer may rent Vehicles or obtain services from SFF additional to those described in the Agreement at the time when the Guarantor signed this Agreement and that each Guarantor’s liability under this Guarantee extends to the Customer’s liabilities in respect of those further Vehicles or services.

  3. Appointment of attorney: Each Guarantor appoints SFF as its attorney to do anything that that the Guarantor (jointly or severally) is required to do under this Guarantee but does not do.

  4. Indemnity: As a separate and additional covenant, each Guarantor jointly and severally agrees to indemnify SFF and keep SFF indemnified against all Losses incurred by SFF as the result of any breaches of this Agreement by the Customer or as a result of any provision of this Agreement being unenforceable for any reason whatsoever.

  5. Assignment: Without limiting clause 89, SFF may assign, absolutely or by way of security, its rights under this Guarantee and references in this Guarantee to SFF include its assigns.

  6. No claim: Each Guarantor agrees that it will not, without the written consent of SFF, exercise any right to be indemnified by the Customer or any other guarantor, claim contribution from any other guarantor, take the benefit of any rights of SFF under this Guarantee, bring proceedings for an order requiring that Guarantor to make a payment, exercise any right of set-off against the Customer or any other guarantor, claim, prove, vote or accept payment in competition with SFF or in any dissolution of the Customer.

  7. Acknowledgement: Each Guarantor acknowledges that the Guarantors are not “Debtors” for the purposes of the PPSA and, to the extent permissible by law, waive any notices or rights of a “Debtor” under the PPSA to the extent inconsistent with this Agreement.

Tax

  1. Liability: The Customer is liable for all Taxes (excluding income tax in respect of SFF's net income), payable or that may become payable in connection with this Agreement or with any supply, payment, receipt or other transaction arising under this Agreement.
  1. GST: All amounts payable under this Agreement are expressed exclusive of Whenever a Taxable Supply is made by SFF to the Customer under this Agreement (including without limitation in consideration for rental, costs or expenses), the Customer shall pay GST in respect of the value of the Taxable Supply to SFF at the rate current when the Taxable Supply is made. Such GST is payable in addition to the GST exclusive amount payable for the Taxable Supply. The amount of GST, and the date on which it is payable, shall be stipulated in the Tax Invoice issued by SFF to the Customer. Reference to any amount payable as “incl GST”, shall only signify the total amount payable at the time when the figure has been inserted and does not prevent SFF from charging any increased GST where the rate of GST changes.

  2. Warranty: The Customer warrants that it is GST registered and that it makes not less than 75% taxable supplies as a proportion of its total supplies in any twelve month period and that the Customer will advise SFF if these circumstances change and in that case SFF may decline to enter into any further Vehicle Order Schedules.
  1. Gross up: If the Customer or a Guarantor is required by law to make a deduction or withholding for or on account of Tax from an amount paid or payable by the Customer or that Guarantor to SFF under this Agreement, the amount in respect of which that deduction, withholding or payment is required to be made is to be increased so that SFF actually receives and retains (free from any liability in respect of any deduction, withholding or payment) a net amount equal to the amount that it would have received and retained had no deduction, withholding or payment been made.

Termination or expiry

  1. Events of Default: SFF may elect to undertake any one or more of the following actions if an Event of Default occurs:
    1. terminate this Agreement and/or any Lease immediately, by written notice to the Customer;
    2. immediately call up any unpaid Lease Payment ;
    3. do all acts and pay all moneys necessary to make good any breach or default of the Customer;
    4. take back possession of the Vehicle and enter by any means on the premises of the Customer or any other place where the Vehicle may be, or where SFF believes the Vehicle to be, without liability for trespass or otherwise;
    5. initiate legal proceedings against the Customer or any Guarantor;
    6. take possession of and sell any Secured Property; and
    7. appoint a receiver to all or any of the Secured Property
  2. Power of sale: In selling all or any of the Secured Property SFF may sell by auction, public tender or private agreement on terms and conditions as SFF thinks desirable and may do everything to complete a sale as SFF thinks

Consequences of expiry or termination of Lease or Agreement

  1. Effect of termination of Lease or Agreement: Expiry or termination of this Agreement or any Lease:
    1. is without prejudice to any other right, power or remedy SFF may have under this Agreement, at law, or otherwise;
    2. shall result in all amounts owing to SFF under this Agreement or the terminated Lease (as applicable) becoming immediately due and payable; and
    3. shall not terminate any clause which is intended to survive the expiry or termination of this Agreement.
  2. Application of proceeds of sale: If an Event of Default occurs and SFF exercises its rights under clauses d and 64 of this Agreement to sell any Secured Property it may apply the proceeds of that sale against any amounts owing by the Customer to SFF under this Agreement. The Customer shall remain liable for any amounts that remain outstanding following the application of proceeds in accordance with this clause.

