Container Zone Logo

1 Definitions

1.1  “Company” shall mean Containerzone Pty Ltd t/as Containerzone , and its successors and assigns or any person acting on behalf of and
with the authority of Containerzone Pty Ltd t/as Containerzone
1.2  “Sub-Contractor” shall mean and include:
(a) railways or airways operated by the Commonwealth or any state or any other country or by any corporation; or
(b) any other person or entity with whom the Company may arrange for the carriage or storage of any Goods the subject of the contract; or
(c) any person who is now or hereafter a servant, agent, employee or sub-contractor of any of the persons referred to in clause
1.2(a) and 1.2(b).
1.3  “Customer” means any person/s requesting the Company to provide the Services (or person/s acting on behalf of and with the authority of the
Customer) as specified in any invoice, document or order, and if there more than one person requesting the Services is a reference to each person jointly and severally.
1.4  “Consignee” shall mean the person to whom the Goods are to be delivered by way of the Company’s Services.
1.5  “Services” shall mean all services supplied by the Company to the Customer (including, but not limited to, anything done or to be done in relation
to the Goods, or the provision of any services ancillary to the Goods such as moving, storing or leaving the Goods at any warehouse, yard,
terminal, wharf or other place or area, loading or unloading the Goods from any vehicle, vessel or other conveyance, stowing or packing the
Goods, or fumigating, transhipping, or otherwise handling the Goods, or anything else done in relation thereto), including the offering of any advice or recommendations.
1.6  “Goods” shall mean cargo together with any container, packaging, or pallet(s) to be moved from one place to another by way of the Company’s
Services, or for storage by the Company.
1.7  “Dangerous Goods” means Goods so classified in the Dangerous Goods Code or which are or may become noxious, dangerous, hazardous,
inflammable, explosive or damaging (including waste, contaminated or radioactive material, or capable of causing death, injury, or damage to any
person or property whatsoever, and include (for the purpose of this agreement) 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 cartage by road or rail in the States
and Territories of Australia.
1.8  “Montreal Convention” means the Montreal Convention 1999 as applied respectively by the legislation of the Commonwealth of Australia and of New Zealand.
1.9  “Hague-Visby-Rules” means the provisions of the International Convention for the unification of certain rules relating to bills of lading signed at
Brussels on 25th August 1924 as amended by the Visby Protocol of 23rd February 1968 and the SDR Protocol of 21st December 1979.
1.10  “Price” shall mean the cost of the Services (plus any GST where applicable) as agreed between the Company and the Customer subject to
clause 4 of this contract.
1.11  “GST” means Goods and Services Tax (GST) as defined within the “A New Tax System (Goods and Services Tax) Act 1999” (Cth).

2  Acceptance

2.1  The Customer is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the
Customer places an order for, or accepts Services provided by, the Company.
2.2  These terms and conditions may only be amended with both parties consent in writing and shall prevail to the extent of any inconsistency with
any other document or agreement between the Customer and the Company.
2.3  These terms and conditions are to be read in conjunction with the Company’s quotation, consignment note, agreement, airway bills, manifests, or
any other forms as provided by the Company to the Customer. If there are any inconsistencies between these documents then the terms and
conditions contained in this document shall prevail.
2.4  The use of a Customer’s own form (and/or terms and conditions) shall in no way derogate from these conditions, the whole of which shall,
notwithstanding anything contained in any such form (and/or terms and conditions), constitute terms of the agreement so entered into. Any
provisions in any such form (and/or terms and conditions) which is contrary to any provisions of these Terms and Conditions shall, to the extent
of such inconsistency, be inapplicable.
2.5  None of the Company’s agents or representatives are authorised to make any representations, statements, promise, warranty, conditions or
agreements not expressed by the manager of the Company in writing, nor is the Company bound by any such unauthorised statements.
2.6  Except under special arrangements previously made in writing, the Company will not accept or deal with any:
(a) Dangerous Goods. Any person delivering such Goods to the Company, or causing the Company to handle or deal with any such Goods,
shall be liable for all loss or damage caused thereby and shall 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 such Goods are accepted) if they become dangerous to other goods or
(b) bullion, coins, precious stones, jewellery, valuables, antiques, pictures, livestock or plants, and the Company will not accept any liability
whatsoever for any such Goods.

