Terms of Carriage

Definitions

“ACL” means the Australian Consumer Law Schedule of the Competition and Consumer Act 2010 (Cth) and its associated Regulations as amended;

“Agreement” means the contract of cartage resulting from the acceptance by the Carrier, in writing or electronic means, of an application from the Customer or the Carrier otherwise provides the Customer with the Services.

“Carriage” means transport, warehousing and distribution of the Goods.

“Carrier” means CTC Port Group Pty Ltd ABN 86 636 302 942 and its branches, including any “related entity” as that term is defined in the Corporations Act 2001 and includes the servants, agents and subcontractors of CTC Port Group Pty Ltd ABN 86 636 302 942;

“Customer” means the applicant in the attached Application for Credit and if more than one party means those parties jointly and severally;

“Force Majeure” means any cause whatsoever beyond the Carriers reasonable control including acts of God, lightning, earthquakes, cyclones, floods, landslides, storms, explosions, fires and any natural disaster, acts of war, acts of public enemies, terrorism, public disorder, riots, civil commotion, epidemics, pandemics, malicious damage, vandalism, sabotage, explosions, nuclear accidents, strikes, labour disputes and other industrial disturbances, any border closure, road closure or congestion of roads, any quarantine or customs restriction, any interruption of power supply or scarcity of fuel or any accident, collision or breakdown of a vehicle, crane, machinery or equipment.

“Goods” means Goods and any relevant container, packaging or pallets in respect of which the Carrier provides Services;

“GST” means the Goods and Services tax as defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth) and its associated Regulations as amended;

“PPSA” means the Personal Property Securities Act 2009 (Cth) and its associated Regulations as amended;

“PPSR” means the Personal Property Securities Register.

“Terms” means these Terms of Carriage, the Terms and Conditions and the Application form attached.

“Services” means all services agreed to be undertaken by the Carrier to the Customer from time to time which may include transport services, warehousing and distribution services.

1. Terms and Conditions

1.1 Any quotation provided by the Carrier to the Customer for the proposed Carriage of Goods is:

(a) valid for 30 days;
(b) only valid if in writing; and
(c) must be in response to written instruction provided by the Customer.

1.2 The Carrier’s quotation may include additional terms provided they are not inconsistent with these Terms.

1.3 The granting of credit terms for new or existing accounts is entirely at the discretion of the Carrier and the Carrier may withdraw or vary credit terms at any time with 7 days written notice.

1.4 The Carrier may vary or amend these Terms by 7 days written notice to the Customer at any time. Any variations or amendments will apply to Carriage orders placed after the notice date. If the Customer does not agree with the amendments, they must notify the Carrier within 14 days and the Agreement and the credit terms comprised in the application will be immediately cancelled.

1.5 Prices quoted for the supply of Services will be done so via a tariff or quoting sheet. These prices are subject to GST and any other taxes or duties imposed on or in relation to the Services.

1.6 If the Customer requests any variation to the Agreement, the Carrier may increase the price to account for the variation with 48 hours’ written notice to the Customer.

1.7 Unless otherwise agreed in writing, the Customer shall be liable to pay freight to the Carrier as soon as the Goods are loaded and dispatched and will not be subject to refund otherwise than in accordance with these Terms. Payment terms may be revoked or amended by the Carrier upon giving the Customer 48 hours written notice. If the Customer disagrees with the amended payment terms, they must notify the Carrier within 48 hours of receiving the notice and this Agreement and the credit terms comprised in the application will be immediately closed.

1.8 The Carrier may set off against any amounts due by the Carrier to the Customer against any amounts due by the Customer to the Carrier under this Agreement.