  3. Compensation for early termination: Without limiting any other provision of this Agreement, if a Lease is terminated prior to the end of the Lease Term specified in a Vehicle Order Schedule for any reason, the Customer shall pay the Compensation Amount to SFF on demand. The Customer acknowledges that the Compensation Amount is a reasonable pre- estimate of the losses that SFF would suffer as a result of the early termination of the Lease.

Warranties

  1. Warranties: The Customer and each Guarantor represent and warrant that, as at the date of this Agreement and upon entry into each Vehicle Order Schedule:
    1. it has the legal capacity to enter into this Agreement and to perform and comply with its obligations under this Agreement and has taken all necessary corporate and other action to authorise the execution, delivery and performance of this Agreement in accordance with its terms;
    2. this Agreement creates obligations which are valid and legally binding on the Customer and each Guarantor;
    3. the Customer’s and each Guarantor’s entry into, and performance of its obligations under this Agreement, does not and will not, breach any law, constitutional documents, or any material agreement affecting the Customer or any Guarantor;
    4. no Event of Default has occurred, or is occurring;
    5. no litigation, arbitration or administrative proceedings have been started or threatened against it;
    6. it has not received, or relied on, any advice, representation, information, condition, guarantee, warranty or undertaking from SFF, or from any person acting, or purporting to act, on behalf of SFF (including as to the description, condition, suitability, quality, fitness for purpose or safety of the Vehicle);
    7. the Customer and any Guarantor have disclosed all information (whether or not such information is publicly available) that is or may be relevant in relation to assessing the Customer’s or any Guarantor's credit standing, ability to obtain credit or their ability to comply with their obligations under this Agreement; and
    8. all information which has been given by or on behalf of the Customer or any Guarantor to SFF was, when given, true, complete and accurate in all material respects.

Indemnity

  1. Indemnity: The Customer indemnifies SFF and its directors, employees and contractors (Indemnified Parties) against all Losses incurred by an Indemnified Party arising from or in connection with:
    1. the Customer’s use of the Vehicle;
    2. the Vehicle itself (including any failure, damage, accident, defect, breakdown, seizure, loss, theft or destruction of any Vehicle);
    3. retaking, or attempting to retake, possession of the Vehicle;
    4. making good any failure by the Customer to comply with any of its obligations under this Agreement;
    5. enforcing its rights under this Agreement;
    6. a breach or non-observance of this Agreement by the Customer or any director, officer, employee, agent or contractor of the Customer;
    7. the occurrence of any Event of Default; and
    8. any willful, unlawful, reckless or negligent act or omission by the Customer or any director, officer, employee, agent or contractor of the
  2. Enforceability by Indemnified Persons: The covenants of the Customer in clause 69 are given for the benefit of, and are enforceable in terms of the Contracts and Commercial Law Act 2017 by, the Indemnified Parties. This Agreement may be varied by the parties to it without the approval of the Indemnified