3  Change in Control

3.1  The Customer shall give the Company not less than fourteen (14) days prior written notice of any proposed change of ownership of the Customer
and/or any other change in the Customer’s details (including but not limited to, changes in the Customer’s name, address, contact phone or fax
number/s, or business practice). The Customer shall be liable for any loss incurred by the Company as a result of the Customer’s failure to
comply with this clause.

4  Price and Payment

4.1  At the Company’s sole discretion the Price shall be either:
(a) as indicated on invoices provided by the Company to the Customer in respect of Services provided; or
(b) the Company’s quoted Price (subject to clause 4.2) which shall be binding upon the Company provided that the Customer shall accept in
writing the Company’s quotation within twenty-eight (28) days; and
(c) have been calculated by weight, measurement or value, 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, or re-value or re-measure or require the Goods to be
re-weighed, or re-valued or re-measured and charge proportional additional freight accordingly.
4.2  The Company reserves the right to change the Price:
(a) if a variation to the Company’s quotation is requested or required (including as to the nature or quantity of the Goods, nature and location of
the collection and/or delivery address, facilities available for packing, loading or unloading, weather conditions or delays beyond the control of
the Company, delivery times or date or otherwise, etc.);
(b) to reflect any increases to the Company in the cost of providing the Services which are beyond the reasonable control of the Company
(including, without limitation, increases in the cost of labour or materials, foreign exchange fluctuations, or increases in taxes or customs
duties or insurance premiums or warehousing costs).
4.3  At the Company’s sole discretion a non-refundable deposit may be required.
4.4  Time for payment for the Services being of the essence, the Price will be payable by the Customer on the date/s determined by the Company,
which may be:
(a) before delivery of the Goods;
(b) on delivery of the Goods;
(c) by way of instalments/progress payments in accordance with the Company’s payment schedule;
(d) the date specified on any invoice, consignment note, airway bill, manifest or other form as being the date for payment; or
(e) failing any notice to the contrary, the date which is fourteen (14) days following the date of any invoice given to the Customer by the
4.5  Payment may be made by cheque, bank cheque, electronic/on-line banking, credit card (a surcharge may apply per transaction) or by any other
method as agreed to between the Customer and the Company.
4.6  The Customer shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Customer by the
Company nor to withhold payment of any invoice because part of that invoice is in dispute.
4.7  Unless otherwise stated the Price does not include GST. In addition to the Price the Customer must pay to the Company an amount equal to any
GST the Company must pay for any provision of Services by the Company under this or any other agreement. The Customer must pay GST,
without deduction or set off of any other amounts, at the same time and on the same basis as the Customer pays the Price. In addition the
Customer must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the
4.8  Receipt by the Company of any form of payment other than cash shall not be deemed to be payment until that form of payment has been
honoured, cleared or recognised, and until then the Company’s ownership or rights in respect of the Services, and this agreement, shall continue.

5  Customer’s Responsibility

5.1  The Customer expressly warrants to the Company that:
(a) the Customer is either the owner or the authorised agent of the owner of any Goods or property that is the subject matter of this agreement,
and by entering into this agreement the Customer accepts these terms and conditions for the Consignee as well as for all other persons on
whose behalf the Customer is acting;
(b) the Goods are fit for carriage and are not Dangerous Goods;
(c) the person handing over the Goods to the Company is authorised to sign and accept these terms and conditions;
(d) it is the Customer’s sole responsibility to address adequately each consignment and to provide written delivery instructions to enable effective
(e) any packaging, labelling and/or marking by the Customer accurately describes the Goods as to content, weight and method of handling or
otherwise, complies with applicable Dangerous Goods Code, any other applicable laws and with any relevant Australian or international
5.2  The Customer shall indemnify the Company against any loss (including any fine, levy, charge or other monetary imposition to which the
Company may become liable incidental to the carriage) damage, death or injury, including loss or damage to the Company’s containers and/or
equipment arising out of:
(a) the Customer’s unreasonable detention of any vehicle container or other equipment of the Company;
(b) any breach of the Customer’s warranties under clause 5.1, including the failure to comply with clause 5.1(e).
5.3  The Company and the Customer agree that the Customer’s obligations to the Company for the provision the Services shall not cease until:
(a) the Customer has paid the Company all amounts owing to the Company; and
(b) the Customer has met all other obligations due by the Customer to the Company in respect of all contracts between the Company and the

