TERMS AND CONDITIONS

ADN General Terms and Conditions

1. These are part of the Agreement between the Customer and the Company

These ADN General Terms and Conditions (Terms) form part of the Agreement between the Company and the Customer with respect to the supply of the Services by the Company to the Customer.

2. Definitions and interpretation

(a) Capitalised words in these Terms have the meanings given in clause 39(a).
(b) Clause 39(b) sets out the interpretive rules that apply to these Terms.

3. Instructions

(a) The Company may act on the Customer’s reasonable instructions and may provide the Services as agent for the Customer or as an independent contractor, as applicable. The Customer must ensure instructions are complete, accurate and lawful. The Company may request clarification where instructions are unclear, and may decline to follow an instruction to the extent it is unsafe, unlawful or not reasonably practicable.
(b) The Company may choose the route, means of transport and procedures used to provide the Services, acting reasonably. If the Company considers it necessary or desirable to depart from an express instruction to protect the Goods, comply with law, or manage safety or operational risk, it may do so and will notify the Customer where reasonably practicable.

4. Sub-contractors

The Company may engage employees, agents or sub-contractors to perform all or part of the Services (including entrusting the Goods to others), acting reasonably. The Company remains responsible to the Customer for the due performance of the Services it has agreed to provide, subject to the limitations in these Terms and to the extent permitted by law. The Customer acknowledges that the Services may be subject to the terms and conditions of third parties (for example, carriers, port/terminal operators and warehouse operators) and the Company may pass through those terms to the extent they apply to the Services.

5. Customer Warranties

(a) The Customer warrants to the Company that:

(i) It has in place and will maintain at all times whilst the Company provides Services to the Customer adequate insurance coverage over the Goods for the carriage and/or handling and Storage of the Goods including insurance coverage for personal injury and property damage, and acknowledges and agrees that the Company does not take responsibility for such insurance.
(ii) It will use its best endeavours to fully and adequately describe the Goods, their nature, weight and measurements and comply with all applicable laws and regulations (inclusive of the Australian Code for Transport of Dangerous Goods by Road and Rail and Civil Aviation Regulations 1988 and the International Maritime Dangerous Goods (IMDG) Code about the notification, classification, description, labelling, transport and packaging of the Goods and that, given their nature, the Goods will be packed in a proper way to withstand the ordinary risks of transport.
(iii) It is either the owner or the authorised agent of the owner of the Goods and has full power and authority to deal with the Goods.
(iv) It is authorised to accept these Terms for itself as well as for any other person for whom the Customer is acting or any other person having an interest in the Goods.
(v) It will promptly notify the Company of any claim or allegation relating to the Goods or the Services that is within the Customer’s knowledge.
(vi) The person requesting the Goods to be carried, handled and stored is authorised to do so for and on behalf of the Customer.

(b) It is the owner or is otherwise authorised by the owner of the Goods to deal with the Goods in the manner contemplated by these Terms. By engaging the Company the Customer accepts these Terms on their own behalf and on behalf of all other parties on whose behalf they are acting (whether disclosed or not).

(d) The Customer acknowledges that the Company agrees to prove the Services to the Customer in reliance on the Customer Warranties.

6. Customer Liability to Company

(a) The Customer is liable to the Company for breach of contract or negligence under the principles applied by the courts.
(b) However, the Customer is not liable to the Company for:

(i) any loss to the extent that it is caused by the Company (for example, through the Company’s negligence or breach of contract); and
(ii) any loss to the extent that it results from the Company’s failure to take reasonable steps to avoid or minimise the Company’s loss;
(iii) any loss suffered or incurred by the Company in connection with these Terms or the Service that does not arise naturally (that is, according to the usual course of things) from the event giving rise to the loss.

