Standard Trading Terms and Conditions

CargoMaster Pty Ltd – Standard Terms & Conditions of Contract

Definitions

1. Agreement refers to these Terms and Conditions along with any Authority and Customer credit application.
2. Authority means the authorization granted by the Customer to the Company to act on its behalf.
3. Company refers to CargoMaster Pty Ltd ABN 921 5888 7435, including its affiliates, agents, and employees.
4. Connected Party pertains to any individual or entity related to the Goods, such as the Owner, exporter, importer, supplier, purchaser, carrier, or their respective agents, excluding the Company.
5. Consequential Loss denotes any loss or damage that:
   • Does not naturally arise in the ordinary course of events.
   • Includes loss of revenue, profit, opportunity, goodwill, or business reputation, even if naturally arising.
6. Customer means the person or entity instructing the Company to provide Services, including their officers, agents, employees, or contractors. The Customer may also be the Owner of the Goods.
7. Dangerous Goods refers to items that are hazardous, volatile, explosive, flammable, radioactive, or pose risks to people or property.
8. Goods refers to all items subject to the Services, including packaging, pallets, and containers.
9. Government Authority means any governmental body, agency, or authority in any jurisdiction.
10. Law means applicable legislation, regulations, rules, or international conventions.
11. Loss includes all types of damage, cost, or liability, whether actual or potential, including legal costs on an indemnity basis.
12. Owner refers to the individual or entity owning, importing, exporting, or representing the Goods.
13. Perishable Goods refers to items that are subject to spoilage, such as food, dairy, meat, and animals.
14. PPSA refers to the Personal Property Securities Act 2009 (Cth).
15. Services includes the handling of Goods for import, export, transportation, or storage, and any related tasks such as documentation and coordination with Government Authorities.
16. SBC Contract refers to a “small business contract” or “consumer contract” as per the definition in Schedule 2, section 23(3) of the Competition and Consumer Act 2010 (Cth), excluding specific contracts like marine salvage, ship charter parties, and non-standard contracts.
17. Subcontractor means any third-party engaged to perform part or all of the Services, including their agents, contractors, and employees.
18. Terms and Conditions refers to this document, including any amendments or additions.
19. Transport Document includes bills of lading, waybills, consignment notes, or similar documentation relating to the carriage of Goods.

General Provisions

1. No Common Carrier Liability: The Company is not a common carrier and expressly disclaims any related liability.
2. Precedence of Terms: These Terms and Conditions supersede any conflicting terms in the Authority, Customer credit applications, or other related documents, excluding Transport Documents issued by the Company.
3. Governing Law: The laws of New South Wales, Australia, govern this Agreement, and both parties agree to the jurisdiction of the courts of New South Wales and the Federal Court of Australia.
4. Amendments: Changes to these Terms and Conditions must be documented in writing and signed by both parties.
5. Assignment of Rights: The Company may assign its rights and obligations under this Agreement without the Customer’s consent. The Customer requires written approval for any assignment of rights.
6. Notice Requirements: All notices under this Agreement must be in English and delivered in writing.
7. Survival of Obligations: Certain indemnities, rights, and liability limitations, including clauses related to breach, performance, and termination, remain enforceable despite changes in the status of the Agreement.
8. Severability: If any part of this Agreement is deemed unenforceable, it will be severed, leaving the rest of the Agreement intact.
9. Waivers and Amendments: No waiver, discharge, or amendment of these Terms and Conditions is valid unless in writing and signed by the Company.
10. Legal References: References to laws include any amendments or new enactments of those laws.
11. Trustees: If the Customer is acting as a trustee, they must provide the Company with trust documentation and notify the Company of any trustee changes.
12. Agent Liability: Any agents acting under this Agreement, whether disclosed or not, are jointly and severally liable for the principal’s obligations.