6  Provision of the Services

6.1  Any time specified by the Company for provision of the Services is an estimate only and the Company will not be liable for any loss or damage
incurred by the Customer as a result of any delay. However, both parties agree that they shall make every endeavour to enable the Services to
be provided at the time and place as was arranged between both parties. In the event that the Company is unable to provide the Services as
agreed solely due to any action or inaction of the Customer then the Company shall be entitled to charge a reasonable fee for re-providing the
Services at a later time and date.
6.2  The Customer authorises the Company (in its discretion at any time without notice to the Customer) to:
(a) license or sub-contract all or any part of its rights and/or obligations, including using the services of others where necessary to ensure
compliance with lawful authority requirements, etc.;
(b) deviate from the usual, customary, intended or advertised route (whether or not the nearest and/or most direct and/or customary) or manner
of carriage of Goods that may be deemed reasonable or necessary in the circumstances, including stay at any place whatsoever once or
more often in any order backwards or forwards and/or store the Goods at any such place for any period whatsoever;
(c) comply with any order direction or recommendation on loading, unloading, departure, routes, place or call, stoppages, destination, arrival,
discharge, delivery or otherwise whatsoever given by any lawful authority; and
(d) if the carriage of Goods involves an ultimate destination or stop in a country other than the country of departure, the Warsaw Convention
(1929), the Warsaw Convention as Amended at the Hague (1955) and Warsaw supplementary protocols such as the “Guadalajara
Convention”, Protocol of Montreal No. 4 or the Montreal Convention may be applicable and may govern and in most cases limit the liability of
the Company in respect of loss, damage or delay to cargo, unless a higher value is declared in advance by the Customer and a
supplementary charge paid if required.
6.3  The Customer acknowledges and agrees:
(a) the Company contracts with the Customer both on its own behalf and on the behalf of the Company’s servants, agents and subcontractors,
and the Customer undertakes that the Customer will not make any claims against such servant, agent or subcontractor which may impose
upon any of them any liability whatsoever in connection with the Goods or the provision of the Services, whether or not arising out of
negligence or a wilful act or omission by any of them;
(b) in respect of any clause herein which excludes, or in any way limits, the liability of the Company in respect of the Services, the Company, in
addition to acting for itself, is acting as an agent of, and trustee for, each of its employees and also any other person or company with whom
the Company arranges for the carriage of the Goods (and the employees of such person or company) so that these parties are parties to this
agreement in so far as to the exclusions or indemnities that are contained herein are concerned and, in so far as may be necessary to give
effect to this clause, the Company will hold the benefit of these terms and conditions for its employees and so any such person or company
and their employees;
(c) the Customer shall indemnify the Company against:
(i) the consequences of such claim or allegation thereof;
(ii) all claims or demands whatsoever by whomsoever made in respect of any loss, damage, or injury howsoever caused whether or not by
negligence or wilful act or omission of the Company, its servants, agents or subcontractors.
6.4  The Company’s charges shall be considered earned in the case of Goods for carriage as soon as the Goods are loaded and despatched from the
Customer’s premises.