7. Indemnity

Subject to these Terms, the Customer indemnifies and will keep indemnified the Company from and against all liabilities, loss damages, costs or expenses incurred or suffered by the Company, and from and against all actions, proceedings, claims or demands made against the Company, arising from any of the following;

(a) the Customer’s failure to:

(i) comply with any legislation as to the labelling or marking of Goods;
(ii) take reasonable precautions either to bring to the attention of any persons that may handle or use the Goods any dangers associated with Goods, or to detect any matters in relation to which the Company may become liable;
(iii) comply with any laws, rules, standards, or regulations applicable in relation to the Goods;
(iv) comply with its obligations set out in these Terms;

(b) any of the Customer Warranties are untrue or incorrect;
(c) the Company’s compliance with and reliance on the Customer’s instructions;
(d) Any liability the Company may be under to any servant, agent or sub-contractor, or any haulier, carrier, warehouseman, or other person involved with the Goods, arising out of any claim made directly or indirectly against any such party by the Customer or its Third Parties; and
(e) As a result of any negligence, recklessness, or wilful act or omission of the Customer or any other breach of duty by the Customer.

8. Taxes and Penalties

(a) Notwithstanding the amount quoted, the Customer will be solely responsible for any duty, tax, impost, excise, levy, penalty, deposit or outlay of whatsoever nature levied by any Government or the authorities at any place in connection with the Goods and for any payments, fines, expenses, loss or damage incurred or sustained by the Company in connection with supplying the Services and shall indemnify the Company, its servants and agents from all claims by third parties howsoever arising in connection with the Goods.
(b) Unless otherwise stated, all prices (or values) quoted or provided by the Customer are exclusive of GST and all other taxes.
(c) All prices quoted or provided by the Company (unless stated otherwise) are exclusive of GST or applicable tax.

9. Customer’s Credit

(a) The Company is not required to perform the Services if in its reasonable opinion it considers that the financial standing or creditworthiness of the Customer is such that the Customer is not likely to be able to meet its payment obligations under these Terms.
(b) The Company may at any time request from the Customer security for the performance of the Customer’s obligations under these Terms. This security may include obtaining payment upfront, a guarantee, cash deposit, bank guarantee, letter of credit or such other security reasonably requested by the Company.

10. Company limits on Liability

(a) To the extent permitted by law, the Company excludes all conditions, warranties and representations that are not expressly set out in these terms however nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy that the customer is entitled to under the Australian Consumer Law or any other applicable law that cannot lawfully be excluded (Non Excludable Rights).
(b) To the maximum extent permitted by law, and subject always to the Non Excludable Rights:

(i) where and to the extent section 64A of the Australian Consumer Law applies (including because the relevant goods or services are not of a kind ordinarily acquired for personal, domestic or household use), the Company’s liability for a failure to comply with a consumer guarantee is limited, at the Company’s option and only to the extent it is fair and reasonable, to

(A) in respect of Goods — repairing the goods; replacing the goods or supplying equivalent goods; or paying the cost of repairing or replacing the goods or of acquiring equivalent goods; and
(B) in respect of Services — supplying the services again; or paying the cost of having the services supplied again; and

(ii) subject to the Non Excludable Rights and to the extent permitted by law, the Company is not liable for any Consequential Loss.
Consequential Loss includes loss of profit, revenue, business, goodwill, opportunity, anticipated savings, or any loss that is indirect or consequential in nature.

(c) Subject to the Non-Excludable Rights and to the extent permitted by law, and having regard to the Liability Cap Rationale, where the Company’s has a liability to the Customer, the Company’s aggregate liability to the Customer arising out of or in connection with the Services (whether in contract, tort (including negligence), breach of statute or otherwise) is limited in aggregate per claim and per 12 month period to the amount actually paid by the Company’s insurer to the Company in respect of the relevant claim.
This limitation does not apply to liability for fraud, wilful misconduct, or gross negligence, or to the extent liability cannot be limited by law.
(d) For the avoidance of doubt:

(i) the existence of insurance, the policy limit, or any excess, deductible, self insured retention or uninsured portion does not increase the Company’s liability beyond the limit in clause 10(c); and
(ii) any amount paid by the Company’s insurer to the Customer (directly or indirectly) is taken to be an amount paid by the Company for the purposes of this clause.