Limitation of liability

  1. Liability excluded: Notwithstanding any other provision of this Agreement, SFF shall not be liable to the Customer, any Guarantor or any other person for, and the Customer and each Guarantor releases and discharges SFF from any Losses incurred by the Customer or that Guarantor in connection with:
    1. any delay by SFF in accepting a Vehicle Order Schedule or delivering a Vehicle;
    2. any delay or failure by SFF in the performance of its obligations under this Agreement by reason of circumstances beyond SFF’s control;
    3. any Vehicle or its possession, use, misuse, operation, theft, destruction or loss (including the Vehicle or any part of it being unusable, out of order, unserviceable or unsuitable);
    4. any matter in relation to which the Customer has assumed the risk under this Agreement;
    5. any loss of profits, or any consequential, indirect or special Losses suffered by the Customer or any Guarantor, arising directly or indirectly from any breach of this Agreement by SFF or from any negligence or other act or omission of SFF; or
    6. any claim made against SFF by any third party in relation to any of the Notwithstanding any provision of the Contract and Commercial Law Act 2017 or any other provision of this Agreement, the only remedies available to the Customer in connection with any misrepresentation, repudiation, or breach of this Agreement by SFF are the remedies set out in clause 72. The Customer shall not be entitled to terminate this Agreement by reason of any misrepresentation, repudiation, or breach of this Agreement by SFF.
  1. Limitations on liability: Without limiting any other provision of this Agreement: SFF’s total potential liability to the Customer in relation to the supply of Vehicles and Additional Services, if any, under this Agreement is limited to:
    1. in the case of a Vehicle, as determined by SFF, the replacement of the Vehicle, the supply of a like Vehicle, the repair of the Vehicle, the payment of the cost of replacing the Vehicle or of acquiring a like Vehicle or the payment of the cost of having the Vehicle repaired; and
    2. in the case of Additional Services, if any, as determined by SFF, either the supplying of the services again, or the payment of the cost of having the services supplied again.
  2. Time limit: Without limiting any other provision of this Agreement, no claim shall be made by the Customer against SFF in respect of any breach of SFF’s obligations under this Agreement, or otherwise in relation to any Vehicle or Additional Services, unless notice of the claim has been given to SFF by the Customer in good faith and in reasonable detail within 10 Business Days after the Customer becomes aware of the facts or circumstances giving rise to the claim.

  3. Exclusion of Warranties: The Customer acknowledges that:
    1. SFF does not give any warranty or guarantee in relation to any Vehicle or any Additional Service (including in relation to the quality, suitability, usability, description or fitness for purpose of any Vehicle or any Additional Service); and
    2. to the maximum extent permitted by law, all terms, conditions, guarantees and warranties which may otherwise be implied into this Agreement by law, in equity or by statute are excluded.
  4. Consumer law acknowledgements: Each party confirms and acknowledges that;
    1. it is ‘in trade’ and is acquiring the Vehicle and/or Additional Services for commercial purposes;
    2. the provisions of the Consumer Guarantees Act 1993 and sections 9, 12A, 13 and 14 (1) of the Fair Trading Act 1986 do not apply to this Agreement; and
    3. it is fair and reasonable to exclude the statutory provisions set out

Confidentiality

  1. Information: Each party agrees that it will keep confidential, and make no disclosure of any information about the other party (Disclosing Party) which is, by its nature, or is advised by the Disclosing Party in writing to be, confidential and which comes into the that party’s (Receiving Party) possession in connection with this Agreement or any negotiations preceding this Agreement, including the terms of this Agreement (Information).

  2. Exceptions: The Receiving Party is not permitted to disclose Information without the prior consent of the Disclosing Party unless:
    1. the Information becomes publicly available other than by reason of a breach of confidentiality by the Receiving Party;
    2. disclosure is required by law;
    3. disclosure is made to any current or proposed financier or purchaser of either party or to any proposed assignor of a Vehicle or this Agreement, so long as that person has agreed to comply with equivalent confidentiality obligations; or
    4. disclosure is required in order to exercise a right or remedy under this

Privacy

  1. Personal information: The Customer and each Guarantor acknowledges that information (including personal information) may be collected, stored, used or disclosed by SFF:
    1. for the purpose of providing the Vehicles and the Services to the Customer;
    2. for the reasons stated in clauses 34 and 39 of this Agreement;
    3. for debt collection purposes;
    4. in connection with any payment facilities;
    5. in order to determine whether or not SFF will provide or continue to provide credit to the Customer;
    6. as necessary or desirable for SFF to report to or otherwise meet its obligations to its current or proposed financier(s);
    7. in connection with accidents involving the Vehicle and traffic and/or parking related offences; and
    8. in order to determine whether or not SFF will enforce any of its rights under this Agreement (including registering a financing statement on the Personal Properties Securities Register).
    1.  
  1. Acknowledgement: The Customer and each Guarantor acknowledges that any personal information will be held by SFF at its main trading address and that the Customer, each Guarantor and their shareholders and director(s) may obtain access to, and request correction of, any personal information provided to SFF in accordance with the Privacy Act 1993.