Services Provided

1. Scope of Services: All Services provided by the Company are subject to these Terms and Conditions.
2. Acceptance of Terms: By instructing the Company, the Customer agrees to abide by these Terms and Conditions.
3. Risk of Goods: The Customer assumes full responsibility for the risk of the Goods at all times.
4. Discretion of Service Acceptance: The Company reserves the right to accept or decline any service request at its sole discretion.
5. Authorization to Act: The Customer authorizes the Company to determine the methods and processes for delivering the Services.
6. Inspection of Goods: The Company reserves the right to inspect or weigh the Goods, including opening packages if necessary.
7. Declaration of Value: The Goods’ value will not be declared without express written instructions from the Customer, and the carrier will not assume liability beyond basic charges unless instructed.
8. Handling Dangerous Goods: The Company may designate Goods as Dangerous Goods, with the right to destroy or manage them as needed.
9. Delivery Confirmation: Delivery obligations are considered fulfilled upon Goods reaching the designated address, with proof of delivery or receipt obtained.
10. Handling Undelivered Goods: In cases of failed delivery, the Company may store, return, or dispose of the Goods at its discretion.
11. Storage of Goods: The Company may store Goods at the Customer’s expense.
12. Return of Goods: The Company may return Goods to the sender or supplier in cases of insolvency, bankruptcy, or death of the Customer, Owner, or consignee.
13. Authority to Act: The Customer irrevocably authorizes the Company to execute documents and take actions necessary to perform the Services.
14. Third-Party Fees: The Company may retain commissions or brokerages from third parties without disclosure.

Customer Responsibilities

1. Provision of Information: The Customer agrees to provide the Company with all required information and documentation to facilitate the performance of the Services.
2. Ongoing Disclosure: The Customer must continually disclose any information that could affect their ability to meet obligations under the Agreement.
3. Confidentiality: The Customer is responsible for maintaining confidentiality regarding the Company’s fees, charges, discounts, or accommodations related to the Services.

Instructions

1. Written Instructions: The Customer must provide clear and legible instructions in writing, in English.
2. Refusal of Instructions: The Company reserves the right to refuse any instructions at its discretion.
3. Timely Instructions: The Customer must provide sufficient notice for instructions to allow adequate time for compliance.
4. Non-Obligation to Follow Instructions: Acceptance of instructions by the Company does not imply future adherence to the same instructions.
5. Deviation from Instructions: The Company may prioritize Customer instructions but reserves the right to deviate from them if necessary for operational reasons.

Fees and Payment

1. Fee Entitlement: Fees are considered earned upon the commencement of Services or upon the delivery of Goods to the Company or its subcontractors.
2. Additional Charges: Fees may include disbursements and related costs incurred by the Company on behalf of the Customer. The Company reserves the right to adjust fees based on changes in these costs.
3. Payment Due Dates: All fees must be paid within seven days of the invoice date unless otherwise agreed in writing.
4. Fee Calculations: Fees may be based on weight, measurement, or value, and the Company reserves the right to adjust them based on re-measurements or re-evaluations.
5. Quotation Validity: Quotations are valid for 14 days unless earlier withdrawn, and are subject to change without prior notice.
6. GST Exclusion: Fees do not include Goods and Services Tax (GST) unless explicitly stated.
7. Liability for Fees: The Customer is liable for fees, even if another party is responsible for payment or if Goods are not delivered or damaged.
8. Interest on Overdue Fees: If fees are not paid within seven days, the Company reserves the right to charge interest on overdue amounts at the prevailing business overdraft rate.
9. No Set-Offs: The Customer may not withhold or set off payments owed to the Company due to disputes or claims against the Company.
10. Revocation of Credit Terms: The Company may withdraw any credit terms granted to the Customer at its discretion.

