Terms and Conditions

1. General

1. These terms and any other documents accepted by the Company govern the relationship between the Company and the Customer for the supply of the Services by the Company to the Customer and constitute the agreement between the Company and the Customer.

2. The Company is not a common carrier and will accept not liability as such.

3. The Company in its sole and absolute discretion may refuse to deal with any Goods without assigning any reasons.

 

1. Definitions and interpretation

1. If there is any inconsistency between these terms and any other documentation, then these terms prevail over any other documentation to the extent of the inconsistency.

2. The following definitions apply to capitalised words in these terms

 

Company means ADN Logistics Pty Ltd (ACN 078 204 289)

Customer means the person(s) 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 severely.

Consequential Loss means (a) consequential loss under the applicable law (whether in contract, tort (including, but not limited to, negligence and misrepresentation), breach of statutory duty, or otherwise); and (b) loss and/or deferral of production, loss of product, loss of use, loss of revenue, profit or anticipated profit (if any), in each case whether direct or indirect to the extent that these are not included in sub-paragraph (a) herein and whether or not foreseeable at the date of commencement of providing the Services.

Fees or Charges means the charges payable for Services provided and any tax including GST levied directly on a transaction or supply. All prices are quoted exclusive of GST which must be added to quoted rates by the Customer in consideration of a full quoted price.  

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 and Tax Invoice have the meanings given to those terms under section 195-1 of the A New Tax System (Goods and Services Tax) Act 1999

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.

Storage means the whole of the storage operations and services undertaken by the Company for the Goods.

Third Parties 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.

 

1. Instructions

The Company may comply with any instructions provided by a Customer in its absolute  discretion and may comply with these instructions as agent for, or as an independent contractor of the Customer.

 

The Company has the discretion to choose the route, means of transport and procedure to be followed in the handling and transportation of Goods. If in the Company’s opinion it is necessary or desirable in the Customer’s interests to depart from any express instructions, the Company may do so without liability.

 

1. Sub-contractors

The Company may in its absolute discretion use its employees or engage agents or sub-contractors to perform all or part of the services (including entrusting the Goods to others) on such terms and conditions as the Company thinks fit. By engaging the Company, the Customer agrees to the terms and conditions of any agents or sub-contractors which are used in the supply of the Services, and agrees to release the Company from liability and indemnify the Company against any claims arising out of the use of those persons. In respect of any term of this agreement which excludes or limits the liability of the Company, the Company in addition to acting for itself is acting as agent and trustee for each of its employees, agents and sub-contractors who will be deemed to be parties to this agreement so that they shall have the same protection as the Company. In so far as may be necessary to give effect to this clause the Company will hold the benefit of these terms for its employees, agents and sub-contractors.

 

1. Customer Warranties and Indemnities

The Customer warrants to the Company that:

 

1. It has in place whether prior to or at the time of entering into these terms adequate insurance coverage over the Goods for the carriage and/or handling and Storage of the Goods, and acknowledges and agrees that the Company does not take responsibility for such insurance.

2. It has fully and adequately described the Goods, their nature, weight and measurements and complied with all applicable laws and regulations (inclusive of the Australian Code for Transport of Dangerous Goods by Road and Rail and Civil Aviation Regulations and the International Maritime Dangerous Goods Code) about the notification, classification, description, labelling, transport and packaging of the Goods and that, given their nature, the Goods are packed in a proper way to withstand the ordinary risks of transport.

3. 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.

4. It is authorised to accept these terms for itself and the receiver as well as any other person for whom the Customer is acting or any other person having an interest in the Goods.

5. Neither it nor any other person will make an allegation or claim against the Company or any other person about the transport, handling, or the Storage of the Goods, AND the Customer indemnifies the Company from any loss (including Consequential Loss), damage, expense, penalty, fine or liability arising from a breach of these warranties, the Customer’s obligations or these terms and conditions; and

6. The person requesting the Goods to be carried, handled and stored is authorised to do so for and on behalf of the Customer.

7. The Customer warrants that 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).

 

1. Packaging

Except where the Company is instructed in writing to pack the Goods, the Customer warrants that all Goods have been properly prepared and packaged having regard to the nature of the Goods, and that such packaging is in accordance with general packaging principles that apply to Goods of the kind being transported.

 

1. Commissions

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1. Quotes and Charges

1. Any quotation given by the Company to the Customer is valid for the period of 30 (thirty) days from the date of the quotation.

2. Acceptance of a quotation is effective only upon advising the Company in writing within the said time period, or upon commencement of trade before or after this date.

3. Charges will commence on the date the acceptance of the quotation is received by the Company, or when commercial trade commences.

4. Quotations and the Company’s standard rate schedule and/or tariff (if applicable) may be varied from time to time, and the Company reserves its right to make such variance with written notice to the Customer of not less than seven (7) calendar working days. The varied rates will apply from the date specified by the Company.

5. Charges are from the Company unless otherwise quoted. Company on forwarding Charges (deliveries to and from country areas as determined by the Company) apply for all deliveries and pick-ups not within the local area.