  2. Authorisation: The Customer and each Guarantor authorises:
    1. SFF to obtain all information (including personal information) that SFF considers necessary from any person or organisation for the purposes contained in clause 78 above;
    2. any person from whom SFF requests information concerning the Customer or any Guarantor (including personal information), to release that information to SFF; and
    3. SFF to release any such information (including personal information) to any person for the purposes contained in clause 78 above.

Personal Property Securities Act 1999 (“PPSA”)

  1. Security Interest: The Customer agrees and acknowledges that this Agreement creates a Security Interest in each Vehicle and a Security Interest in the Customer’s Personal Property as set out in clause 82 for the purposes of the PPSA as security for the Customer’s obligations to SFF under this Agreement and this Security Interest is registrable on the Personal Property Securities Register. The Customer indemnifies SFF against any costs incurred in maintaining this Security Interest in the Vehicle and the Customer’s Personal Property and exercising any of SFF’s rights under this Agreement or Part 9 of the PPSA (where applicable).

  2. General Security: If required by SFF in the Vehicle Order Schedule, the Customer:
    1. grants SFF a Security Interest in all of the Customer’s present and after acquired Personal Property on the terms and conditions set out in the ADLS General Security Agreement, to be executed by the Customer prior to the Principal Amount being advanced;
    2. mortgages to SFF all the Customer’s estate and interest in the Personal Property; and
    3. agrees that any Personal Property or any proceeds of Personal Property that come into existence after the date of this Agreement will come into existence subject to the Security Interest granted in this
  3. Further Assistance: The Customer must sign and deliver any documents and shall otherwise do anything that SFF requires to ensure that SFF has a perfected first ranking Security Interest in each Vehicle and, if required, Personal Property under the PPSA and the Customer agrees to indemnify SFF for any costs incurred in registering or maintaining that Security Interest and/or exercising any rights including any rights that SFF has under the PPSA.

84.   Contracting Out:

    1. The Customer waives any right to receive a copy of a verification statement in respect of any financing statement or verification statement (as those terms are defined in the PPSA) under the PPSA;
    2. to the extent that Part 9 of the PPSA applies, the Customer agrees that SFF’s rights set out in this Agreement apply despite section 109 of the PPSA and are in addition to any rights that SFF may have under section 109 of the PPSA;
    3. to the extent Part 9 of the PPSA applies, the Customer and SFF agree to contract out of sections 114(1)(a), 133 and 134 of the PPSA; and
    4. to the extent Part 9 of the PPSA applies, the Customer and SFF contract out of the Customer ’s rights under (and the Customer waives its rights under) sections 116, 120(2), 125, 126, 127, 129 and 131 of the PPSA and the Customer waives all rights to object under section 121 of the PPSA.
  1. Change Demand: The Customer must pay or reimburse SFF on demand for SFF’s reasonable costs, including any out of pocket expenses incurred by SFF, in complying with any demand made under section 162 of the PPSA.

  2. Priority: For the purposes of Section 92 of the Property Law Act 2007, the Customer acknowledges that:
    1. the Security Interest secures any further advances up to the stated priority limits; and
    2. the maximum amount for which the security has priority over any subsequent security is the Priority Amount.

This clause is included solely to assist our priority. Nothing in this clause limits the amount secured by any Security Interest given under this Agreement.

 

General

  1. Notices: Every notice or other communication (Notice) for the purposes of this Agreement must:
    1. be in writing; and
    2. delivered to the relevant other party at the address set out in this Agreement (or such other address as may be notified by that other party from time to time); and
    3. delivered in accordance with clause 88 of this
  2. Delivery: A Notice may be given by:
    1. delivery to the physical address of the relevant party, which shall be deemed to be received at the time of delivery;
    2. posting it by pre-paid post to the postal address of the relevant party, which shall be deemed to be received five Business Days after the date of posting; or
    3. sending it by email to the email address of the relevant party, which shall, if no error or bounce-back message is received, be deemed to be delivered at the time of transmission or, if transmitted after 4:30pm on a Business Day, to have been delivered at 9:00am on the next Business

      Email delivery will not be accepted for Notices that purport to terminate a Lease or constitute the exercise of rights on default.