7  Loading and Unloading on and from Transportation Vehicle

7.1  The Customer shall be responsible for the cost of, and arranging for, the loading and unloading of the Goods on and from the relevant
transportation vehicle.
7.2  In the event that there is a delay in the loading or unloading of the Goods by reason other than the default of the Company, the Customer shall be
liable for the Company’s expenses incurred by reason of the delay, including demurrage costs as notified by the Company orally or in writing from
time to time or available upon request.
7.3  The Customer shall provide adequate and suitable facilities and equipment for loading and unloading the Goods from the relevant transportation
vehicle. The Customer also warrants that the Goods will be suitable for carriage in such vehicle.
7.4  The Customer has the right to inspect the transportation vehicle before the loading of the Goods. Absent any inspection or complaint, the
transportation vehicle will be deemed to be in adequate and suitable condition for the carriage of the Goods. Thereafter, the Customer shall have
no rights against the Company with respect to the condition of the vehicle and the Company will have no liability in respect of any loss or damage
caused by the inadequate or unsound condition of the vehicle.

8 Freight Forwarding

8.1  Except to the extent that any of the Services shall be actually performed by the Company, they shall act as a forwarding agent only. the
(a) shall be entitled, to enter into contracts on behalf of and as agent for the Customer and without notice to the Customer, for the carriage of the
Goods by any route, means and carrier, for the storage, packing, trans-shipment, unloading, loading or handling of Goods by any person at
any place and for any length of time, and for such other matters as in the opinion of the Company may be necessary or desirable to the
performance of the Services. The Customer hereby appoints the Company the agent of the Customer for the purpose of entering into any
contract, upon such terms and conditions, as the Company may in its absolute discretion think fit. The Customer shall be bound by the terms
of any consignment note, air waybill or other contractual document which the Company may receive for the Goods, or for any package, unit
or container in which the Goods may be packed, whether by the Customer, the Company, or any other person;
(b) is not a “Common Carrier” and will accept no liability as such. All articles are carried or transported and all storage and other services are
performed by the Company subject only to these conditions and the Company reserves the right to refuse the carriage or transport of articles
for any person, corporation or body, and the carriage or transport of any class of articles at its discretion.

9  Custom Brokerage

9.1  The Customer agrees that, by signing acceptance of these Terms and Conditions the Customer duly authorises the Company to act as their
nominated Customs Broker under Section 181 (1) of the Customs Act 1901 (as Authorised Agents), to act on the Customer’s behalf, with the
Company then becoming the Customer’s duly nominated agent or sub-agent as appointed, in all matters involving the Australian Customs
9.2  The Customer acknowledges that the Company will, for the purposes of customs duty, classify the Goods, compile the Goods for customs
purposes and calculate the customs duty payable on the Goods based on the information provided by the Customer to the Company in relation to
the Goods, and the Company shall not be liable for any mistake in classification, or compiling of the Goods or calculation of customs duty
resulting from the failure of the part of the Customer to provide sufficient information to the Company concerning the Goods so as to enable the
Company properly to classify and compile the Goods and properly calculate the customs duty on the Goods.
9.3  In the event that an examination of the Goods in required by any statutory authority, or other person authorised by the Customer or entitled to
examine the Goods, the Company shall not be responsible for failure to arrange, or delay in arranging such examination unless the Company
shall have been given sufficient written notice by the Customer to enable it to arrange such examination.
9.4  The Company is entitled to be paid, and retain, all brokerages, commissions, allowances and other remuneration’s paid to, or retained by, ship
forwarding agents (or freight forwarders) and/or insurance brokers.

10  Customer-Packed Containers

10.1  Subject to any written special instructions to the contrary, the Customer is solely responsible for the safe and proper packaging of the Goods
(including the manner in which the Goods have been packed, the suitability of the Goods for carriage or manner or packaging and/or the
condition of the packaging, etc.) and for any loss suffered or incurred by any person (including the Customer) through any such failure.

11  Insurance

11.1 No insurance will be effected except upon express instructions as to the risks to be insured against and the value or values to be declared in
writing by the Customer, and all insurances effected by the Company subject to the usual exceptions and conditions or the policies of the
insurance company or underwriters accepting the risk. The Company shall not be under any obligation to effect separate insurance on each
consignment but may declare it on any open or general policy. Should the insurers’ dispute their liability for any reason the insured shall have
recourse against the insurers only and the Company shall not be under any responsibility or liability in relation thereto, notwithstanding that the
premium upon the policy may not be at the same rate as that charged by the Company or paid to the Company by the Customer.

