Warehousing Terms and Conditions of Carriage

TERMS AND CONDITIONS OF CARRIAGE

These Terms and Conditions, together with any credit application, quotation, or invoice to which these terms are attached or in which these Terms and Conditions are referred, together make up a legally binding agreement (Agreement) between sc3sixty Warehousing (SC3SIXTY WAREHOUSING PTY LTD ABN 61 680 982 905) AND the person(s) or company named as the Consignor in the Credit Application quotation, order or invoice (Consignor). All other terms and conditions are excluded to the fullest extent permitted by law, including specifically and without limitation, any terms and conditions sought to be imposed by the Consignor, whether put forward in the Consignor’s order, the Consignor’s specification or otherwise by the Consignor.

• it has fully and adequately described the Goods, their nature, weight and measurements, sender and receiver’s details, the Consignor’s pallet, batch or carton identification numbers and complied with all applicable laws and regulations(including Heavy Vehicle National Law and Chain of Responsibility) about the notification, classification, description, labelling, transport and packaging of the Goods;
• the Person delivering the Goods to sc3sixty Warehousing for Carriage is authorised to do so;
• it is either the Owner or the authorised agent of the Owner of the Goods and it accepts these Terms and Conditions for itself and the Owner as well as for any other Person for whom the Consignor is acting;
• the Goods are fit for Carriage, are packed and secured in appropriate packaging, are packed in a proper way to conform with the requirements of the consignee and to withstand the ordinary risks of Carriage and to ensure they arrive at the destination in the same condition they were presented to sc3sixty Warehousing.
• the Goods are in sound condition and free from vermin and any contamination.
• Goods that are sensitive to temperature are presented at the correct transit temperature for those Goods.
• where the Consignor requires Goods that are sensitive to temperature and are to be collected and pre-cooled the Consignor will notify sc3sixty Warehousing with enough lead time prior to pick-up to enable the correct temperature to be obtained prior to dispatch;
• the Goods are ready for transport prior to the pick-up and cut-off times for the destination;
• all relevant paperwork including the consignment note will be completed and ready to travel with the Goods;
• all pallets will be on an exchange basis unless pallets are transferred direct from the Consignor’s pallet account.
• Perishable and other Goods delivered without marks, or with marks which have been obliterated or omitted or which do not correspond with any marks shall be accepted by the Consignee and all other deliveries, if those Goods are of the same general description as the Goods in satisfaction of which they are delivered, in full satisfaction of those Goods.
• if any Goods are to be transported or stored in a temperature-controlled environment, temperature variations can occur. sc3sixty Warehousing will endeavour to ensure that transport or storage occurs at a temperature within accepted tolerance levels. Any temperature record maintained by sc3sixty Warehousing will be conclusive of the temperature at which the Goods were transported or stored;
• sc3sixty Warehousing is not required to comply with any direction or instruction provided by the Owner or consignee that might have the effect of contributing to a breach of, or prevent sc3sixty Warehousing from complying with its obligations under the Heavy Vehicle National Law and sc3sixty Warehousing is not liable for any loss or damage which may be suffered by the Owner or consignee as a result of any action or inaction undertaken by sc3sixty Warehousing to ensure compliance with the Heavy Vehicle National Law
  

• reserves the right to refuse to carry any consigned Goods presented in breach of the Consignor’s warranties and agreements;
• is not liable for any claims made against it if any Goods are presented in poor condition or outside the optimum transit temperature for those Goods and sc3sixty Warehousing is requested by the Consignor to transport the Goods to meet time schedules;
• may, if any identifying document or mark on Goods is lost, damaged, destroyed or defaced, open any document, wrapping, package or other container in which the Goods are placed or carried to inspect them either to determine their nature or condition or to determine their ownership;
• may at its discretion retain and decline to deliver the Goods until all freight and charges are paid and until the identity of the Person to whom the Goods should be delivered is established to the satisfaction of sc3sixty Warehousing but sc3sxity is under no obligation to refrain from delivering the Goods to a Person whose identity is not to its satisfaction
• shall advise the Consignor as soon as reasonably practicable if sc3sixty Warehousing is unable to perform its obligations due to events or circumstances which are outside of its reasonable control in which case the Consignor may at its cost contract a third party to undertake the Carriage. No payment shall be made to sc3sixty Warehousing for the part of the Carriage that sc3sixty Warehousing is unable to provide and sc3sixty Warehousing has no liability in respect to that Carriage or its non-performance or its delay.
  