6. Unless otherwise specified in writing by the Company, the Customer must pay to the Company the Charges within 14 days of the date of the Company issued tax invoice.

7. The Company may, at its discretion, charge interest on any overdue amount at the maximum commercial overdraft interest rate for amounts not exceeding $100,000.00 (one hundred thousand dollars) as charged by the Company’s banking institution or exercise its right to a lien over the Customer’s Goods as per clause 24 herein.

8. The Company’s quote and any standard rate schedules or tariff’s arising, form part of these terms and conditions, and acceptance of a quotation either in writing, or otherwise enforced through the commencement of trade (with or without the return of a signed or accepted quotation), invokes by default these standard terms and conditions in their entirety and with immediate effect.

 

1. Indemnity

Subject to these terms, the Customer will indemnify and keep indemnified and hold the Company harmless from and against all liabilities, loss (including Consequential 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:

1. The Customer’s failure to:

   1. Ensure that any Goods are properly packaged or ensure that any safety markings on the Goods are adequately displayed:

   2. Comply with any legislation as to the labelling or marking of Goods;

   3. Take any other reasonable precautions either to bring to the attention of any persons that may handles or use the Goods any dangers associated with Goods, or to detect any matters in relation to which the Company may become liable; otherwise comply with any laws, rules, standards, or regulations applicable in relation to the Goods

2. Complying with and reliance on the Customer’s instructions;

3. 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;

4. As a result of any negligence, recklessness, or wilful act or omission of the Customer or any other breach of duty by the Customer. 

1. Taxes and Penalties

1. Notwithstanding the amount quoted, the Customer will be jointly and severally liability 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.

2. Unless otherwise stated, all prices (or values) quoted or provided by the Customer are exclusive of GST and all other taxes.

3. All prices quoted or provided by the Company (unless stated otherwise) are exclusive of GST or applicable tax.

 

1. Liability for Collection of Expenses.

1. If the Customer instructs the Company to collect freight, duties, charges or other expenses from a consignee or any other persons the Customer will remain responsible for those expenses if they are not paid by such consignee or other person.

 

1. Instructions to collect payment on delivery (COD) in cash or otherwise are accepted by the Company upon the condition that the Company in the matter of such collection will liable for the exercise of reasonable care only.

 

1. Invoicing

1. The Company may invoice the Customer for all charges (including freight and demurrage) upon delivery of the Goods by the Customer to the Company. Except where required by law, these charges will not be refundable in the event that Goods are lost, damaged, delayed or abandoned.  

2. Invoices are payable within 14 days of the date of the invoice (unless otherwise agreed in writing). Time is of the essence for payment of invoices.

3. All unpaid charges must be paid in full and without any offset, counterclaim or deduction, in Australian currency.

4. Any payments made in non-Australia currency will be converted using the TT selling rate in effect on the day payment. Any bank charges (or other currency exchange fees) associated with the currency conversion will be for the account of the Customer.

 

1.  Customer’s Credit

1. 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.

2. 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.

 

1.  Incorrect Weights, Values or Description

The Company’s estimate of charges has been calculated on the basis of particulars furnished by, or on behalf of the Customer. The Company may at any time open any container or any other package or unit in order to re-weigh, re-measure or re-value the contents and if the particulars furnished by or on behalf of the Customer are incorrect, it is agreed that a sum equal 1.5 times the difference between the correct freight and the freight charged will be payable as liquidated damages to the Company.

 

1.  Insurance

The Company does not provide or arrange insurance on behalf of the Customer. The Customer is encouraged to acquire their own insurance policies as a prudent Customer engaging these types of Services would ordinarily obtain.

 

1.  Liability

Expcept as expressly set out in these terms:

1. The Company makes no warranties or representations under these terms, and

2. The Company is not liable to the Customer or to Third Parties for any loss including Consequential Loss (and the Company’s liability in respect of any breach of warranties or consumer guarantees is limited to the fullest extent permitted by law).

 

These terms are subject to applicable State, Territory and Commonwealth law including, without limitation, the Competition and Consumer Act 2010 (Cth) and the Australian Consumer Law (“ACL”) which forms part of the Act. Certain statutory guarantees (including without limitation the consumer guarantees under the ACL) form part of these terms but only to the extent they cannot otherwise be excluded (“Non-Excluded Guarantees”). Nothing in these terms modifies or excludes the Non-Excluded Guarantees. To the extent permitted by law, the liability of the Company in relation to these terms is limited at the Company’s option (a) in the case of any goods associated with the Services, to the replacement or repair of the goods or the supply of equivalent goods or the cost of replacing or repairing the goods or of acquiring equivalent goods; and (b) in the case of a supply of the Services, to the supplying of the Services again or the payment of the cost of having the Services supplied again.

 

1.  Further Limitations of Liability

Subject to clause 16, the Company will not be liable for:

1. Loss of or damage to Goods;

2. Any delay in delivery forwarding or transit or failure to deliver Goods;

3. Any deterioration, contamination, evaporation, or any Consequential Loss or loss of market;

4. Failure to follow instructions given to it by or an behalf of the Customer whether or not such failure is negligent or wilful;

5. Any damage or expense arising from or in any way connect with marks, numbers, brands, contents, quality or description of any Goods;

 

Whether caused by the negligence, wrongful act or default of the Company, its employees, agents or sub-contractors or by any other cause whatsoever.