1.9 If the Customer is or becomes a trustee for a trust (“the Trust”) during the currency of the Agreement then the following covenants shall have effect:

(a) the Customer shall be liable for the performance of all covenants and obligations contained in or implied by these Terms and nothing contained in these Terms shall restrict or negative such personal liability;

(b) the Customer has full complete and valid authority pursuant to the Trust to enter into this Agreement and to grant security over any Trust property to which these Terms extend;

(c) the Customer hereby charges the performance of the obligations of the Customer under this Agreement with all rights of indemnity which the Customer has or will have from time to time against the Trust fund or Trust property and the interest of the Customer as trustee in the Trust fund or Trust property arising from such rights of indemnity and that the Customer will not release or otherwise prejudice such rights of indemnity;

(e) the Customer as trustee or trustees of the Trust shall not be altered (save upon the death of a trustee) without the prior written consent of the Carrier;

(f) none of the following powers shall be exercised by the Customer as trustee or any other person in relation to the Trust without the prior written consent of the Carrier:

(i) any power to alter or vary the trustee or trustees of the Trust whether by resignation removal appointment or otherwise;

(ii) any power to advance or distribute capital;

(iii) any power to vary the terms of the Trust;

(iv) any power to resettle the Trust property to which this Agreement or any equitable charge in this Agreement extends;

(v) any power to add any beneficiaries or class of beneficiaries to the Trust;

(g) any breach of Trust by the Customer as trustee shall entitle the Carrier to exercise all such rights and remedies upon default as are contained in this Agreement;

(h) all persons of full capacity whose consent or covenants would be necessary to ensure the effectiveness of the covenants of this clause are parties to this Agreement.

2 Carrier Not a Common Carrier

2.1 The Carrier is not a common carrier and will not accept liability as such. The Carrier reserves the right to accept or refuse the Carriage, transport, storage or custody of any Goods for any person or entity, at its discretion, without giving any reason for so doing.

3 Cancellation

3.1 The following shall apply in relation to the cancellation of orders for Goods or Services:

(a) orders placed with the Carrier by the Customer for Goods shall not be cancelled without prior written approval of the Carrier;

(b) a request for cancellation will not be considered unless made in writing by the Customer to the Carrier and received by the Carrier within a reasonable time prior to the scheduled date for performance of Services (reasonableness will be at the discretion of the Carrier);

(c) Goods that are Special Make-Up Orders and Custom Product Orders may not be cancelled, unless authorised in writing by the Carrier; and

(d) In the event that the Carrier accepts the cancellation of an order for Services, the Carrier shall be entitled to charge (and may charge) any reasonable fees for the cost of work and materials and/or any administration costs incurred by the Carrier in preparing the order or preparing to perform the Services and/or any costs incurred by the Carrier relative to executing the order prior to receiving the cancellation.

4 Compliance

4.1 All Goods are carried or transported and all storage or custody and other Services are performed by the Carrier subject to these Terms.

4.2 The Customer has complied with all applicable laws (including where necessary the Australian Code for the Transport of Dangerous Goods by Road and Rail, Air Navigation Orders Pt 33 and the International Maritime Dangerous Goods Code), or the Heavy Vehicle National Law including the Chain of Responsibility relating to the notification, description (on the consignment note or separately) consigning and packaging of the Goods and the expenses and charges of the Carrier in complying with any such law or with any order or requirement thereunder or with the requirement of any harbour, dock, railway, shipping, customs warehouse or other authority or company shall be paid by the Customer. Additional charges shall be paid on such Goods if deemed necessary by the Carrier.

4.3 The Customer warrants that it has fully and adequately described the Goods on the consignment note.

4.4 The Carrier is entitled to open any document wrapping package or other container in which the Goods are placed or carried to inspect the Goods to determine either their nature or condition or to determine their ownership or destination where any consignment note or identifying document or mark is lost, damaged, destroyed or defaced.

5 Limitation of Liability

5.1 The liability of the Carrier to the Customer or the owner or to any other person shall be limited in accordance with these Terms in respect of the Goods or any part of the Goods.

5.2 Without restricting the generality of clause 5.1, the maximum liability of the Carrier whether in contract, tort or otherwise shall be limited to the direct resupply of equivalent services, or full value of the invoice. In no circumstances does the Carrier accept liability for indirect or consequential loss, including but not limited to loss of revenue, loss of profit, loss of production, loss of data, loss of contracts, loss of business, damage to reputation or loss of goodwill and any other loss not reasonably considered to arise naturally, in the ordinary course of things, from the relevant breach, act or omission.

