1.1. In these terms and conditions except where the context otherwise requires:
(a) “SHA” means Specialist Height Access Pty Ltd ABN 33 126 294 746;
(b) “Agreement “ means this agreement;
(c) “Client” means the person to whom Goods and or Services are supplied by SHA;
(d) “Contract Sum” means all monies payable by Client to SHA for the Goods and Services;
(e) “Goods “means the goods to be supplied by SHA to the Client;
(f) “Interest Rate” means the annual rate equal to the Commonwealth Bank (CBA) overdraft interest rate: quarterly charging cycle plus 5%
(g) “Payment Plan” means the payment plan for the Contract Sum specified in the Work Order;
(h) “Rates” means the rates charged by SHA for Goods and Services as specified in the Work Order;
(i) “Services” means the services to be supplied by SHA to the Client;
(j) “Guarantor” means that person (or persons), or entity who agrees herein to be liable for the debts of the client and includes all directors of the Client where the Client is a corporation and where the Client is a trust all trustees of the trust and all directors of the trustee if there is a corporate trustee of the trust.
(k) “Site” means the location where the Works for the Client are carried out;
(l) “Work Order” means the work order provided by SHA to the Client;
(m) “Works” means the Goods and Services specified in the Work Order.
2.1. These terms and conditions replace any previous terms and conditions concerning the Works.
2.2. Any order or instructions received by SHA from the Client for the supply of Goods or Services shall constitute acceptance of the terms and conditions in the Agreement.
2.3. The Client’s acceptance of Goods or Services supplied by SHA shall constitute acceptance of the terms and conditions in the Agreement.
2.4. Unless otherwise agreed in writing by SHA any terms and conditions of the Client’s order deviating from or inconsistent with these terms and conditions are expressly rejected by SHA. Any variations to these terms and conditions not expressly agreed to in writing by SHA shall have no effect.
2.5. A quotation shall not constitute an offer to sell Goods or Services to the Client. No contract for the supply of Goods or Services shall exist between SHA and the Client unless the Client’s order for Goods and Services has been accepted by SHA. SHA may accept or refuse any order for Goods or Services in its absolute discretion and may make its acceptance of an order conditional upon it receiving a satisfactory credit assessment of the Client.
2.6. Once an Order from a Client has been accepted by SHA, the Order cannot be cancelled or amended by the client without SHA’s written consent and the same has to be undertaken by SHA no later than seven (7) days from the acceptance of the order.
2.7. SHA may vary these terms and conditions by notice in writing to the Client. The Client agrees that the purchase of any Goods or Services after the date of a notice of variation will be deemed to be an acceptance of such varied terms and conditions.
2.8. Should there be any variation to any of the information supplied by the Client to SHA concerning the structure or nature of the Client’s business (such as a conversion to or from a Company or Trust) the Client shall forthwith notify SHA in writing.
2.9. SHA’s agents or representatives are not authorised to make any representations, or statements on behalf of SHA and SHA shall not be liable for any unauthorised representations or statements made by SHA’s agents or representatives.
2.10. In the event that the whole or any part or parts of any provisions in this agreement should be held to be void or unenforceable in whole or in part such provision or part thereof shall to that extent be severed from these terms and conditions but the validity and enforceability of the remainder of these terms and conditions shall not be effected.
2.11. SHA reserves the right to sub-contract the manufacture or supply of the Goods or any part thereof to a third party.
2.12. SHA reserves the right to sub-contract the supply of the Services or any part thereof to a third party.
2.13. SHA must complete the Works in accordance with the terms of the Agreement.
2.14. SHA must comply with all laws and all lawful requirements of any statutory or other authority with respect to carrying out the works.
2.15 SHA Normal Rates only apply between 0700-1700 Monday to Friday. A standard shift is 8 hours. Overtime rates are applicable for any hours spent over and above a standard shift.
3. Price and Payment
3.1. The Goods and Services are as described on the invoices, quotation, Work Order or any other work commencement forms provided by SHA to the Client.
3.2. The Client must pay SHA the Rates for the Goods and Services adjusted for any additions requested by Client. The price of additional goods and services will be calculated on the basis of the Rates.
3.3. The Contract Sum for the Goods and Services shall be indicated on invoices provided by SHA to the Client in respect of Goods and Services supplied.
3.4. Where a price for Goods has been quoted by SHA that price shall be binding upon SHA provided that the Goods are delivered to and accepted by the Client within thirty (30) days of the quotation.