 

1.  Liability for Representations

Subject to clause 16, the Company will not be liable under any circumstances for loss or damage resulting from or attributable to any quotation, statement or representation (whether oral or in writing) made or given by or on behalf of the Company or by any servant, employee or agent of the Company as to the classification of the liability for or the amount, scale or rate of customs and/or excise duty or other impost, tax or rate applicable to any Goods, whether resulting from negligence or from any other cause whatsoever.

 

1.  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, Act of God or any order by any governmental authority.

 

1.  Time for Liability

Subject to clause 16, the Company will be discharged of all liability unless suit is brought in the proper forum and written notice of suit received by the Company within six months after the due date for delivery of the Goods. In the event this period is contrary to any applicable convention or law the period prescribed by such convention or law will then apply but in that circumstance only.

 

1.  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.

 

1.  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 thereof or if the loss or damage is not apparent, within three consecutive days thereafter.

 

1.  Sale of Perishable Goods

1. 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.

2. Subject to the law, the Customer acknowledges that the Services provided in relation to the Goods are subject to the provisions of the Disposal of Uncollected Goods Act 1961 (Vic) and that these terms serve as notice to the Customer of this fact.

 

1.  Lien over goods

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.

 

1.  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

 

1. Dangerous Goods

The Customer must advise the Company in writing whether any Goods involved in the supply of Services are dangerous, likely to be dangerous or likely to cause damage before the delivery of the Goods to the Company. Except under special arrangements previously made in writing, the Company will not accept or deal with any noxious, dangerous, hazardous or inflammable or explosive goods or any goods likely to cause damage. Any person delivering such goods to the Company or causing the Company to handle or deal with any such goods (except under special arrangements previously made in writing) will be liable for all loss or damage caused as a result of these Goods and will indemnify the Company against all penalties claims damages costs and expenses arising in connection therewith and the goods may be destroyed or otherwise dealt with at the sole discretion of the Company or any other person in whose custody they may be at the relevant time. If such goods are accepted under arrangements previously made in writing they may nevertheless be so destroyed or otherwise dealt with if they become dangerous to other goods or property. In this clause, the expression “goods likely to cause damage” includes goods likely to harbour or encourage vermin or other pests and all such goods as fall within the definition of hazardous and dangerous goods in the legislation governing carriage by road or rail in the States and Territories of Australia. The Customer agrees that the Company may contact the necessary authorities if the Company has reasonable grounds to believe that the Goods contain contraband and that the Customer will be liable for any and all costs associated with this process.

 

1. Valuable and Fragile Goods

The Customer must advise the Company in writing whether any Goods involved in the supply of Services involve  Valuable/Fragile Goods (as defined in this clause) before the delivery of the Goods to the Company. Except under special arrangements previously made in writing the Company will not accept bullion, coins, precious stones, jewellery, valuables, antiques, pictures, livestock, plants, or goods that are of an irreplaceable nature (Valuable/Fragile Goods) and the Company will not accept any liability whatever for any such goods except under special arrangements previously made in writing.

 

1. Right to Refuse carriage or Storage of Goods

The Company reserves the right to refuse at its discretion the provision of any Service it provides for whatever reasonable cause it may deem necessary to do so, and this shall extend to work in progress services where there are sudden debtor risks arising, or concern for safe work practice, or the environment. The Customer agrees and acknowledges that the Company is not liable for any resulting loss (including Consequential Loss) or damage caused to the Customer and or its Goods or Services as a consequence of such refusal of service.

 

1. Storage

1. The Company reserves the right to refuse at its discretion the Storage of Goods.

2. The Goods are Stored entirely at the risk of the Customer, and the Company accepts no liability for the Goods whatsoever.

3. 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.

4. 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.

 

1. 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.

 

1. 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.

 

 

1. Variation and Waiver

1. Subject to the law, the Company may vary these terms at any time by giving the Customer 10 business days’ notice, which may be published on the Company’s website.

2. 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.

3. 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.

 

1. No Authority to Depart from Terms

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

 

1. 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.

 

1. 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.

 

1. 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.

 

1. Assignment

The Company may assign its rights and obligations under its agreement with the Customer without the Customer’s written consent. The Customer may not assign its rights or obligations under these terms.

 

1. Notices

A notice under these terms is effective if it is in writing and sent to the other party by ordinary pre-paid post, facsimile or email address set out in correspondence from the Customer, or subsequently notified by the other party in writing. If sent by pre-paid post, a notice is deemed to be received 4 business days after post within Australia (or 7 days outside of Australia). If sent by facsimile or email during the hours 9am to 5pm AEST on a business day in Australia and a confirmation receipt or delivery receipt is produced, a notice is deemed to be received on that day. If sent by facsimile or email at all other times and a confirmation receipt or delivery receipt is produced, a notice is deemed to be received on the next business day in Australia. If no confirmation or delivery receipt has been produced a noticed via email is deemed to be received two businesses days after it has been sent.