5.3 The limitation of liability in clause 5.2 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 by the Carrier, and includes the following circumstances:

(a) any loss or non-delivery or mis-delivery of the Goods or any part of the Goods; or

(b) any damage or injury to or any delay in the delivery of the Goods or part of the Goods; or

(c) 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

(d) any damage including deterioration of chilled, frozen, refrigerated or perishable Goods.
(e) any damage, loss or injury arising after transit has ceased.

5.4 The description, quantity and value of the Goods shown in the consignment note or the quotation relating to the Goods (as the case may be) were represented to the Carrier by the Customer and the Carrier does not admit to the accuracy of that information and shall require, in the case of any claim, proof of the information provided in relation to the Goods. The Customer or other party who may claim against the Carrier, shall be responsible to provide that evidence.

5.5 The limitation of liability in this clause 5 extends to include not only loss of or damage to itemised Goods but also to loss, damage or injury to any person, property or thing damaged during the Carriage of the Goods and to include any loss consequentially or otherwise arising from any loss damage or injury howsoever caused including but not limited to any negligence or breach by the Carrier.

5.6 When the Carrier is, without prior arrangement with the Customer, called upon to load or unload Goods requiring special appliances for loading or unloading the Carrier will provide reasonable assistance to the Customer however the Carrier makes no warranty to the Customer, and shall be under no liability whatsoever to the Customer or other owner of the Goods for any damage, however caused, arising out of such loading or unloading and the Customer’s indemnity shall apply in relation to all claims and demands whatsoever in connection with such loading and unloading Services.

12.1 In accordance with clause 12 of the Terms and Conditions, nothing in these Terms of Carriage purport to modify or exclude the statutory guarantees under the ACL.

6 Rights of Indemnity

6.1 The Customer shall indemnify the Carrier against all consequences, loss, damage or injury arising out of any fraud, error, act, omission, misstatement, breach of any applicable law or regulation or misrepresentation by the Customer or other owner of the Goods and against the consequences of insufficient or improper packaging, labelling or addressing of the Goods and including:

(a) all claims and demands whatsoever by whoever made in excess of the liability of the Carrier under these Terms.

(b) all losses or damage suffered by and claims made against the Carrier caused by or arising out of the Carriage by the Carrier of dangerous Goods whether or not declared by the Customer as dangerous Goods.

(c) all customs and/or excise duties, costs, fines or penalties which the Carrier becomes liable to pay for any reason whatsoever in respect of the Goods and any documentation relating to the Goods pursuant to any applicable laws or regulations.

6.2 The Carrier shall indemnify the Customer against all losses, claims, of demands whatsoever arising directly from the Carrier’s fraud or wilful default.

6.3 The parties each acknowledge and agree to use reasonable endeavours to mitigate and limit its loss or damage.

7 Authority of Customer

7.1 It is agreed that the person delivering any Goods to the Carrier for Carriage or forwarding is authorised to sign the consignment note for the Customer.

7.2 The Customer expressly warrants with the Carrier that the Customer is either the owner or the authorised agent of the owner of any Goods or property the subject of the Agreement under these Terms and by entering into this Agreement the Customer accepts these Terms for the consignee as well as for all other persons on whose behalf the Customer is acting.

8 Dangerous or Damaging Goods

8.1 The Customer or its authorised agent shall not tender for Carriage any explosive, inflammable or otherwise dangerous or damaging Goods whatsoever without presenting a full description of those Goods and in default of so doing shall be liable for all loss and damage caused.

9 Containers

9.1 These Terms shall apply to the container or containers or other packaging containing the Goods and to any pallet or pallets delivered with the Goods to the Carrier. The Customer shall be responsible for the conformity of such containers packaging and pallets with any requirements of the consignee and for any expenses incurred by the Carrier arising from any failure so to conform.

9.2 If a Container has not been packed by the Carrier, the Carrier shall not be liable for loss of or damage to the contents if caused by:

(a) the way the Container has been packed;

(b) the unsuitability of the materials for Carriage in any Container, unless the Carrier has approved the suitability;

supplied by or behalf of the Carrier, this paragraph (c) shall only apply if the unsuitability or defective condition arose:

(i) without any negligence on the part of the Carrier; or

(ii) would have been apparent upon reasonable inspection by the Customer or Owner or person acting on behalf of either of them;

(d) if the Container is not sealed at the commencement of the Carriage except where the Carrier has agreed to seal the Container.