11. Liability Cap Rationale

The Company and the Customer acknowledge and agree that the Liability Cap reflects and is based on the following matters:

(a) the Service Charges have been calculated on the assumption that the Company’s liability is limited in accordance with this clause and do not include a premium for assuming uncapped or disproportionate risk;
(b) the Services involve reliance on third parties, infrastructure providers and information supplied by or on behalf of the Customer, which limits the extent to which outcomes are within the Company’s control;
(c) the Company maintains insurance cover consistent with industry standards for logistics service providers, having regard to the nature and cost of the Services; and
(d) the Liability Cap represents a fair and reasonable allocation of risk between the parties in light of the Service Charges, the Services, and the parties’ respective abilities to control or insure against potential loss.

12. Where Company is not liable

(a) The Company is not liable for any loss to the extent that it is caused or contributed by:

(i) the Customer (for example, through the Customer negligence or breach of contract);
(ii) the Customer’s breach of these Terms;
(iii) insufficient or inaccurate information provided by the Customer;
(iv) inadequate packaging, marking or labelling by the Customer; or
(v) inherent vice, deterioration, evaporation, contamination or perishable nature of the Goods;

(b) The Company is not liable for any loss to the extent that it results from the Customer failure to take reasonable steps to avoid or minimise the Customer loss.
(c) The Company is not liable for any loss caused by it failing to comply with the Company obligations in relation to the Service where that is caused by events outside the Company’s reasonable control (such as a failure in equipment that is not owned or operated by us, or an event as set out in clause 13.
(d) Clauses 10 and 12 will continue unaffected by cancellation or suspension of the Service.

13. Force Majeure

The Company is not liable for any failure to comply with these Terms and performance of Services if the failure arises directly or indirectly out of any circumstances which are not within the Company’s reasonable control. If such circumstances occur, the Company may delay or cancel performance of the Services. Circumstances which are taken to be beyond the Company’s reasonable control include, but are not limited to strikes, lock-outs, accidents, war, civil unrest, fire, power shortages, health virus or epidemic Act of God, or any order by any a governmental authority.

14. Time for Liability

Subject to Clause 10, the Company will be discharged from liability unless written notice of a claim is received by the Company within 6 months after the due date for delivery of the Goods (or, for Storage Services, within 6 months after the date the relevant loss or damage is discovered or ought reasonably to have been discovered).

15. Tariffs and Liability

In all cases where there is a choice of tariff rates according to the extent of the liability assumed by carriers, warehousemen or others, no declaration of value (where optional) will be made for the purposes of extending liability and Goods will be forwarded or dealt with at owners risk unless express instructions in writing to the contrary are given by the Customer.

16. Delivery of Goods

Goods are deemed to have been delivered to the Company when they are delivered at the place agreed in writing at which the Company has agreed to accept those Goods. Goods are deemed to have been delivered by the Company where the Goods are delivered by the Company or its agent or personnel at the place specified by the Customer (whether or not there is a person to take delivery of the Goods). The Company shall not be liable for non-delivery where the Customer has not provided sufficient details to enable delivery. Subject to the applicable law, Goods shall be deemed to have been delivered in the state as described unless notice of loss or of damage to the Goods indicating the general nature of such loss or damage is given in writing to the Company or to its representative at the place of delivery before or at the time of removal of the Goods by a representative of the person entitled to delivery of them or if the loss or damage is not apparent, within three consecutive days after delivery.