Subcontracting of Services

1. Authorization for Subcontracting
   The Customer grants CargoMaster full discretion to delegate any part or all of the services to third parties as subcontractors, or to act as the Customer’s representative in engaging third-party providers under terms that may limit or exclude their liability.
2. Further Subcontracting
   CargoMaster reserves the right to authorize its subcontractors to subcontract the services further if deemed necessary for the completion of the tasks.
3. Liability and Extensions
   Any limitations or exclusions on CargoMaster’s liability, as detailed within these terms, are also extended to:
   (a) Subcontractors,
   (b) CargoMaster’s employees, agents, or representatives,
   (c) Any third parties involved in the execution of the services.
4. No Claims Against Subcontractors
   The Customer agrees not to file any claims or hold any subcontractors liable for any damages or losses associated with the services or goods handled under this agreement.
5. Indemnity for Subcontractors
   The Customer agrees to indemnify and hold harmless CargoMaster’s subcontractors from any losses, claims, or legal actions arising from the handling of goods or services, including claims made by the Customer.
6. Trustee Role for Subcontractors
   In relation to the indemnity provisions outlined in clauses 3 and 5, CargoMaster acts as a trustee on behalf of its subcontractors. Subcontractors shall be considered as parties to this agreement as required to enforce the indemnity clauses.

Intellectual Property Rights

1. Ownership of Intellectual Property
   The Customer acknowledges that all intellectual property rights, including copyrights, related to any documents, materials, or work created by CargoMaster in the course of delivering services, remain the sole property of CargoMaster. This extends to both pre-existing and future intellectual property.

Warranties, Liability, and Indemnity

1. Customer’s Warranties
   The Customer, on behalf of itself and any related parties, warrants the following to CargoMaster:
   (a) Ownership of or authority over the goods to be transported, including the right to complete and sign any required documentation;
   (b) Compliance with all relevant laws and regulations governing the goods, including their condition, packaging, storage, handling, and transportation;
   (c) Full accuracy in the information provided to CargoMaster, without any material omissions;
   (d) Goods are properly packed to withstand normal transportation risks and are appropriately labeled.
   (e) The Customer will not engage in actions that breach any laws in connection with the services.
2. Exclusion of Liability
   To the fullest extent permitted by law, CargoMaster disclaims all liability for any claims brought against it, its agents, employees, or subcontractors, including those arising from fundamental breaches of contract, negligence, or misconduct.
3. No Implied Warranties
   CargoMaster excludes all implied warranties and guarantees unless such exclusion is prohibited by applicable laws.
4. Liability Limitations
   Where CargoMaster’s liability is not excluded by law, its liability will be limited to the lesser of either re-supplying the services or the cost incurred in doing so.
5. Inspection of Goods
   CargoMaster is not obligated to inspect or take any action regarding damaged goods unless explicitly instructed in writing by the Customer.
6. Liability Cap
   Where liability is not excluded, the maximum liability CargoMaster will assume is limited to AUD 100 or the value of the goods at the time of receipt, whichever is less.
7. Compliance with Laws
   CargoMaster is not liable for any loss, including consequential loss, arising due to compliance with laws or directives from government authorities, including the disclosure of confidential information.
8. Claims Timelines
   CargoMaster will be released from liability unless:
   (a) The Customer provides written notice of any claim within seven days of delivery, expected delivery, or an event causing the claim;
   (b) Legal action is initiated within nine months from the event giving rise to the claim.
9. Force Majeure
   CargoMaster is not liable for delays or failure to perform due to events beyond its control.
10. Termination for Delay
    In the event of a delay exceeding ten days due to circumstances beyond CargoMaster’s control, CargoMaster reserves the right to terminate services with prior notice.
11. Indemnity
    The Customer agrees to indemnify CargoMaster from all losses or damages arising from the goods or services, including those caused by negligence or breach of contract.
12. Specific Indemnities
    The Customer indemnifies CargoMaster against losses due to:
    (a) Failure to return containers by the required deadlines;
    (b) Claims from third parties with an interest in the goods;
    (c) Breach of the agreement;
    (d) Costs incurred from following Customer instructions;
    (e) General average claims.
13. Taxes and Duties
    The Customer indemnifies CargoMaster for all taxes, duties, or other charges related to the goods.
14. Third-Party Costs
    The Customer indemnifies CargoMaster against any third-party charges related to the transport, storage, or treatment of goods.
15. Ongoing Indemnities
    Indemnities are not affected by the loss, theft, or destruction of the goods.
16. Exclusion of Consequential Loss
    CargoMaster is not liable for any indirect or consequential loss, even if it was aware that such loss could arise.