89.   Assignment

    1. The Customer shall not assign, create a Security Interest in, charge, encumber, mortgage, pledge, sell, sub-let, hire out or part with possession or control of a Vehicle or any part thereof, or any Secured Property, or attempt to do so, without SFF’s prior written approval.
    2. The Customer shall not do or omit to do any act which results in, or may result in any lien arising in relation to a Vehicle or any Secured Property and shall protect the Vehicle and all Secured Property from distress and seizure.
    3. Neither the Customer nor any Guarantor shall assign, novate, or transfer (whether absolutely or by way of security) all or any part its rights, interests or obligations under this Agreement (whether in respect of a Vehicle or otherwise) to any person at any time without SFF’s prior written approval.
    4. SFF may assign or transfer (whether absolutely or by way of security) all or any part of its rights, interests or obligations under this Agreement to any person at any time, without the Customer’s
  1. Severability: If any provision of this Agreement is, or becomes unenforceable, illegal or invalid for any reason it shall be deemed to be severed from this Agreement without affecting the validity of the remainder of this Agreement and shall not affect the enforceability, legality, validity or application of any other provision of this

  2. Joint and several liability: Any term of this Agreement which binds more than one party binds the relevant parties jointly and severally.

  3. Costs: The Customer shall reimburse SFF for all costs, charges and expenses incurred by SFF in connection with the negotiation, preparation, execution, registration, completion and enforcement of this Agreement, including any legal or other third party costs and any other costs or fees.

  4. Rights and powers cumulative: The rights, powers and remedies provided in this Agreement are cumulative with, and are not exclusive of, any rights, powers or remedies at law or in equity unless specifically stated.

  5. No Waiver: No failure or forbearance by SFF, to exercise, or delay in exercising, (in whole or in part) any right, power or remedy under, or in connection with, this Agreement shall operate as a waiver of that right, power or remedy. A waiver of any breach of any provision of this Agreement shall not be effective unless that waiver is in writing and is signed by the party against whom that waiver is A waiver by SFF of any breach by the Customer shall not be, or be deemed to be, a waiver of any other or subsequent breach.

95.   Variation:

    1. No amendment to any Vehicle Order Schedule is effective unless the Customer has requested that SFF provide a Variation Schedule and that Variation Schedule has been signed by each of the parties.
    2. SFF may amend these Terms from time to time by putting the varied terms on its website from time to time.
    3. SFF may amend the Additional Services Schedule, the “SFF Fair Wear and Tear Policy” and the Fees & Charges Schedule and any other documents referred to in these Terms by updating those documents on SFF’s website from time to time.
    1.  
  1. Counterparts: This Agreement may be executed in one or more counterparts and an exchange of scanned or other electronic copies of this Agreement executed by the parties is valid and sufficient execution. All executed counterparts constitute one document.

  2. Governing Law: This Agreement is governed by the laws of New Zealand. Both parties agree to submit to the non-exclusive jurisdiction of the courts of New Zealand.

Definitions and interpretation

  1. Definitions: Unless the context otherwise requires, the following words and terms have the following meanings:

ADLS General Security Agreement means the ADLS General Security Agreement ref 6301.

Additional Services means those additional services offered by SFF in connection with an Agreement in accordance with the Additional Services Schedule.

Additional Services Schedule means the Additional Services Schedule available on SFF’s website or by request from SFF (as amended by SFF from time to time).

Agreement means each Vehicle Lease Agreement constituted by the Terms and a Vehicle Order Schedule and any associated Final Payment Schedule, Sale and Leaseback Quote, Additional Services Schedule, Variation Schedule and where a General Security is provided the ADLS General Security Agreement entered into between the parties from time to time, and references to “this Agreement” will be construed accordingly. Entry into each Vehicle Order Schedule shall be a separate Agreement.

Customer means the Customer set out in the Vehicle Order Schedule.

Business Day means a day, other than Saturday and Sunday, on which SFF’s bank is open for business in Auckland, New Zealand.