17. Uncollected Goods - General

(a) This clause applies to all Goods, containers and cargo stored, handled or otherwise dealt with by the Company in connection with the Services. Any goods that become uncollected goods for the purposes of Part 4.2 of the Australian Consumer Law and Fair Trading Act 2012 (Vic) (Act) will be dealt with in accordance with this clause and the Act.
(b) If goods become uncollected goods, the Company will hold them as an involuntary bailee in accordance with the Act.
(c) Where required by the Act, the Company may give written notice requiring collection of uncollected goods within the time prescribed by the Act. Notice may be given to any contact details last provided by the Customer or by any person who arranged delivery of the Goods, and the Customer is responsible for ensuring those details remain current.
(d) If uncollected goods are not collected within the applicable period under the Act, the Company may, without further notice, deal with the goods in any manner permitted by the Act, including selling, disposing of, destroying or otherwise dealing with the Goods.
(e) Without limiting this clause:

(i) containers (including shipping containers, pallets and load units) may be treated as uncollected goods where they are not removed within the agreed free time or reasonable time after notice;
(ii) the Company may return containers to the relevant shipping line, lessor or owner, or otherwise dispose of them in accordance with the Act; and
(iii) the Customer is responsible for all container detention, demurrage, storage and related charges incurred before disposal or return.
(f) If any uncollected goods become, dangerous goods:
(i) the Company may take any action reasonably necessary to ensure safety, regulatory compliance or risk mitigation, including immediate disposal or destruction;
(ii) such disposal may occur without prior notice where required for safety or compliance; and
(iii) all costs associated with handling, storage and disposal of dangerous goods are payable by the Customer.

(g) From the proceeds of any lawful sale of uncollected goods, the Company may deduct only those amounts permitted by the Act, including:

(i) the relevant charge (within the meaning of the Act) payable in relation to the Goods, including amounts properly owing for work done on the Goods and for transporting, storing, maintaining or insuring the Goods to the extent permitted by the Act; and
(ii) the Company’s reasonable costs of removal, preservation, storage, notice, sale and disposal of the Goods,
with any remaining balance to be dealt with strictly in accordance with the Act.

(h) To the maximum extent permitted by law, the Company is not required to obtain the best price reasonably obtainable for the goods, provided disposal is carried out in accordance with the Act.
(i) Where more than one person claims an interest in the goods, the Company may treat the goods as uncollected goods until the dispute is resolved, without liability to any party.
(j) To the maximum extent permitted by law, the Company is not liable for any loss, damage or claim arising from the lawful storage or disposal of uncollected goods carried out in accordance with the Act or this clause.
(k) Nothing in this clause excludes, restricts or modifies the operation of Part 4.2 of the Act or any right or remedy that cannot lawfully be excluded.

18. Sale of Perishable Goods

(a) Subject to the law relating to uncollected goods, perishable Goods which are not taken up immediately upon arrival or which are insufficiently addressed or marked or otherwise not identifiable may be sold or otherwise disposed of without any notice to the Customer and payment or tender of the net proceeds of any sale after deduction of charges will be equivalent to delivery. All charges and expenses arising in connection with the storage, demurrage sale or disposal of the Goods will be paid by the Customer.

19. Lien over goods

(a) Subject to the law, all Goods and documents relating to Goods will be subject to a particular and general lien for moneys due either in respect of such Goods or any particular or general balance of other moneys due from the Customer, the senders, owners or consignee to the Company. If any moneys due to the Company are not paid within one calendar month after notice has been given to the person from whom the moneys are due that such Goods are detained, they may be sold by auction or otherwise at the sole discretion of the Company and at the expense of such person and the proceeds applied in or towards satisfaction of such particular and general lien.
(b) The Customer acknowledges that the Company may claim a lien over Goods for Service Charges and other amounts owing in accordance with applicable law.

20. PPSA Registration and Consent

(a) The Customer acknowledges that the Company may have or acquire a security interest and/or statutory interest (including a lien) in the Goods for the purposes of the Personal Property Securities Act 2009 (Cth) (PPSA).
(b) The Customer irrevocably authorises and consents to the Company registering, maintaining, amending and enforcing any financing statement or other registration on the Personal Property Securities Register (PPSR) in respect of any such interest, whether arising under these Terms, statute or otherwise.
(c) The Customer must not make, and must not permit any person to make, any application or demand to remove, amend or discharge any such registration without the Company’s prior written consent.
(d) The Customer waives any right to receive a copy of any verification statement under section 157 of the PPSA and agrees to do all things reasonably required by the Company to give effect to this clause.