9.3 The Customer shall defend, indemnify and hold harmless the Carrier against all liability, loss, damage, cost and expenses arising from one or more of the matters covered by 9.2 above except for 9.2 (c)(i) above.

9.4 If a Container has been packed by the Carrier, the Carrier shall not be liable for loss of or damage to the contents if caused by:

(a) the unsuitability of the materials for Carriage in any Container, unless the Carrier has approved the suitability;

(b) the transportation of the Container by any other party other than the Carrier; or

9.5 Where the Carrier is instructed to provide a Container, in the absence of a written request to the contrary, the Carrier is not under an obligation to provide a Container of any type or quality.

9.6 For Services for any Container, the Customer or Owner must co-operate and assist the Carrier in fulfilling its obligations under any quarantine or customs law, accreditation program, compliance agreement or scheme. The Customer or Owner must not do anything that puts at risk or has the potential to put at risk any accreditation or participation in any such programmed, agreement or program by the Carrier.

9.7 The Customer acknowledges that the Container may have been cleaned and/or fumigated by the Carrier in accordance with Shipping Australia’s Container Cleanliness Standards and agrees to indemnify the Carrier should any loss or damage arise from such actions.

9.8 The Customer shall defend, indemnify and hold harmless the Carrier against all liability, loss, damage, cost and expenses arising from the Goods being stored in a Container for any period of time by the Carrier at the request of the Customer.

10 Charges

10.1 Where there are special instructions by the Customer to the effect that charges shall be paid by a third party other than the Customer, and that third party does not pay the said charges within seven (7) days of the date set for payment or, if no date is set for payment, within seven (7) days of provision of the Services, then the Customer shall be obliged to pay the said charges within the provisions contained in these Terms.

11 Additional Freight Charge

11.1 Subject to these Terms, the Carrier may charge for provision of the Services by weight, measurement or value, and if reasonably required at any time, re- weigh, re-value or re-measure or require the Goods to be re-weighed, re-valued or re-measured and charge proportional additional or less freight charges accordingly. If there is a material increase to the charges arising under this clause, the Carrier will promptly or as soon as practicable (including if possible prior to the completion of the Services),notify the Customer of the reason for the change and the revised charges allowing the Customer to amend its instructions to the Carrier accordingly.

12 Delay in Delivery

12.1 Should the Customer or the other party named in the consignment note (“the consignee”)not be in attendance during normal trading hours or at the time specified, or if the Carrier arrives to effect delivery at the consignee’s premises and is delayed in effecting prompt delivery at the premises for any reason whatsoever outside the Carrier’s control, then the Carrier reserves the right to make an additional charge for every call made or for the amount of time of any delay until delivery is effected.

13 Method of Carrying Goods

13.1 If the Customer instructs the Carrier to carry the Goods by road, rail, sea or air the Carrier will give priority to the method designated, but if that method is not available or would cause undue delay, inconvenience or give rise to potential loss, the Customer agrees and authorises the Carrier to carry or have the Goods carried by alternate method or methods, and these terms and conditions shall apply equally regardless of the method adopted.

14 Carriage by Independent Contractor or Subcontractor

14.1 The Customer authorises the Carrier to arrange with any other person, firm or company (the ‘Subcontractor’) to undertake the Carriage of Goods contracted for under these Terms in any such arrangement.

14.2 The Carrier shall be liable for the Subcontractor under pursuant to these Terms which shall apply to the same extent as if the Carrier were performing the Services and had not delegated the Services to the Subcontractor.

15 Lien

15.1 The Goods are accepted for provision of the Services subject to a general lien for all charges now due or which may become due to the Carrier by the Customer on any account.

15.2 If the Customer fails to pay charges due to the Carrier in respect of the Services on reasonable demand being made in accordance with these Terms, the Carrier may detain and sell all or any of the Goods of the Customer that are in the Carriers possession and out of the money arising from the sale retain the charges outstanding together with all charges and expenses of the detention and sale (including legal fees if any). The surplus (if any) of the moneys arising from the sale of and those Goods as remain unsold will be made available to the Customer. Any such sale shall not prejudice or affect the right of the Carrier to recover from the Customer any such charges due or payable in respect of the Services or the detention and sale of the Goods.