3.5. SHA shall be entitled to alter the price of Goods in the invoice or contract price as a consequence of currency fluctuations, and alterations in taxes, customs duty or other government imposts without any written notice provided to the client.
3.6. The price of Goods and Services shall be increased by the amount of any GST and other taxes and duties which may be applicable, except to the extent that the taxes and duties are expressly included in any quotation given by SHA.
3.7. Unless expressly stated by SHA the price for Goods and Services does not include the removal of hard water staining, scraping acid cleaning of windows. In the event the Client requests these services SHA shall be entitled to charge the Client the Rates for the Services.
3.8. Where the Goods or Services are provided by SHA in parts or by instalments SHA shall be entitled to invoice Client for the Goods and Services upon delivery to the Client.
3.9. Payment for Goods and Services must be made by cash, or by cheque, or by bank cheque, or by direct credit, or by any other method as agreed to between SHA and the Client.
3.10. The Contract Sum must be paid by the Client to SHA in accordance with the Payment Plan. If there is no Payment Plan the Contract Sum must be paid within 14 days of the date of issue of each invoice for Goods and Services.
3.11. Where the Contract Sum is paid by cheque and on presentation of that cheque SHA incurs a dishonour fee the Client must pay to SHA a sum equivalent to any dishonour fee incurred by SHA.
3.12. Where the Contract Sum is paid by credit card SHA will charge the Client a credit card transaction fee. This fee is equal to the fee charged to SHA by SHA’s bankers and the credit card provider in relation to the credit card transaction.
3.13. If the Client does not pay the Contract Sum or any payment under the Payment Plan by the due date, the Client shall:
(a) pay to SHA interest on monies due to SHA charged on a daily basis at the Interest Rate from the due date for payment until the actual date of payment; and
(b) pay to SHA an administration fee which shall be the greater of $50.00 or 10.00% of the amount overdue on each unpaid invoice (up to a maximum of $200.00). SHA and the Client agree that the administration fee is a reasonable liquidated cost of administering an additional payments ; and
(c) pay all legal costs (on a solicitor/client indemnity basis), stamp duties and other expenses incurred by SHA in order to recover the monies due and payable by the client to SHA
4. The Works and Delivery
4.1. Client must provide SHA unrestricted access to the Site to permit SHA to undertake the Works.
4.2. Delivery of the Works to a third party nominated by the Client is deemed to be delivery to the Client for the purpose of this agreement.
4.3. The Works shall be deemed to be complete when the Works have been completed in accordance with any plans, instructions and specifications supplied by the Client to SHA.
4.4. SHA shall not be obliged to obtain a signed receipt or other acknowledgement from any person at the nominated place for delivery of Goods but if a signed receipt or other acknowledgement is obtained from someone believed by the SHA to be authorised by the Client to sign or otherwise take delivery, then such signed receipt or other acknowledgement shall be conclusive evidence of the Client’s acceptance of the Goods delivered.
4.5. Any notified times for delivery are estimates only and SHA shall not be liable to the Client for any failure to deliver or for delay in delivery of Goods occasioned by strike, lockout or other industrial dispute, shortage of stock, shortage of labour, lack of skilled labour, delays in transit, fire, flood, hostility, civil commotion or any other cause whatsoever whether or not beyond the control of SHA.
4.6. Client shall not be relieved of any obligation to accept or pay for Goods by reason of any delay in delivery.
4.7. SHA reserves the right to deliver Goods by instalments and each instalment shall be deemed to be sold under a separate contract. Failure to deliver any instalment or deliver any instalment on time shall not entitle the Client to repudiate the contract in whole or in part.
4.8. SHA shall not be liable to the Client for any loss or damage attributable to failure by SHA to deliver the Goods or Services..
4.9. SHA shall not be liable for any loss or damage whatsoever due to failure by SHA to deliver the Works (or any part) promptly or at all.
5. Height Safety Systems
5.1. If the Works include the provision of a height safety system SHA will provide the Client with an interim certification of the system upon completion of the installation for six (6) weeks and subject to payment of the Contract Sum will issue a twelve (12) month certification of the height safety system.
5.2. The Client acknowledges that all height safety systems must be certified annually in accordance with Australian Standards. The Works do not include the annual certification of the height safety system unless specified in the Work Order.
6. New Materials and Rubbish
6.1. Unless specified in the Work Order to the contrary:
(a) only suitable new materials will be used by SHA in the Works; and
(b) on completion of the Works SHA shall remove from the Site all rubbish, vegetation, demolished or dismantled structures and any surplus Goods. All demolished or dismantled structures will become the property of SHA and Client agrees to transfer all rights and title in the demolished or dismantled structures to SHA at no cost. SHA may sell or dispose of the structures or utilise the structures for SHA’s benefit.