21. Sale of Non-perishable Goods

Subject to the law relating to uncollected goods, non-perishable Goods which cannot be delivered either because they are insufficiently or incorrectly addressed or because they are not collected or accepted by the consignee may be sold or returned at the Company’s option at any time after the expiration of 21 days from a notice in writing sent to the address which the Customer gave to the Company on delivery of the Goods. All charges and expenses arising in connection with the sale or return of the Goods will be paid by the Customer. A communication from any agent or correspondent of the Company to the effect that the Goods cannot be delivered for any reason will be conclusive evidence of that fact.

22. Right to Refuse carriage or Storage of Goods

The Company may refuse or suspend the provision of Services, acting reasonably, including where the Company perceives there is a sudden and material credit risk, non-payment of due amounts, safety or environmental risk, or where providing the Services would breach any law or materially disrupt operations. Where reasonably practicable, the Company will give the Customer notice and an opportunity to remedy the issue (for example, by making payment or providing required information). If Services are refused or suspended, the Customer remains liable for Service Charges incurred up to that time, and the Company will take reasonable steps (at the Customer’s cost) to return or otherwise deal with the Goods in accordance with the Customer’s reasonable written instructions. Nothing in this clause excludes liability to the extent it cannot be excluded by law.

23. Storage

(a) The Company may refuse or suspend Storage of Goods, acting reasonably, including for safety, compliance, space/capacity constraints, or material credit risk reasons.
(b) Subject to 10 the Goods are Stored entirely at the risk of the Customer, and the Company accepts no liability for the Goods whatsoever.
(c) The Company relies on the Customer to supply details of description, pallet/space, weight, items, quantity, value and measurement and condition of the Goods as supplied by the Customer however the Company cannot verify and does not admit their accuracy.
(d) If the Customer requests a preferred method of Storage, handling or carriage that is not offered by the Company within standard practice, the Company will make every reasonable attempt to adopt the preferred method however if it is not achievable the Company may use any method of Storage, handling or carriage which is practical and safe.

24. Pallet Services

It is agreed by the Customer without exception, that the Company has no obligation or right, nor liability, to manage pallet equipment hire on behalf of the Customer, the consignee, the consignor, or its sub-contractors. The Company will record pallet equipment details on its consignment notes if they are provided by the Customer, however the Company cannot verify and does not admit to the accuracy of this information.

25. Goods and Services Tax

(a) If the Company makes a Taxable Supply under or in connection with this Agreement (including the provision of the Services), the Customer must, in addition to the amount otherwise payable, pay an amount equal to the GST payable on that supply, subject to the Company issuing a valid Tax Invoice.
(b) The additional amount payable under clause 25(a) must be paid at the same time as the amount to which it relates, or if later, within the time required by law following receipt of a valid Tax Invoice.
(c) If the Customer is required to reimburse the Company for a Disbursement or Pass Through Cost, the amount payable is:

(i) exclusive of GST, to the extent the Company is entitled to an Input Tax Credit in respect of that amount; and
(ii) inclusive of GST, to the extent the Company is not entitled to an Input Tax Credit in respect of that amount.

(d) If the reimbursement of a Disbursement or Pass Through Cost constitutes a Taxable Supply by the Company, the Customer must also pay the GST payable on that supply, subject to the Company issuing a valid Tax Invoice.
(e) Where an amount payable under this Agreement is calculated by reference to a cost, expense or liability incurred by the Company, that amount must be reduced by any Input Tax Credit to which the Company is entitled.
(f) Disbursements and Pass-Through Costs may include:

(i) freight, transport, courier and delivery charges;
(ii) port, terminal, container, handling and wharf charges;
(iii) third party storage, labour, equipment hire or specialist services;
(iv) utilities, security or site specific operational charges;
(v) government charges, duties, levies, imposts or statutory fees; and
(vi) any other costs expressly stated in this Agreement to be recoverable from the Customer.