• terminate the Carriage and abandon the Goods, if it considers that to be necessary, or
• take additional measures or incur additional expense or risk as may in its opinion be necessary to enable the Carriage to be effected or further effected and the cost of those additional measures plus the amount of such additional costs shall be reimbursed to sc3sixty Warehousing by the Consignor or
• elect without notice to any Owner to discharge, unload, retain or deliver the Goods at any place which sc3sixty Warehousing considers to be necessary or convenient and, if sc3sixty Warehousing so requires, that Goods shall be claimed and delivery thereof be accepted at that other place and any additional costs and expenses incurred by and as determined by sc3sixty Warehousing in effecting such delivery at that other place (including cost of any storage of Goods which in its discretion it may cause to be effected) shall be a charge payable by the Consignor.
  

a) the Consignor will:

• furnish an address to which notices may be sent;
• provide samples of the signatures of persons entitled to collect the goods; and
• provide an inventory of the Goods to sc3sixty Warehousing.
  
  

b) Upon provision of reasonable written notice, sc3sixty Warehousing will allow the Consignor to inspect the Goods, provided that inspection of the Goods will be at the Consignor’s risk.

c) sc3sixty Warehousing may (but is not required to):

• check any inventory provided by the Consignor; and
• produce its own inventory of the Goods received at the time of receipt. Any such inventory will detail visible items but not any contents of any items unless the Consignor directs sc3sixty Warehousing to detail contents. If sc3sixty Warehousing is required by the Consignor to detail contents, sc3sixty Warehousing may levy a charge for the preparation of the inventory.
  
  

d) If the Consignor signs or otherwise agrees with an inventory prepared by sc3sixty Warehousing, the inventory will be conclusive evidence of the Goods received by sc3sixty Warehousing from the Consignor.

e) Storage Charges do not include loading, unloading, removing, packing, unpacking, restoring, preparation of reports and inventories at the request of the Consignor, or delivering any Goods all of which attract extra charges as determined by sc3sixty Warehousing.

f) sc3sixty Warehousing will be entitled to remove the Goods from a place of storage to another place of storage at its discretion.

g) The Consignor must give 48 hours’ notice to sc3sixty Warehousing of its intention to remove Goods from storage.

h) sc3sixty Warehousing will not be obliged to deliver any Goods except to the Consignor or to a Person authorised in writing by the Consignor to receive the Goods without a direction in writing from the Consignor; and payment of all amounts due by the Consignor to sc3sixty Warehousing on any account whatsoever.

i) The Consignor will remove its Goods from storage within seven days of receipt of written notice from sc3sixty Warehousing

• Freight and other charges for the Carriage shall be calculated and charged, at sc3sixty Warehousing’s option, on any one or more of gross weight, measurement, value or quantity of the Goods in accordance with sc3sixty Warehousing’s standard freight rates and charges operative at the commencement of the Carriage and applicable thereto. Such freight rates and charges are set forth in sc3sixty Warehousing’s current freight schedules as from time to time amended and are known to the Consignor.
• If a special rate or price has been agreed to by sc3sixty Warehousing in respect of the Carriage, Freight and other charges shall be calculated and charged in accordance with such specially arranged rate or price.
• sc3sixty Warehousing shall be entitled (but under no obligation) to check the weight, measurement, value or quantity of the Goods at any time and if the same are incorrect, the freight and other charges shall be adjusted accordingly, and the amount of all expenses incurred by sc3sixty Warehousing in connection with such checking shall be a charge payable by the Consignor.
• Freight and other charges shall be deemed earned on acceptance of the Goods from the Consignor, and all freight and all charges payable shall be paid to sc3sixty Warehousing and shall be and remain payable notwithstanding any refusal to accept or rejection of Goods by the consignee or any other person, and whether or not Goods are lost, damaged or delayed in transit, and whether or not the Goods are delivered in accordance with these terms or at all;
• If Goods are not made promptly available to sc3sixty Warehousing at the place and at the time arranged between the Consignor and sc3sixty Warehousing or if Goods are not claimed and delivery of them accepted immediately on their arrival at the place of delivery or so soon thereafter as sc3sixty Warehousing requires, the amount of all additional cost resulting therefrom, as determined by sc3sixty Warehousing shall be an additional charge payable by the Consignor
  