7. Passing of Risk and Title
7.1. The full risk of loss or damage to the Goods will pass from SHA to the Client on their delivery to the Site.
7.2. If any of the Works are damaged or destroyed following delivery but prior to ownership passing to the Client, the Client assigns to SHA all rights and title to any claim that SHA has or may have against any insurer in connection with loss or damage to the Works. The Client shall at the time that it makes any claim on an insurer in connection with the loss or damage to the Goods notify that insurer of the assignment of rights pursuant to this clause.
7.3. The parties agree that title to the Goods does not pass to the Client until SHA has been paid all amounts it is owed by the Client. Until such payment has been received, the Client holds the Goods as bailee for SHA and is to properly store, protect and insure the Goods.
7.4. The Client agrees that it will store the Goods separately from other goods or products which have not been supplied to it by SHA.
7.5. The Client will not allow any Goods to become the subject of any charge, lien or other encumbrances whether by operation of law or otherwise until title to them has passed to the Client. Notwithstanding this clause, the Client may sell the Goods to a third party in the ordinary course of its business but will receive and hold money received for the sale of those Goods in trust for SHA and will keep such money in a separate account until all the Client’s liabilities to SHA are discharged.
7.6. If the Goods are incorporated (by manufacture, construction, attachment or otherwise) into other items, then the Client will hold such part of the money it receives for the sale of those items as relates to the products, in trust for SHA. Such part will be deemed to equal in dollar terms the amount the Client owes to SHA at the time of the receipt of the sale money.
7.7. SHA may by notice in writing to the Client demand the return of the Goods to SHA at any time before title in the Goods passes to the Client where the Client has failed to pay any money owing to SHA by the due date for payment. Upon receipt of any demand to return the Goods the Client must:
(a) immediately provide unrestricted access to the Site and any location where the Goods are stored to allow SHA to inspect the Goods; and
(b) make the Goods available to SHA for inspection; and
(c) immediately deliver up the Goods to SHA; and
(d) permit SHA to take possession of the Goods.
7.8. The Client shall remain liable to SHA for the Contract Sum despite any demand by SHA for the delivery up of Goods pursuant to clause 7.7.
8. Intellectual Property
8.1. Where SHA has developed concepts, designs and drawing for systems or processes for the Client the copyright in all concepts, designs and drawing shall remain vested in SHA, and shall only be used by the Client at the SHA’s discretion.
8.2. Where the Client has supplied concepts, designs and drawing to be used by SHA the Client assigns to SHA all rights and title to the concepts, designs and drawing (including all copyright, design right or other intellectual property in them).
8.3. The Client warrants that all concepts, designs and drawing provided to SHA will not cause SHA to infringe any patent, registered design or trademark in the execution of the Works.
9.1. The Client shall inspect the work on delivery, and shall within seven (7) days of delivery notify SHA in writing of any alleged defect, shortage in quantity, damage or failure to comply with description, quote or Work Order.
9.2. The Client to provide SHA an opportunity to inspect the Works within a reasonable time upon receipt of the written notification as stipulated in the above Clause 9.1
9.3. If the Client fails to comply with clause 9.1 or 9.2 the Works shall be presumed to be free from any defect or damage and the Client releases SHA from all claims, loss, damage and proceedings which the Client has or may have in relation to defects in the Works or any shortage in Goods.
10.1. Subject to Clauses 10.2 and 10.3, SHA warrants that if any defect in any materials supplied by SHA or workmanship of SHA becomes apparent and is reported to SHA within twelve (12) months of the date of delivery (time being of the essence) then SHA will either (at SHA’s sole discretion) repair the defective materials or remedy the workmanship.
10.2. The warranty provided by SHA does not apply to any damage or defect caused or partly caused by or arising out of or as a consequence of:
(a) any failure on the part of the Client to properly maintain the Works; or
(b) fair wear and tear, or
(c) failure on the part of the Client to follow any instructions or guidelines provided by SHA; or
(d) modification of the Works by the Client or at the request of the Client; or
(e) modification of the Works by any person or entity other than SHA; or
(f) use of any Goods otherwise than for any application specified in the Work Order; or
(g) the continued use of any Goods or the Works after any defect becomes apparent or would have become apparent to a reasonably prudent operator or user; or
(h) accidental damage; or
(i) act of God.