15.3 From the time the Carrier, or its servants or agents, receive the Goods into its custody, the Goods and all of the Customers present and future rights in relation to the Goods and any documents relating to those Goods, are subject to a continuing security interest in favour of the Carrier for the payment of all the amounts owed for freight, demurrage, container detention charges, duty, fines, penalties, salvage, average of any kind whatsoever and without limitation and for any at all debts, charges, expenses or any other sums due and owing by the Customer to the Carrier. Further, the continuing security interest shall cover all the costs and expenses of exercising the lien, including the costs of a public or private sale or auction and legal and administration costs.

15.4 Abandoned customs held cargo will be processed in accordance with the Customs Act 1901 (Cth).

16 Default

16.1 Subject to the provisions of clause 15, if the Customer defaults in payment by the due date of any amount payable to the Carrier, then all money owed by the Customer to the Carrier, will at the discretion of the Carrier, become immediately due and payable and the Carrier may:

(a) reverse the amount of any discounts allowed;

(b) charge the Customer interest on any amount due and unpaid at the rate of 10% per annum, payable from the due date until the date of payment in full;

(c) charge the Customer for all costs and expenses (including without limitation all legal costs and expenses) incurred by the Carrier resulting from the default or in taking action to enforce compliance with the Agreement (including any mercantile agent fees);

(d) cease or suspend supply of any further Services to the Customer;

(e) by 48 hours’ written notice to the Customer, terminate any uncompleted contract with the Customer.

16.2 All money which is or may become payable by the Customer to the Carrier on any account, may at the discretion of the Carrier, become immediately due and payable and the Carrier immediately cancel or suspend the Agreement and the credit terms comprised in the application:

(a) where the Customer breaches any provision of these Terms other than as applies to clause 16.1

(b) 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 (other than as specified in the amendments to the Corporations Act 2001 (Cth) enacted by Part 2 of the Treasury Law Amendment (2017 Enterprise Incentives No. 2) Act 2017 (Cth)); or

(c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.

(d) where a Customer has an account with another branch of the Carrier or a related party (as that term is defined in the Corporations Act 2001) of the Customer has an account with the Carrier and the Customer breaches the terms of the other branch Agreement or the related party breaches the terms of its Agreement with the Carrier.

17 Risk and Insurance

17.1 Insurance of Goods will not be effected for the benefit of the Customer.

18 Authorisation of Carrier

18.1 The Customer authorises the Carrier (if the Carrier should think fit to do so) to contract either in the Carrier’s name as principal or as agent for the Carriage of the Goods, or for leasing or using any container in which the Goods may be placed or packed and to give any receipt for the Goods or any container whether subject to any terms and conditions or not. Any such contract will be made upon the terms and subject to the conditions of any bill of lading or other forms or terms or contract for Carriage whether by sea, rail, road or air or of any lease agreement, equipment hand- over agreement, interchange receipt of any other document as the case may require.

19 Security and Charge

19.1 In consideration of the Carrier agreeing to perform the Services, the Customer charges all of its rights, title and interest (whether joint or several) in any land, realty or personal 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 including, but not limited to, the payment of any money.

19.2 The Customer irrevocably appoints the Carrier and each director of the Carrier as the Customer’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 19 including, but not limited to, signing any document on the Customer’s behalf.

20 Personal Property Securities Act

20.1 In this clause financing statement, financing change statement, security agreement, and security interest has the meaning given to it by the PPSA.

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 Goods that are the subject of the performance of the Services or will be the subject of the Services in the future.

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 Carrier may reasonably require to;

(i) register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities Register;

(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 Carrier 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 Goods charged thereby;

(c) not register a financing change statement in respect of a security interest without the prior written consent of the Carrier;

(d) not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods in favour of a third party without the prior written consent of the Carrier;

(e) immediately advise the Carrier of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales.

20.4 The Carrier 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 Carrier, 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 Carrier pursuant to this clause 20.