12 Delivery of the Goods

12.1  The Company is authorised to deliver the Goods at the address given to the Company by the Customer for that purpose and:
(a) the Customer (or the nominated carrier of the Customer) shall make all arrangements to necessary to take delivery of the Goods whenever
they are tendered for delivery, or delivery shall be made to the Customer at the Company’s address;
(b) it is expressly agreed that the Company shall be taken to have delivered the Goods in accordance with this contract if at that address the
Company obtains from any person a receipt or a signed delivery docket for the Goods.
12.2  The Company may deliver the Goods by separate instalments (in accordance with the agreed delivery schedule). Each separate instalment shall
be invoiced and paid for in accordance with the provisions in this contract.
12.3  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 payments or tender of the net proceeds of any sale after deduction
of charges shall be equivalent to delivery. All charges and expenses arising in connection with the sale or disposal of the Goods shall be paid by
the Customer.
12.4  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 (as per clause 16.1) or returned at the Company’s option at any time after expiration of twenty-one
(21) days from a notice in writing sent to the address which the Customer gave to the Company for delivery of the Goods. A communication from
any agent or correspondent of the Company to the effect that the Goods cannot be delivered for any reason shall be conclusive evidence of that
12.5  Instructions to collect payment on delivery of the Goods (COD), in cash or otherwise, are accepted by the Company upon the condition that the
Company in the matter of such collection will be liable for the exercise of reasonable diligence and care only.

13 Loss or Damage

13.1  Subject to clause 17 and any statutory provisions imposing liability in respect of the loss of or damage to the Goods, the Company shall not be
under any liability for:
(a) any loss of, or damage to, Goods, unless such loss or damage occurs whilst the Goods are in the actual custody of the Company and under
its actual control, and/or is due to the wilful neglect or default of the Company or its own servants;
(b) any delay in delivery, forwarding or transit or failure to deliver the Goods;
(c) any deterioration, contamination, evaporation or any consequential loss or loss of market, howsoever caused;
(d) any failure to follow instructions given to it by, or on behalf of, the Customer, whether or not such failure is wilful;
(e) any damage or expense arising from, or in any way connected with, marks, numbers, brands, contents or quality of description of the Goods;
(f) any loss or damage resulting from fire, water, explosion or theft, whether caused by negligence of the Company’s servants or otherwise.
13.2  In the case of carriage by sea or air, no optional declaration of value to increase the carrier’s liability under either the Carriage by Civil Aviation
(Carrier’s Liability) Act 1959, Article 22(2) of Schedule 1 as amended by Schedule 2, or Article IV Rule 5(a) of Schedule 1 of the Carriage of
Goods by Sea Act 1991, will be made except upon express instructions given in writing to the Customer. In all other 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 Customer’s risk or other minimum charges
unless express instructions in writing to the contrary are given by the Customer.

14 Indemnities

14.1  The defences and exclusions of liability in these conditions (including clause 13) apply in any action (whether based on contract, tort, bailment or
any other cause of action howsoever arising) against the Company even if it is resulted from an act or omission of the Company done wilfully or
recklessly with knowledge that damage would or would probably result.
14.2  Nothing whatsoever done or omitted to be done or other conduct by the Company in breach of these terms and conditions or otherwise
howsoever lawfully or unlawfully shall under any circumstances constitute either a breach going to the root of this agreement, or a deviation or
departure therefrom or a repudiation thereof such as to have effect of disentitling the Company from obtaining the benefit of and enforcing all
rights, defences, exceptions, immunities and limitations of liability and other protections herein which shall continue to have full force and effect in
any event whatsoever.
14.3  Subject to clause 17, but without prejudice to any other provision hereof, this agreement and any other agreement the Company makes under its
authority and any contract made by any person whom the Company has delegated such authority, shall be made by the Customer or be allowed
or admitted further subject to all terms, conditions and requirements which may be imposed on or with respect to the Goods or the carriage
thereof (including storage by any port, harbour, dock, railways, shipping, airways or other lawful authority or person into whose hands it may
become necessary to entrust the Goods or to whose control the Goods become subject in transit). All further or additional charges which may
become payable on the Goods or their carriage as a result shall be payable in the manner as provided by clause 4.