10.3. SHA provides no warranty in respect of materials used in the Works unless the materials are manufactured by SHA. SHA accepts no responsibility for warranties provided by manufacturers of materials used by SHA in the Works.
11. Default by Client
11.1. Without prejudice to any other remedies SHA may have, if at any time the Client is in breach of any obligation (including those relating to payment) under the Agreement, SHA may:
(a) suspend the provision of service or the supply of goods to the Client ;and
(b) immediately terminate the Agreement;
and SHA will not be liable to the Client for any loss or damage the Client suffers because SHA has exercised its rights under this clause.
11.2. In the event of any default or failure by the Client in making due and punctual payment to SHA of any moneys owing by the Client:
(a) an administrator, liquidator or provisional liquidator is appointed in respect of the Client;
(b) a receiver and manager, administrator or controller is appointed in respect of any assets or groups of assets of the Client;
(c) the Client goes into bankruptcy or is wound up;
(d) the Client becomes, admits in writing that it is, or is declared by a court to be unable to pay it debts as and when they fall due, or
(e) there is a breach by the Client of any of the terms and conditions of the Agreement, or
then all monies payable by the Client to SHA shall become immediately due and payable notwithstanding the due date of payment shall not have expired, and SHA may without prejudice to any other rights it may have do any or all of the following:
(f) withdraw any credit facilities which may have been extended to the Client; and
(g) withhold any further deliveries of Goods or Services; and
(h) in respect of Goods already delivered to the Client recover and resell the Goods ; and
(i) recover from the Client the cost of materials or Goods acquired by SHA for the Works; and
(j) cease to supply Goods or Services to the Client.
12.1. Each of the Client and the Guarantor acknowledge that information was provided by them to SHA for valuation by SHA of the financial standing and credit worthiness of the Client and the Guarantor and do hereby:
(a) warrant that the information provided is true and correct;
(b) authorise SHA to make such enquiries and receive such information from the bankers and business referees nominated to SHA by either the Client or the Guarantor and otherwise from anyone as SHA may consider necessary;
(c) acknowledge that SHA has informed the Client and Guarantor in accordance with the Privacy Act 1988 as amended, that certain items of personal information, including an opinion, about them is permitted to be kept on a credit information file and might be disclosed to credit reporting agencies;
(d) in accordance with the Privacy Act 1988 as amended:
(i) agree to SHA obtaining from a business which provides information about the commercial credit worthiness of persons, information concerning the commercial activities or commercial credit worthiness of the Client or Guarantor and using such information for the purpose of assessing the credit worthiness of the Client and the Guarantors;
(ii) authorise SHA to exercise the rights of the Client and Guarantors to access their credit information files and credit reports;
(e) agree that SHA may give to and seek from any credit providers (whether or not nominated by the Client or the Guarantor) reports and information that have any bearing on the credit worthiness, credit standing, credit history or credit capacity of the Client and the Guarantor for any of the following purposes:
(i) to assess an application by the Client or Guarantor for credit or commercial credit;
(ii) to notify other credit providers of a default by the Client or Guarantor;
(iii) to exchange information with other credit providers as to the status of the Client’s account or whether the account is in default;
(iv) to assess the credit worthiness of the Client or Guarantor at any time;
(v) to assess whether to continue to supply credit to the Client;
(f) agree that SHA may seek, from a credit reporting agency, a credit report containing personal information about the Client or Guarantor; to assess whether to accept any credit application by the Client;
(g) agree that these authorisations shall continue to have effect for the duration of the period during which credit or commercial credit is provided or sought by the Client from SHA.
13. Limitation of Liability
13.1. Notwithstanding any other provision of the Agreement to the contrary, to the maximum extent permitted by law, SHA will not be liable to the Client for Consequential Loss, whether arising out of or in connection with the Agreement, under statute, in tort (for negligence or otherwise) or any other basis in law or equity.
13.2. For the purposes of Clause 13.1, “Consequential Loss” means loss of profits, loss of goodwill, brand damage, loss of anticipated savings, loss of business or loss of data.
13.3. Notwithstanding any other provision of the Contract to the contrary to the maximum extent permitted by law, SHA’s total aggregate liability to the Client, whether arising out of or in connection with the Agreement (including the performance or non-performance of the Works), under statute, in tort (for negligence or otherwise) or any other basis in law or equity, is limited to an amount equal to the Contract Sum (the “SHA’s Limitation”).