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 the PPSA.

21 Consigned Goods Policy

21.1 The Customer must comply with the following Consigned Goods Policy in respect of all consigned Goods:

(a) all consigned Goods must be packed in appropriate packaging to ensure they arrive at the destination in the same condition they were presented to the Carrier.

(b) all consigned Goods must be clearly marked with, type of product, sender and receivers details, the Customer’s pallet, batch or carton identification numbers.

(c) all consigned Goods and pallets must be in sound condition and free from dirt, wood, nails, vermin and any contamination.

(d) all consigned Goods must be stabilised and appropriately secured and fit for road transport.

(e) consigned Goods that are sensitive to temperature must be presented at the correct transit temperature for that product.

(f) consigned Goods that are sensitive to temperature and are to be collected and pre-cooled on behalf of the sender, the Carrier must be notified with enough lead time prior to pick-up to enable the correct temperature to be obtained prior to dispatch.

(g) all consigned Goods must be ready for transport prior to the pick-up cut-off times for the destination.

(h) all relevant paperwork including the Carrier’s consignment note must be completed and ready to travel with the Goods.

(i) all pallets must be on an exchange basis unless pallets are transferred direct from the Customer’s pallet account.

(j) all charges relating to any consigned Goods must be charged to an approved Carrier customer account.

(k) all Carrier customer accounts must operate within the Carrier’s stated credit terms.

21.2 The Carrier reserves the right to refuse to carry any consigned Goods presented outside these conditions.

21.3 The Carrier will not be held responsible for any claims for any consigned Goods presented in poor condition or outside the optimum transit temperature for that product where the Carrier is requested by the Customer to transport the Goods to meet time schedules.

22 Force Majeure

22.1 The Carrier will not be liable for any failure or delay in performance of the Services if such failure or delay is due, in whole or in part, to any cause whatsoever beyond its control including due to Force Majeure.

23 General

23.1 The Carrier is not liable to perform its obligations under this Agreement where it is prevented from doing so by events beyond its reasonable control including industrial disputes, strikes, lockouts, accident, breakdown, import or export restrictions, acts of God, acts or threats of terrorism or war. If an event beyond the Carrier’s reasonable control occurs, the Carrier may suspend or terminate the Agreement by 24 hours’ written notice to the Customer.

23.2 The Customer shall give written notice to the Carrier within seven (7) days of any change of ownership or control of the Customer. The Customer hereby agrees to indemnify and keep indemnified the Carrier against any loss, damage, cost or expense incurred by the Carrier as a result of the Customer’s failure to notify the Carrier of any such change of ownership and/or control. The Carrier reserves the right to vary any Customer order, hold or discount entitlements upon any change of ownership or control of the Customer.

23.3 A notice must be in writing and handed personally or sent by email, facsimile or prepaid mail to the last known address of the addressee. Notices sent by pre-paid post are deemed to be received within 4 business days from the date of the notice. Notices sent by facsimile or email are deemed received on confirmation of successful transmission.

23.4 If any provision of these Terms is held to be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.

23.5 The expiry or termination of the Agreement does not affect the rights which have accrued before that expiry or termination or any rights and obligation of the parties which survive the expiry or termination.

23.6 The Carrier may licence, sub-contract or assign all or any part of its rights and obligations without the Customer’s consent and in so doing the Carrier is fully discharged from its obligations to the Customer.

23.7 This Agreement is personal to the Customer and the Customer may not assign its interest in or obligations under the Agreement without the Carrier’s written consent which consent shall not be unreasonably withheld.

23.8 The Customer warrants that it has the power to enter into this Agreement and has obtained all necessary authorisations to allow it to do so, it is not insolvent and that this Agreement creates binding and valid legal obligations on it.

23.9 All rights, immunities and limitations of liability in these Terms shall continue to have their full force and effect in all circumstances and notwithstanding any dispute, or breach or purported breach by any party.

23.10 In the event of any inconsistencies between these Terms of Carriage and the Terms and Conditions, the Terms and Conditions will prevail.

23.11 The Carrier’s Privacy Policy forms part of these Terms and Conditions and is available a

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