Insurance

1. Insurance at the Customer’s Request
   CargoMaster may arrange insurance upon the Customer’s request, at its sole discretion.
2. Insurance Requirements
   CargoMaster will only arrange insurance upon receiving written instructions and a declaration of the goods’ value prior to delivery.
3. Costs of Insurance
   The Customer is responsible for all costs associated with the insurance, including any administrative charges.
4. Terms of Insurance
   Insurance will be subject to the terms and conditions imposed by the insurer.
5. Named Insured
   CargoMaster may include the Customer as the named insured under the policy.
6. Insurance Disputes
   Any disputes related to insurance claims must be resolved directly with the insurer, not with CargoMaster.
7. No Liability for Insurance
   CargoMaster is not responsible for any issues arising from insurance matters.

Lien on Goods

1. Right to Lien
   CargoMaster holds a lien over all goods and related documents and may sell them to recover any unpaid amounts.
2. Cost of Lien
   The lien includes the recovery of all related costs, including legal fees.
3. Retention of Proceeds
   CargoMaster may retain any proceeds from the sale of goods to offset outstanding amounts.

Personal Property Securities Act (PPSA)

1. Security Interest
   Goods in CargoMaster’s possession are subject to a continuing security interest under the PPSA.
2. Registration of Interest
   CargoMaster reserves the right to register its security interest under the PPSA.
3. Cooperation for Compliance
   The Customer agrees to assist with compliance related to the PPSA.
4. Waivers
   The Customer waives certain PPSA rights to the extent permissible under applicable law.

Uncollected Goods

1. Definition of Abandoned Goods
   Goods will be considered abandoned if not collected within 21 days from the date of notification.
2. Notification Process
   CargoMaster will attempt to notify the Customer, and if no response is received within 21 days, the goods will be considered abandoned.
3. Disposal of Abandoned Goods
   CargoMaster may sell or dispose of abandoned goods to recover unpaid charges, with proceeds used to cover storage, handling, and administrative costs. Any remaining balance will be held for 90 days before being forfeited.
4. Customer Responsibility
   It is the Customer’s responsibility to ensure timely collection of goods and to communicate with CargoMaster if delays or special arrangements are required.

Refund Policy

1. Refund Charges
   CargoMaster will apply a 9.7% processing fee for all refunds to cover administrative and handling costs. This fee is non-negotiable and will be deducted from the refunded amount.
2. Eligibility and Exclusions
   Refunds will be issued according to the terms outlined in this Agreement and applicable laws. Third-party fees, if applicable, will be deducted separately.
3. Acknowledgment
   By engaging in a transaction with CargoMaster, the Customer acknowledges and agrees to the 9.7% processing fee.

Abandonment of Freight

1. Perishable and Non-Perishable Goods
   CargoMaster reserves the right to dispose of or sell goods not collected within the specified time frame to recover unpaid charges.
2. Liability and Indemnity
   CargoMaster will not be liable for any losses arising from the disposal or sale of abandoned freight and the Customer agrees to indemnify CargoMaster against claims from third parties.
3. Customer Responsibility
   Customers are responsible for ensuring timely collection and for coordinating any special arrangements to avoid abandonment.

SBC Contracts
CargoMaster acknowledges that the terms outlined in this Agreement comply with all applicable laws, including the Competition and Consumer Act 2010 (Cth). Adjustments are made for SBC Contracts to ensure compliance with legal standards, including liability limits, claim procedures, and indemnities.

CargoMaster Pty Ltd – ABN 921 5888 7435