13.4. Where any condition, guarantee, warranty or liability is implied by law, to the extent permitted by law SHA’s liability is limited to:
(a) Replacing the Goods and Services; or
(b) Supplying equivalent Goods and Services; or
(c) Issuing a credit to the value of the Goods and Services.
13.5. The Client agrees that if any Goods are defective they will return all the relevant Goods to SHA’s approved courier (which freight will be at SHA’s cost if the Goods are faulty but otherwise at the Client’s cost).
14. Personal Properties Securities Act
14.1. In this clause, capitalised terms which are not defined have the same meaning contained in the Personal Properties Securities Act (2009) (Cth), any consequential or amending acts and any regulations (collectively the PPSA).
14.2. Without limiting the rights of SHA to vary these terms on notice, the Client agrees that it will do all things necessary, including signing any further document to ensure that the rights of SHA under these terms are not diminished by the PPSA. The Client appoints SHA as its attorney for the purposes of this clause.
14.3. To secure the payment of all monies owing by the Client to SHA, the Client grants to SHA a Security Interest in
(a) all Goods supplied to the Client under these terms (“Collateral”); and
(b) the Proceeds arising from such sale if the Client sells the Collateral whether or not such sale is permitted by these terms,
14.4. In respect of the PPSA:
(a) the parties contract out of each provision which section 115(1) or 115(7) of the PPSA permits them to contract out, other than:
(i) Sections 117 and 118 of the PPSA(relationship with land laws);
(ii) Sections 128(secured party may dispose of collateral) and 129(disposal by purchase) of the PPSA;
(iii) Sections 134(1) and 135 of that Act(retention of collateral);
14.5. The Client waives each right to receive a notice which section 144 or 157(3) of the PPSA that permits the Client to waive; and
14.6. To the extent permitted by law, the Client waives its rights to receive anything from SHA under section 275 of the PPSA and agrees not to make any request of SHA under that section.
14.7. The Client and SHA agree that neither party will disclose any information of the kind referred to in section 275(1) of the PPSA unless section 275(7) of the PPSA applies in which case SHA may disclose such information.
14.8. If SHA determines that this Agreement or any transaction under it is or contains a security interest(within the meaning of the PPSA) then the Client will do anything which SHA reasonably requests(including but not limited to obtaining consents, signing or producing documents, obtaining documents signed or completed and supplying information) for the purpose of ensuring that any security interest is enforceable, perfected and otherwise effective, and enabling SHA to apply for registration or give any notification in connection with that security interest.
14.9. If SHA in this Agreement or otherwise consents to the renting and or sub-leasing or otherwise parting with possession of the Goods in circumstances which gives rise to a security interest(within the meaning of the PPSA) in favour of the Client it is a condition of that consent that the Client:
(a) registers that security interest on the Personal Property Security Register maintained pursuant to the PPSA with the highest priority available in the circumstances; and
(b) provides promptly to SHA any certification, information or documentation that SHA may reasonably request from to time to time in respect of such registration.
15.1. In this Agreement the expressions “GST”, “Input tax credit”, “tax invoice”, “recipient” and “taxable supply” have the meanings given to those expressions in the A New Tax System (Goods and Services Tax) Act 1999.
15.2. Unless otherwise expressly stated the Rates are exclusive of GST.
15.3. If GST is imposed on any supply made under or in accordance with these terms and conditions, the recipient of the taxable supply must pay SHA an additional amount equal to the GST payable on or for taxable supply. Payment of the additional amount will be made at the same time as payment for the taxable supply subject to the provision of a tax invoice.
16. Security of Payments
16.1. In this Agreement Security of Payment Legislation means legislation applying in the jurisdiction where the Works take place, that has amongst its objectives the creation of a statutory entitlement to progress payments for the performance of construction work or provides procedures for determining or securing payment of that entitlement, pending any final assessment under the relevant construction contract including the Building and Construction Industry Security of Payment Act 1999 (NSW), the Building and Construction Industry Security of Payment Act 2002 (Vic), the Building and Construction Industry Payments Act 2004 (Qld), the Construction Contracts Act 2004 (WA), the Construction Contracts (Security for Payment) Act 2004 (NT), the Building and Construction Industry Security of Payment Act 2009 (SA), Building and Construction Industry Security of Payment Act 2009 (Tas) or the Building and Construction Industry Security of Payment Act 2009 (ACT).
16.2. Where Security or Payment Legislation applies to the Works:
(a) SHA may submit a progress claim for the Goods and Services can be made on the 25th day of each month;
(b) unfixed goods and materials may be included in the value of work in a progress claim.