15 Lien

15.1  The Company shall have a lien on any Goods owned by the Customer and in the possession or control of the Company (and any documents
relating to those Goods) for all sums payable by the Customer to the Company, and the Company shall have the right to sell such Goods or
cargo by public auction or private treaty (subject to clause 12.3) after giving seven (7) days’ notice to the Customer. the Company shall be
entitled to retain the sums due to it, in addition to the charges incurred in detention (and/or unsuccessful delivery) and sale of such Goods, from
the proceeds of sale and shall render any surplus to the entitled person. Any such sale shall not prejudice or affect the Company’s right to
recover from the Customer any charges due or payable in respect of the carriage or such detention and sale.

16  Claims

16.1  Notwithstanding clauses 11 and 13, in the event that the Customer believes that they have any claim against the Company then they must lodge
any notice of claim for consideration and determination by the Company within three (3) days of the date of delivery, or for non-delivery within
three (3) days of the anticipated date of delivery or the removal or destruction of the Goods.
16.2  The failure to notify a claim within the time limits under clause 16.1 is evidence of satisfactory performance by the Company of its obligations

17 The Commonwealth Competition and Consumer Act 2010 and Fair Trading Acts

17.1  Under applicable State, Territory and Commonwealth Law (including, without limitation the CCA), certain statutory implied guarantees and
warranties (including, without limitation the statutory guarantees under the CCA) may be implied into these terms and conditions (Non-Excluded
17.2  The Company acknowledges that nothing in these terms and conditions purports to modify or exclude the Non-Excluded Guarantees.
17.3  Except as expressly set out in these terms and conditions or in respect of the Non-Excluded Guarantees, the Company makes no warranties or
other representations under these terms and conditions including but not limited to the quality or suitability of the Services. The Company’s
liability in respect of these warranties is limited to the fullest extent permitted by law.
17.4  If the Customer is a consumer within the meaning of the CCA, the Company’s liability is limited to the extent permitted by section 64A of
Schedule 2.
17.5  If the Company is required to rectify, re-provide, or pay the cost of re-providing the Services under this clause or the CCA, but is unable to do so,
then the Company may refund any money the Customer has paid for the Services but only to the extent that such refund shall take into account
the value of Services which have been provided to the Customer which were not defective.
17.6  If the Customer is not a consumer within the meaning of the CCA, the Company’s liability for any defective Services is:
(a) limited to the value of any express warranty or warranty card provided to the Customer by the Company at the Company’s sole discretion;
(b) otherwise negated absolutely.

18 Cancellation

18.1 Without prejudice to any other remedies the Company may have, if at any time the Customer is in breach of any obligation (including those
relating to payment) the Company may suspend or terminate the provision of Services to the Customer and any of its other obligations under the
terms and conditions. The Company will not be liable to the Customer for any loss or damage the Customer suffers because the Company
exercised its rights under this clause.
18.2  the Company may cancel any contract to which these terms and conditions apply or cancel the provision of the Services at any time before the
Services have commenced by giving written notice to the Customer. On giving such notice the Company shall repay to the Customer any sums
paid in respect of the Price. The Company shall not be liable for any loss or damage whatever arising from such cancellation.
18.3  In the event that the Customer cancels the provision of the Services, then the Customer shall be liable for any loss incurred by the Company
(including, but not limited to, any loss of profits) up to the time of cancellation.