• You must pay to sc3sixty Warehousing without setoff or deduction the freight and other charges for the Carriage the Goods as determined by sc3sixty Warehousing in its sole discretion and listed on its corresponding tax invoice provided to You current at the time of delivery or completion at the point of delivery to You, or Your agent
• Unless You have an approved credit account with sc3sixty Warehousing, payment for the Carriage must be made on or before delivery of the Goods by sc3sixty Warehousing.
• If You have an approved credit account with sc3sixty Warehousing, the Carriage supplied by sc3sixty Warehousing must be paid within 14 days of the date of invoice, or 14 days of the date of delivery, whichever occurs first.
• Time for payment is of the essence. Without prejudice to any other remedy, sc3sixty Warehousing may charge interest on any overdue payments calculated at 10% per annum from the due date, until paid.
• sc3sixty Warehousing have the sole discretion to apply payments from You to any transaction or invoice notwithstanding that You may have applied the payment to a particular transaction or invoice.
• You indemnify sc3sixty Warehousing on demand against all costs, charges, expenses and legal costs (on a solicitor- client basis) incurred by sc3sixty Warehousing in recovering sums owed by You including commission, if any, charged by a mercantile agent.
• All amounts payable by You under this Agreement are exclusive of GST. If GST is payable on any supply made by a party under this Agreement, the consideration for that supply will be increased by an amount equal to the GST liability incurred by the party making the supply and paid at the same timeand in the same manner as the consideration.
  

• remove all or any of the Goods and store them as the sc3sixty Warehousing thinks fit at the Consignor’s risk and expense; and
• open and sell all or any of the Goods as the sc3sixty Warehousing thinks fit (whether by private treaty or public auction) and apply the proceeds to discharge the lien and costs of sale without being liable to any Person for any loss or damage caused.
  

• sections 125, 142 and 143 of the PPSA do not apply (unless the Consignor is otherwise notified in writing by sc3sixty Warehousing;
• any right to receive a notice or statement arising by virtue of sections 129, 130, 132, 134 and 135 of the PPSA is waived; and
• any right to receive a copy or any notice of any verification statement confirming registration of a financing statement or a financing change statement relating to any security interest under or provided for by these conditions is waived.
  

a. The liability of sc3sixty Warehousing to the Consignor or the Owner or to any other Person shall be limited in accordance with these terms and conditions in respect of the Goods;

b) Subject to clause 15(c), all guarantees, terms, conditions, warranties, undertakings, inducements or representations whether express or implied, statutory or otherwise, relating to this Agreement or its subject matter are excluded to the maximum extent permitted by law. The limitation of liability in this clause shall apply irrespective of the manner in which or the time at which or the place at which or the reason whereby any such loss, mis-delivery, damage or injury or delay may have occurred notwithstanding that the same may have been due or occasioned by, or may have arisen as a result of or as incidental to any negligence, act or omission or any part thereof by sc3sixty Warehousing, and includes the following circumstances:

• any loss or non-delivery or mis-delivery of the Goods or any part thereof; or
• any damage or injury to or any delay in the delivery of the Goods or any part thereof; or
• any damage directly or indirectly caused by or which may arise out of any such loss, non-delivery, mis-delivery, incorrect description, damage, injury or delay; or
• any damage including deterioration of chilled, frozen, refrigerated or perishable Goods; or
• vany damage, loss or injury arising after transit has ceased.

c) sc3sixty Warehousing do not exclude, restrict or modify any liability that cannot be excluded restricted or modified or which cannot be excluded, restricted or modified except to a limited extent as between sc3sixty Warehousing and You by law, including under the Competition and Consumer Act 2010 concerning a Consignor who deals with a consumer or on sells to a consumer. However, where such statutory provisions apply, to the extent to which sc3sixty Warehousing are entitled to do so, its liability will be limited, at Our option to:

• the supply of the Carriage again; or;
• ithe payment of the cost of having the Carriage supplied again.

d) To the extent permitted by law, and subject only to any express exception contained in this Agreement, sc3sixty Warehousing will under no circumstances be liable in any way whatsoever to You for any form of loss, damage or expenses (including indirect or consequential loss, loss of goodwill, profits, business or use, or rectification costs) sustained or incurred by You or any other party in consequence of, or resulting directly or indirectly out of, the supply of the Goods by sc3sixty Warehousing, the use or performance thereof, any breach by sc3sixty Warehousing of this Agreement or the negligence of sc3sixty Warehousing.

e) You indemnify sc3sixty Warehousing for any loss or damage suffered by sc3sixty Warehousing arising from or in connection with:

• any breach of this Agreement by, or negligence of, You.
• any breach of law by You
  

a) You may not without the prior written consent of sc3sixty Warehousing assign or otherwise transfer any of Your rights or obligations under this Agreement.

b) All clerical errors are subject to correction and will not bind sc3sixty Warehousing.

c) If a provision of this Agreement would, but for this clause be unenforceable:

• the provision must be read down to the extent necessary to avoid that result;
• if the provision cannot be read down to that extent, it must be severed without altering the validity and enforceability of the remainder of the Agreement.
  
  

d) This Agreement is governed by the laws of New South Wales and the parties subject to the jurisdiction of the Court of that state.