17. Dispute Resolution
17.1. If a difference or dispute (together called a ‘dispute’) between the parties arises in connection with the subject matter of the Agreement, including a dispute concerning a claim:
(a) in tort;
(b) under statute;
(c) for restitution based on unjust enrichment or other quantum merit; or
(d) for rectification or frustration,
(e) or like claim available under the law governing the Agreement,
then either party shall, by hand or by registered post, give the other a written notice of dispute adequately identifying and providing details of the dispute.
17.2. Within 14 days after receiving a notice of dispute, the parties shall confer at least once to resolve the dispute or to agree on methods of doing so. At every such conference each party shall be represented by a person having authority to agree to such resolution or methods. All aspects of every such conference except the fact of occurrence shall be privileged.
17.3. If the dispute has not been resolved within 28 days of service of the notice of dispute, nothing shall then prejudice the right of a party to institute proceedings to enforce payment due under the Agreement or to seek injunctive or urgent declaratory relief within the jurisdiction of the New South Wales Court.
18. COVENANTS BY THE CLIENT
18.1. In consideration of SHA selling to the Client Goods or providing Services on credit, the Client as beneficial owner does hereby charge all and every undertaking and all of its assets of whatsoever nature and wheresoever situate both present and future with the payment to SHA of all moneys now or hereafter to become owing or payable to SHA by the Client.
18.2. The charge hereby created (“the Charge”) shall operate as:
(a) a fixed charge as regards to freehold and leasehold property, uncalled capital, engines, machinery, plant, stock, books of account, debts, vouchers and other documents relating in any way to the business transactions of the Client and all securities negotiable or otherwise, shares and documents evidencing title to or right to possession of any property and whether or not deposited with the SHA by the Client and the property mentioned in any such documents;
(b) as a floating charge in respect of all other assets hereby charged.
18.3. The Client shall immediately upon demand made on it by SHA execute in favour of SHA a deed of fixed and floating charge containing such covenants as SHA may reasonably require including without limitation the provisions of SHA’s standard form of deed of fixed and floating charge.
18.4. The Client shall immediately upon demand being made upon it by SHA execute in favour of SHA as mortgagee, a mortgage payable on demand in registrable form over all or any part of the freehold or leasehold land of the Client referred to in Clause 18.4 hereof (“the Mortgage”) containing such covenants as SHA may require including without limitation the covenants contained in Memorandum 2447323 presently filed in the New South Wales Land Titles Office in respect of real property situate in New South Wales or in the case of real property in other jurisdictions, the provisions of SHA’s standard form of mortgage.
18.5. SHA shall be entitled to lodge a caveat in respect of the agreement to grant a mortgage contained in Clause 18.4 or the Mortgage or in respect of all or any of the real property of the Client charged to SHA under Clause 18.1. The Client shall not object to the lodgement of the said caveat or take any steps to have any such caveat removed from the Land Titles Office register.
18.6. At the cost of the Client, the Client shall from time to time at the written request of SHA execute any deed, dealing, assurance or other document which SHA shall in its absolute discretion require the Client to execute and do all such other acts, matters and things as SHA shall consider reasonable for the purpose of preserving, perfecting or protecting the Charge and the Mortgage or more effectively securing the powers, remedies, rights, declarations and authorities of SHA under the charge and or the Mortgage.
18.7. The Client hereby irrevocably appoints SHA and every authorised officer of SHA jointly and each of them severally the attorney of the Client for the purpose of doing either in the Client’s name or in the name of the attorney and in either cases as the Client’s act and deed all such acts, matters and things as the attorney from time to time considers necessary or expedient for the purpose of carrying into effect all the powers and authorities herein contained and without limiting the power and authority:
(a) do any act including the execution of the Charge and/or the Mortgage and the execution of such documents as may be necessary to register the Charge and/or the Mortgage in the Client’s name as mortgagor pursuant to this application;
(b) to execute and deliver on behalf of the Client a lease of the said freehold or leasehold land of the Client or any part thereof for such period as SHA may think fit;
(c) to bring, proceed with, defend or compromise any legal proceedings on behalf of the Client in connection with the said land or property the subject of the Mortgage and to execute and appeal from any judgment or judgments in connection therewith.
19. LAWS TO GOVERN PROVISIONS OF AGREEMENT
19.1. This agreement and the supply of the Goods or Services by SHA to the Client shall be governed by and construed in accordance with the laws of New South Wales.