19 Default and Consequences of Default

19.1  Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and one half
percent (2.5%) per calendar month (and at the Company’s sole discretion such interest shall compound monthly at such a rate) after as well as
before any judgment.
19.2 If the Customer owes the Company any money the Customer shall indemnify the Company from and against all costs and disbursements
incurred by the Company in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client
basis, the Company’s contract default fees, and bank dishonour fees).
19.3  Further to any other rights or remedies the Company may have under this contract, if a Customer has made payment to the Company, and the
transaction is subsequently reversed, the Customer shall be liable for the amount of the reversed transaction, in addition to any further costs
incurred by the Company under this clause 19 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to
the Customer’s obligations under this agreement.
19.4  Without prejudice to the Company’s other remedies at law the Company shall be entitled to cancel all or any part of any order of the Customer
which remains unperformed in addition to and without prejudice to any other remedies and all amounts owing to the Company shall, whether or
not due for payment, become immediately payable in the event that:
(a) any money payable to the Company becomes overdue, or in the Company’s opinion the Customer will be unable to meet its payments as
they fall due; or
(b) the Customer has exceeded any applicable credit limit provided by the Company;
(c) the Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes
an assignment for the benefit of its creditors; or
(d) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the

20 Personal Property Securities Act 2009 (“PPSA”)

20.1  In this clause financing statement, financing change statement, security agreement, and security interest has the meaning given to it by the
20.2  Upon assenting to these terms and conditions in writing the Customer acknowledges and agrees that these terms and conditions constitute a
security agreement for the purposes of the PPSA and creates a security interest in all:
(i) Goods that have previously been carried and any Goods that will be carried in the future by the Company to the Customer; and/or
(ii) collateral (account), being a monetary obligation of the Customer to the Company for Services that have previously been provided, and
will be provided in the future by the Company to the Customer.
20.3  The Customer undertakes to:
(a) promptly sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all
respects) which the Company may reasonably require to;
(i) register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities
(ii) register any other document required to be registered by the PPSA; or
(iii) correct a defect in a statement referred to in clause 20.3(a)(i) or 20.3(a)(ii);
(b) indemnify, and upon demand reimburse, the Company for all expenses incurred in registering a financing statement or financing change
statement on the Personal Property Securities Register established by the PPSA or releasing any registration made thereby;
(c) not register a financing change statement in respect of a security interest without the prior written consent of the Company;
(d) not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods and/or collateral
(account) in favour of a third party without the prior written consent of the Company.
20.4  The Company and the Customer agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these terms
and conditions.
20.5  The Customer waives their rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.
20.6  The Customer waives their rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.
20.7  Unless otherwise agreed to in writing by the Company, the Customer waives their right to receive a verification statement in accordance with
section 157 of the PPSA.
20.8  The Customer must unconditionally ratify any actions taken by the Company under clauses 20.3 to 20.5.
20.9  Subject to any express provisions to the contrary nothing in these terms and conditions is intended to have the effect of contracting out of any of
the provisions of the PPSA.

21  Security and Charge

21.1  In consideration of the Company agreeing to provide the Services, the Customer charges all of its rights, title and interest (whether joint or
several) in any land, realty or other assets capable of being charged, owned by the Customer either now or in the future, to secure the
performance by the Customer of its obligations under these terms and conditions (including, but not limited to, the payment of any money).
21.2  The Customer indemnifies the Company from and against all the Company’s costs and disbursements including legal costs on a solicitor and
own client basis incurred in exercising the Company’s rights under this clause.
21.3  The Customer irrevocably appoints the Company and each director of the Company as the Customer’s true and lawful attorney/s to perform all
necessary acts to give effect to the provisions of this clause 21 including, but not limited to, signing any document on the Customer’s behalf.

