Sale Terms and Conditions
1.1 Unless separately defined in these Terms, capitalised terms take their meaning from the Lease and the Letter to which these Terms are attached.
1.2 In these Terms:
1.2.1 Letter means electronic correspondence made available through email or through an ORIX Customer interface in relation to this sale.
1.2.2 Offer means an offer made by the Purchaser to ORIX in accordance with the Letter.
1.2.3 Purchaser means the Client or Driver, depending on which of those persons made the offer to purchase the Vehicle to ORIX.
1.2.4 Sale Agreement means the contract for the sale and purchase of the Vehicle, created on any acceptance of an Offer from the Purchaser.
1.2.5 Settlement means settlement of the sale and purchase of the Vehicle in accordance with the Sale Agreement.
2 Lease continues to apply
2.1 Neither the Letter nor the Terms nor any Sale Agreement affect your continuing obligations under the Lease.
2.2 Those documents do not allow or authorise the Client or the Driver to sell, deal with or dispose of the Vehicle until all amounts owing to ORIX have been paid and cleared in full, whether under the Lease or the Sale Agreement.
2.3 Settlement does not affect obligations which the Client has under the Lease which arise after the date of Settlement, including without limitation amounts payable by the Client in the nature of tolls, infringement notices, and roadside assistance in respect of the Vehicle, and the Client’s obligation to remit any relevant insurance proceeds which it receives in respect of the Vehicle.
3 Sale and Purchase
3.1 ORIX sells and the Purchaser buys the Vehicle in accordance with the Sale Agreement.
3.2 At all times before and after Settlement, the Purchaser bears the entire risk arising out of the possession, use, storage, maintenance and repair of the Vehicle.
4.1 The Purchaser agrees to give to ORIX all information it needs to prepare for transfer of the Vehicle’s registration to the Purchaser on Settlement.
4.2 ORIX will use reasonable endeavours to advise the Purchaser prior to Settlement the amount of any other amounts that remain outstanding to ORIX with respect to the Vehicle, in addition to the Vehicle Acquisition Amount.
5.1 The Purchaser must ensure that:
5.1.1 Settlement occurs on a business day no later than one month after the date of the Letter; and
5.1.2 It complies with all reasonable written directions from ORIX with respect to arrangements in respect of Settlement.
5.2 The Purchaser warrants to ORIX, and accepts that, the Vehicle is at Settlement in its possession and exclusive control, has had all necessary opportunity to inspect the Vehicle (or have others inspect the Vehicle) and irrevocably accepts the Vehicle in its current condition. Accordingly, on Settlement the Purchaser irrevocably accepts delivery of the Vehicle in its current condition, notwithstanding any damage to or loss of value of the Vehicle occurring at any time.
5.3 At Settlement, the Purchaser must pay to ORIX the Vehicle Acquisition Amount in clear funds, together with all other amounts that remain outstanding to ORIX with respect to the Vehicle.
5.4 Title to the Vehicle passes to the Purchaser when it has complied with all its obligations under this clause 5. Until all those amounts are paid, the Purchaser continues to hold the Vehicle as bailee.
5.5 After title to the Vehicle has passed to the Purchaser, ORIX will as soon as practicable release any Security Interest which is has in or over the Vehicle.
6.1 If the Purchaser breaches any term of the Sale Agreement, then ORIX may by notice in writing to the Purchaser terminate the Sale Agreement.
6.2 If ORIX terminates the Sale Agreement then, in addition to its continuing rights under the Lease, the Purchaser will be liable to ORIX for all costs, charges and expenses which it has reasonably incurred in connection with the enforcement of, exercise of any right or remedy under, or in consequence of the termination of, the Sale Agreement, including legal fees and disbursements.
6.3 These termination rights do not limit or affect any other right, power or remedy available to ORIX in respect of the Lease.
7.1 In this clause words and expressions that are not defined in these Terms but which have a defined meaning in the GST Law have the same meaning as in the GST Law, and GST Law has the meaning given to that term in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
7.2 Except as otherwise provided in these Terms, all consideration payable in relation to any supply is exclusive of GST.
7.3 If GST is payable in respect of any supply made by a supplier under these Terms (GST Amount), the recipient must pay to the supplier an amount equal to the GST payable on the supply. Subject to receipt of a tax invoice, the recipient must pay the GST Amount at the same time and in the same manner as the consideration for the supply is to be provided under these Terms in full and without deduction, set off, withholding or counterclaim (unless otherwise provided in these Terms).
7.4 The supplier must provide a tax invoice to the recipient before the supplier will be entitled to payment of the GST Amount under this clause.
8 Consequential loss
8.1 ORIX is not liable to the Purchaser or to any other person for any for any direct, indirect, incidental, special or consequential loss arising out of or in connection with the sale of the Vehicle irrespective of whether:
a) the liability for the loss or damage arises in or under the Sale Agreement (including for liability under any indemnity), statute, tort (including negligence), equity or otherwise at law; or
b) you or any other person previously notified ORIX of the possibility of the loss or damage.
9 Exclusion of implied warranties
9.1 Any representation, warranty, condition, guarantee, indemnity or undertaking would be implied in, or affect, in connection with the sale and purchase of the Vehicle, by legislation, common law, tort, equity, or by course of performance, dealing, trade, custom or usage is excluded to the maximum extent permitted by law.
10 Non-excludable rights
10.1 Nothing in these terms excludes, restricts or modifies any consumer guarantee, right or remedy conferred on you by the Australian Consumer Law, Schedule 2 of the Competition and Consumer Act 2010 (Cth) or any other applicable law that cannot be excluded, restricted or modified by agreement.
10.2 To the fullest extent permitted by law, and subject to clause 3.1, the liability of ORIX for a breach of a non-excludable guarantee referred to in clause 3.1, whether under the Australian Consumer Law, being Schedule 2 of the Competition and Consumer Act 2010 (Cth) or otherwise, is limited at ORIX’s option, to:
a) in the case of goods, any one or more of the following:
i) the replacement of the goods or the supply of equivalent goods;
ii) the repair of the goods;
iii) the payment of the cost of replacing the goods or of the acquiring equivalent goods; or
iv) the payment of the cost of having the goods repaired; or
b) in the case of services:
i) the supplying of the services again; or
ii) the payment of the cost of having the services supplied again.
10.3 You warrant that, in addition to clause 2, the Purchaser has not relied on any representation made by ORIX, or any person on our behalf, in relation to the Vehicle, which has not been expressly recorded in the Sale Agreement.
11 Entire Agreement
11.1 Subject to any Non-Excludable Obligations, the Sale Agreement constitutes the entire agreement between the parties in connection with the sale and purchase of the Vehicle and supersedes any previous understanding, agreement, representation or warranty between the parties in connection with its subject matter.
12 General Terms
12.1 The General Terms set out in clauses 22.2 to 22.19 of the Lease are hereby deemed to be repeated in these Terms, save that a reference to the Lease or Guarantee is to be read as a reference to the Sale Agreement, any a reference to the Client or the Guarantor is to be read as a reference to the Purchaser.
Last updated: 13 November 2020