(g) This clause survives termination or expiry of this Agreement.

26. Interest

(a) The Company may charge interest on any overdue amount at the statutory penalty interest rate applying in Victoria from time to time under the Penalty Interest Rates Act 1983 (Vic).
(b) Interest accrues on a daily basis, calculated as simple interest, from the due date until the overdue amount is paid in full.
(c) The Customer acknowledges and accepts that interest under this clause represents a genuine and reasonable pre estimate of the Company’s loss arising from late payment, including administrative costs, financing costs, and cash flow impact, and is not intended to operate as a penalty.
(d) The Company may exercise its rights under clause 20 in respect of any overdue amount.

27. Recovery Against Third Parties

Without prejudice to any other condition, the Company will have the right to enforce any liability of the Customer under these conditions or to recover any sums to be paid by the Customer under these conditions not only against or from the Customer but also if it thinks fit against or from any Third Parties.

28. General

(a) The Company is not a common carrier and will accept no liability as such.
(b) The Company may refuse to accept or continue to deal with any Goods, acting reasonably, including where the Goods are unsafe, unlawful, or where handling the Goods would breach any law or pose a material safety, environmental or operational risk. Where refusal occurs after the Company has commenced providing Services, the Customer remains liable for Service Charges reasonably incurred up to the time of refusal, and the Company will take reasonable steps (at the Customer’s cost) to deal with the Goods in accordance with the Customer’s reasonable written instructions.

29. Assignment by the Company

(a) The Company can assign, novate or transfer its rights, benefits, obligations and/or liabilities under these Terms to another person (Incoming Party) provided:
(i) the Incoming Party is a related body of the Company, or is a company of substance;
(ii) the Incoming Party will assume those rights, benefits, obligations and/or liabilities;
(iii) the Customer rights and the Services under these Terms will not be prejudiced as a result of the assignment, novation or transfer;
(iv) the assignment, novation or transfer is occurring as part of a sale of the Company business or business restructure; and
(v) the Company has given the Customer 10 Business Days prior notice of any such novation, assignment or transfer.
(b) The Customer must accept performance by the Incoming Party in place of performance by the Company.

30. Assignment by the Customer

The Customer cannot transfer its rights and obligations for the Service without the Company’s written consent, which the Company won’t unreasonably withhold.

31. Customer ownership

The Company and the Customer agree the equitable title of interest and risk of all the Customer Goods under the Company’s care shall remain with the Customer unless a particular and genuine lien held by the Company exists in respect of the Goods for amounts outstanding to the Company.

32. No relationship
Other than the contractual relationship evidenced by this Agreement there is no legal relationship between the Company and the Customer and neither party can represent the other’s interests as a principal, agent of the employer, employee or legal representative.

33. Variation and Waiver

(a) The Company may vary these Terms by giving the Customer at least 10 Business Days written notice (for example, by email). Any variation applies only to Services performed after the effective date of the change. If a variation materially and adversely affects the Customer, the Customer may terminate the affected Services before the effective date without penalty but must pay Service Charges incurred up to termination.
(b) The Company is not bound by any waiver, discharge or release of a condition or any agreement which varies these Terms and conditions unless it is in writing and signed for the Company by an authorised officer.
(c) If the Company waives a breach of a condition the waiver does not operate as a waiver of another breach of the same or any other condition or as a continuing waiver.

34. No Authority to Depart from this Agreement

No agent or employee of the Company has the Company’s authority to depart from or vary these Terms.

35. No Merger of Terms

All the rights, immunities and exemptions from liability in these Terms will continue in full force and effect notwithstanding any breach of these Terms by the Company or any other person entitled to the benefit of such provisions.