22 Privacy Act 1988

22.1  The Customer agrees for the Company to obtain from a credit reporting body (CRB) a credit report containing personal credit information (e.g.
name, address, D.O.B, occupation, previous credit applications, credit history) about the Customer in relation to credit provided by the Company.
22.2  The Customer agrees that the Company may exchange information about the Customer with those credit providers and with related body
corporates for the following purposes:
(a) to assess an application by the Customer; and/or
(b) to notify other credit providers of a default by the Customer; and/or
(c) to exchange information with other credit providers as to the status of this credit account, where the Customer is in default with other credit
providers; and/or
(d) to assess the creditworthiness of the Customer including the Customer’s repayment history in the preceding two years.
22.3  The Customer consents to the Company being given a consumer credit report to collect overdue payment on commercial credit.
22.4  The Customer agrees that personal credit information provided may be used and retained by the Company for the following purposes (and for
other agreed purposes or required by):
(a) the provision of Services; and/or
(b) analysing, verifying and/or checking the Customer’s credit, payment and/or status in relation to the provision of Services; and/or
(c) processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Customer; and/or
(d) enabling the collection of amounts outstanding in relation to the Services.
22.5  The Company may give information about the Customer to a CRB for the following purposes:
(a) to obtain a consumer credit report;
(b) allow the CRB to create or maintain a credit information file about the Customer including credit history.
22.6  The information given to the CRB may include:
(a) personal information as outlined in 22.1 above;
(b) name of the credit provider and that the Company is a current credit provider to the Customer;
(c) whether the credit provider is a licensee;
(d) type of consumer credit;
(e) details concerning the Customer’s application for credit or commercial credit (e.g. date of commencement/termination of the credit account
and the amount requested);
(f) advice of consumer credit defaults, overdue accounts, loan repayments or outstanding monies which are overdue by more than sixty (60)
days and for which written notice for request of payment has been made and debt recovery action commenced or alternatively that the
Customer no longer has any overdue accounts and the Company has been paid or otherwise discharged and all details surrounding that
discharge(e.g. dates of payments);
(g) information that, in the opinion of the Company, the Customer has committed a serious credit infringement;
(h) advice that the amount of the Customer’s overdue payment is equal to or more than one hundred and fifty dollars ($150).
22.7  The Customer shall have the right to request (by e-mail) from the Company:
(i) a copy of the information about the Customer retained by the Company and the right to request that the Company correct any incorrect
information; and
(j) that the Company does not disclose any personal information about the Customer for the purpose of direct marketing.
22.8  The Company will destroy personal information upon the Customer’s request (by e-mail) or if it is no longer required unless it is required in order
to fulfil the obligations of this agreement or is required to be maintained and/or stored in accordance with the law.
22.9  The Customer can make a privacy complaint by contacting the Company via e-mail. the Company will respond to that complaint within seven (7)
days of receipt and will take all reasonable steps to make a decision as to the complaint within thirty (30) days of receipt of the complaint. In the
event that the Customer is not satisfied with the resolution provided, the Customer can make a complaint to the Information Commissioner at

23 General

23.1  The failure by either party to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it
affect that party’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or
unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
23.2  These terms and conditions and any contract to which they apply shall be governed by the laws of New South Wales, the state in which the
Company has its principal place of business, and are subject to the jurisdiction of the Sydney Courts in that state.
23.3  Subject to clause 17, the Company shall be under no liability whatsoever to the Customer for any indirect and/or consequential loss and/or
expense (including loss of profit) suffered by the Customer arising out of a breach by the Company of these terms and conditions (alternatively
the Company’s liability shall be limited to damages which under no circumstances shall exceed the Price).
23.4  The Customer agrees that the Company may amend these terms and conditions by notifying the Customer in writing. These changes shall be
deemed to take effect from the date on which the Customer accepts such changes, or otherwise at such time as the Customer makes a further
request for the Company to provide Services to the Customer.
23.5  Where the Company is unable, wholly or in part, by reason of any fact, circumstance, matter or thing beyond the reasonable control of the
Company, including but not limited to any act of God, war, terrorism, strike, civil commotion, lock-out, general or partial stoppage, restraint of
labour, industrial action, fire, flood, storm, etc. (“Force Majeure”) to carry out any obligation under this agreement and the Company gives the
Customer prompt notice of such Force Majeure with reasonably full particulars thereof and, insofar as is known, the probable extent to which it
will be unable to perform or be delayed in performing that obligation and uses all reasonable diligence to negate or remove that Force Majeure as
quickly as possible, that obligation is suspended, so far as it is affected by Force Majeure, during the continuance thereof. The requirement that
any Force Majeure shall be negated or removed with all reasonable diligence shall not require the settlement of strikes, lockouts or other labour
disputes, or claims or demands by any government on terms contrary to the wishes of the Company.
23.6  Both parties warrant that they have the power to enter into this agreement and have obtained all necessary authorisations to allow them to do so,
they are not insolvent and that this agreement creates binding and valid legal obligations on them.