Compensation Amount means an amount equal to the aggregate of:

  1. the present value, as at the Termination Date, of the unpaid Lease Payments owing to SFF in respect of the remainder of the Lease Term;
  2. the value of the Vehicle as at that date as determined by SFF;
  3. all other amounts outstanding under this Agreement;
  4. break

The present values referred to above shall be determined by applying a discount rate consistent with a fair return (as determined by SFF).

Date of Agreement has the meaning given to that term in clause 5.

Default Rate means the default interest rate detailed in the relevant Vehicle Order Schedule.

Delivery Date means the date the Customer signs the Delivery Receipt.

Delivery Receipt means the form signed by the Customer on delivery of a Vehicle.

Elected Services has the meaning given to that term in clause 12.

Event of Default means any of the following events:

    1. the Customer fails to make any payment due to SFF under this Agreement on its due date;
    2. the Customer fails to comply with any lawful direction of SFF in connection with a Vehicle;
    3. any insurance policy relating to a Vehicle is cancelled as a result of any act or omission of the Customer;
    4. the Customer fails to comply with any written notice delivered by SFF which requires the Customer to remedy a breach of any of its other obligations under this Agreement within 10 Business Days of receipt of that notice (time being of the essence);
    5. any execution or distress is levied or issued or threatened against the Vehicle or any Secured Property or the Customer allows any judgment or order for payment of money against the Vehicle or any Secured Property to remain unsatisfied for more than 48 hours, or any lien is lawfully claimed over the Vehicle or any Secured Property, or, in SFF’s opinion, the Vehicle or any Secured Property is at risk of being seized, taken or becoming subject to any Security Interest, or is otherwise in jeopardy;
    6. where the Customer is a company which is not publicly listed, there is an issue, sale, transfer or other disposition of any shares in the Customer which has the effect of altering the effective control of the Customer without SFF’s prior written consent;
    7. the Customer makes any arrangement or general assignment, compromise or composition with its creditors, or any application for the appointment of a liquidator or winding up is made in respect of the Customer (except for the purposes of, and followed by, a solvent reconstruction, merger or consolidation that SFF has approved in writing);
    8. a receiver of any of the Customer ’s assets is appointed or the Customer is insolvent, stops payment or is unable to pay its debts when they fall due, or is presumed unable to pay its debts in accordance with any applicable legislation;
    9. any representation or warranty made by the Customer in connection with this Agreement proves to be incorrect in any material respect (as determined by SFF in its sole discretion);
    10. SFF considers, in its sole discretion, that there is or has been a material adverse change in the Customer’s business, assets or financial position or the Customer’s ability to maintain its obligations under this Agreement is threatened;
    11. the Customer is declared at risk pursuant to the Corporations (Investigation and Management) Act 1989, or a statutory or judicial manager is appointed, or any step taken with a view to any such appointment in respect of the Customer;
    12. the Customer attempts to sell, lease, hire out, dispose of, distress, or encumber or endanger or jeopardise a Vehicle in any way;
    13. prior to the Termination Date, the Customer purports to terminate the Lease or returns to SFF or abandons any Vehicle;
    14. a competing Security Interest is claimed over any Vehicle or Secured Property by a party other than SFF;
    15. the Customer commits an Event of Default under any other agreement between SFF and the Customer; or
    16. any of the events listed in i or vi – xi or xv occurs in relation to any
    1.  

Extra Items means any extra items to be installed or provided with a Vehicle as set out in the Vehicle Order Schedule.

Fair Wear and Tear means deterioration in the mechanical order of a Vehicle that is reasonably consistent with the careful maintenance of that Vehicle during the Lease Term and such deterioration or blemishes to the appearance of the Vehicle as is reasonably consistent with careful use by of the Vehicle by the Customer as more particularly defined in the “SFF Fair Wear and Tear Policy” which is available on SFF’s website or by request from SFF (as amended from time to time).

Fees & Charges Schedule means the fees and charges schedule available on SFF’s website or by request from SFF (as amended from time to time).

Final Payment Schedule means the payment schedule delivered to the Customer on or after the Delivery Date.

Government Authority means any minister, department of state, government authority, regional council, territorial authority or other statutory authority having jurisdiction or authority to perform or exercise functions or powers under or pursuant to any statute (and, for the avoidance of doubt, include the New Zealand Transport Authority and the New Zealand Police).