36. Severance

If any provision of these Terms is void, inconsistent with the law or unenforceable, that provision must be read down to the extent necessary to ensure that it is not invalid, inconsistent or unenforceable. If that clause cannot be read down, then that provision will be severed without affecting the validity or enforceability of the remaining part of that provision or the other provisions in these Terms.

37. Governing Law

These conditions are governed by and must be construed in accordance with the law of Victoria, Australia.. The parties agree to submit to the non-exclusive jurisdiction of the Courts of Victoria, Australia, and courts entitled to hear appeals from those courts.

38. Entire agreement

The Agreement represents the entire agreement between the Company and the Customer relating to the subject matter of this Agreement , and supersedes all prior representations, communications, contracts, statements and understandings, whether oral or in writing, relating to its subject matter other than any confidentiality agreements or deeds executed by the Company and the Customer.

39. Definitions and interpretation

(a) The following definitions apply to capitalised words in these Terms:

Australian Consumer Law means the law of that name set out in schedule 2 of the Competition and Consumer Act 2010 (Cth).

Business Day means a day that is not a Saturday, Sunday or public holiday in Melbourne, Victoria Australia.

Company means ADN Logistics Pty Ltd ABN 46 078 204 289.

Customer means the person engaging the services of the Company. If there is more than one person, then a reference to the Customer is a reference to those persons jointly and severally.

Customer Warranties means those warranties set out in clause 5(a) of these Terms.

Goods means any goods or property of the Customer or a third party which is the subject of a transaction between the Customer and the Company.
GST, GST law, Input Tax Credit, Taxable Supply and Tax Invoice have the meanings given to those terms the A New Tax System (Goods and Services Tax) Act 1999.
Liability Cap means the limitation of liability set out in clause 10(c) of these Terms.
Liability Cap Rationale is the rationale set out in clause 11.
Non-Excludable Rights has the same meaning given to that term in clause 10(a) of these Terms.
Services means the services the Company agrees to supply which may include the packaging, Storage, transportation and such other services as the Company expressly agrees to provide in writing together with other incidental services. The Company expressly excludes the following from the services it provides being insurance, customs brokerage or clearance, or airfreight.
Service Agreement or Agreement means the service agreement so named between the Company and the Customer and which these Terms form part.
Storage means the whole of the storage operations and services undertaken by the Company for the Goods.
Terms means these terms and conditions.
Third Party means any person (other than the Company) that is an agent, consignee, contractor, or sub-contractor of the Customer, any person on whose behalf the Customer acts (whether or not as agent) including the owner of Goods, any person who has an interest in the Goods or any person authorised to deal with the Goods.

(b) In this Agreement headings are for convenience only and do not affect interpretation and, unless the contrary intention appears:

(i) an obligation or a liability assumed by two or more persons binds them jointly and severally and a right conferred on two or more persons benefits them jointly and severally;
(ii) a word importing the singular includes the plural and vice versa, and a word of any gender includes the corresponding words of any other gender;
(iii) the word including or any other form of that word is not a word of limitation;
(iv) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
(v) a reference to a person includes an individual, the estate of an individual, a corporation, a government authority, an incorporated or unincorporated association or parties in a joint venture, a partnership and a trust;
(vi) a reference to a party includes that party's executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
(vii) a reference to a document or a provision of a document is to that document or provision as varied, novated, ratified or replaced from time to time;
(viii) a reference to this Agreement is to this Agreement as varied, novated, ratified or replaced from time to time;
(ix) a reference to a party, clause, Schedule, exhibit, attachment or annexure is a reference to a party, clause, Schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this Agreement includes all Schedules, exhibits, attachments and annexures to it;
(x) a reference to a statute includes any regulations or other instruments made under it (delegated legislation) and a reference to a statute or delegated legislation or a provision of either includes consolidations, amendments, re-enactments and replacements;
(xi) Words or terms defined in the Service Agreement have the same meaning in these Terms; and
(xii) this Agreement must not be construed adversely to a party just because that party prepared it or caused it to be prepared.