GST means goods and services tax chargeable in accordance with the Goods and Services Tax Act 1985 and includes, but is not limited to, any penalty, interest or other amount charged, imposed or levied on or in respect of goods and services tax.

Guarantee means the guarantee and indemnity set out in clauses 47 to 58.

Guarantor means each Guarantor set out in the Vehicle Order Schedule.

Lease means the lease of a Vehicle and Extra Items by SFF to the Customer (including the provision of any Elected Services) in accordance with these Terms, the relevant Vehicle Order Schedule and the remaining provisions of this Agreement.

Lease Payment means each amount specified in the Vehicle Order Schedule.

Lease Term means the Lease Term set out in the Vehicle Order Schedule unless otherwise terminated or extended in accordance with this Agreement.

Losses means all costs, losses, liabilities (including legal and other professional expenses on a full indemnity basis and GST and similar taxes), claims, proceedings, actions, demands, damages, fines and penalties.

PPSA means the Personal Property Securities Act 1999. Personal Property has the definition as set out in the PPSA. Representative has the meaning given to that term in clause 30.

Security Interest has the meaning given to that term in the PPSA.

Secured Property means a Vehicle and any personal property which the Customer has granted a Security Interest over.

Tax Invoice has the meaning given to it in the Goods and Services Tax Act 1985 and includes credit notes and debit notes.

Taxable Supply means a supply of goods or services that is charged with GST in accordance with the Goods and Services Tax Act 1985.

Taxes means any present or future tax, levy, impost, duty, rate, charge, fee, surcharge, deduction or withholding of any nature whether direct or indirect together with any interest, penalty, charge, fee, additional tax, cost, expense, or fine imposed on or in respect of, or incidental or related to, the imposition of any of the foregoing.

Termination Date means the date on which this Agreement ceases, whether by expiry of the Lease Term or otherwise.

Terms means these Vehicle Master Lease Terms & Conditions.

Variation Schedule means a schedule where the parties have expressly agreed in writing to amend, modify, vary, override or replace a Vehicle Order Schedule.

Vehicle includes any motor vehicle, truck, trailer, tractor, or any other machinery purchased by SFF (including all tyres, accessories and equipment affixed thereto or supplied therein) and leased to the Customer under a Lease.

Vehicle Order Schedule means a document by which the Customer orders a Vehicle to be leased from SFF in the form appended to these Terms or such other form as required by SFF.

Warrant (or Certificate) of Fitness means the warrant (or certificate) issued by an authorised inspection agent (or approved testing station) warranting (or certifying) that the Vehicle is fit to be operated on the roads.

 

  1. Compliance with terms: Each Lease and this Agreement will be interpreted and complied with strictly and time shall be of the essence in respect of the obligations of the Customer.
  2. Interpretation: Unless the context otherwise requires:
      1. headings are to be ignored in construing this Agreement;
      2. the singular includes the plural and vice versa;
      3. a reference to a statute or other law includes regulations and other instruments under it and amendments, re-enactments or replacements of any of them;
      4. reference to any document includes reference to that document as amended, novated, supplemented, or replaced from time to time;
      5. reference to a party, person or entity includes:
        1. an individual, partnership, firm, company, body corporate, corporation, association, trust, estate, state, government, Government Authority and any other entity, whether incorporated or not (in each case whether or not having a separate legal personality); and
        2. an employee, director, agent, contractor, successor, permitted assign, executor, administrator and other representative of such party, person or entity;
      6. a right or power may be exercised from time to time and at any time;
      7. “written” and “in writing” include any means of reproducing words, figures or symbols in a tangible and visible form;
      8. references to money are to New Zealand dollars;
      9. references to times of day or dates are to New Zealand times and dates;
      10. each schedule, attachment and document referred to in this Agreement forms part of this Agreement;
      11. if there is any ambiguity or inconsistency between a provision in:
        1. any Vehicle Order Schedule and these Terms, the Vehicle Order Schedule shall prevail; and
        2. these Terms and any other agreement between SFF and the Customer, these Terms shall prevail;
      12. any word or expression cognate with a definition in this Agreement has a meaning corresponding or construed to the definition;
      13. any obligation not to do anything will be deemed to include an obligation not to suffer, permit or cause that thing to be done; and
      14. “including” and similar words do not imply any limitation.
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