STANDARD TRADING CONDITIONS
All and any business undertaken by the Company shall be subject to the terms and conditions of this
contract that are as follows:
"Assets" means all assets, Goods, documents and records of the Customer held by or in the possession or control of the Company (whether or not as part of this contract or other contractual terms and trading conditions for the engagement of the Company), and includes bills of lading and other shipping documents, insurance policies, commercial invoices and certificates as to weight, quality or other attributes.
"Associated Parties" means a party's officers, employees, shareholders, representatives or agents.
"Carbon Costs" means the net increased cost of providing the Services resulting from the coming into
force of Carbon Legislation as a result of:
(a) direct emissions associated with the Services covered by Carbon Legislation, taking into account any Carbon Credits;
(b) indirect emissions from electricity generation taking into account any Carbon Credits; and
(c) indirect emissions from sources other than electricity.
"Carbon Credit" means assistance provided to entities engaged in emissions-intensive trade activities in the form of free or discounted allocation of carbon units or such other form of assistance as determined by the Commonwealth of Australia.
"Carbon Legislation" means the Clean Energy Act 2011 (Cth) and related legislation and any existing or future law or regulation or any other statutory requirement or action intended to regulate, reduce or tax greenhouse gas emissions, including any emissions trading scheme, Carbon pollution reduction scheme or carbon emissions tax.
“Company” shall mean Summit Sea and Air Pty. Limited (ACN 003 867 427) and Summit Sea & Air (VIC) Pty Ltd (ACN 081 014 262) trading as Summit Global Logistics, their employees, servants, subsidiaries and/or associated entities.
"Competition and Consumer Act" means the Competition and Consumer Act 2010 (Cth).
“Customer” shall mean the shipper, consignor, the receiver, the consignee, the owner of the Goods, the bailor of the Goods or the person for whom any of the Services are performed.
"C.O.D" means cash on delivery.
"Customs" means the Australian Customs and Border Protection Service and includes, where applicable the Chief Executive Officer of the Australian Customs and Border Protection Service.
"Customs Act" means the Customs Act 1901 (Cth).
"Customs Broker's Licence" means any licence granted by Customs to a party to operate as a licensed customs broker pursuant to Part XI of the Customs Act.
“Dangerous goods" shall mean such of the Goods as shall be, or become, in fact or at law noxious, dangerous, hazardous, explosive, radioactive, inflammable or capable by their nature of causing damage or injury to other goods or to any person or animals or to any thing in which those goods are carried, handled or stored.
"Depot Licence" has the same meaning as "depot licence" as defined in section 77F of the Customs Act.
"Excluded Interest" means any of the interests set out in section 8 of the PPSA or any interest that is not a Security Interest but encumbers the Assets.
“Goods” shall mean the chattels, articles or things tendered for carriage or bailment or other services by the Customer and shall include the container or containers, unit load devices or other packaging containing the same and any other pallet or pallets delivered with the same to the Company.
"Licence" means any Customs Broker's Licence, Depot Licence, Warehouse Licence or any other licence issued by Customs or other government authority.
"PPSA" means the Personal Property Securities Act 2009 (Cth).
“Services” shall mean the storage/warehousing, carriage, transport, movement, customs clearance and/or any other service performed or arranged by the Company pursuant to, or ancillary to, this contract with the Customer.
“Valuables” shall mean bullion, coins, precious stones, jewellery, antiques, or works of art.
“Perishable goods” shall mean such of the Goods as shall be in fact or law liable to deteriorate in quality and/or value and shall include, but not be limited to, fruits, vegetables, dairy products, meat, etc.
"Security Interest" has the same meaning as under the PPSA.
“Subcontractor” shall mean and include:
(a) Any person, firm or company with whom the Company may arrange to undertake any Service in respect of the Goods which are the subject of this contract.
(b) Any person, firm or company which is now or hereafter a servant, agent, employee or subcontractor of any of the persons or entities referred to in (a) above.
(c) Any other person, firm or company (other than the Company) by whom the Services or any part thereof are arranged, performed or undertaken.
Words importing the singular include the plural and vice versa and words importing any gender include all genders and words importing a person include firm and corporation where appropriate.
"Warehouse Licence" has the same meaning as "warehouse licence" as defined in section 78 of the
2. Not a Common Carrier
The Company is not a common carrier and accepts no liability as such. Services are arranged or performed by the Company subject only to these conditions of contract which constitute the entire agreement between the Company and the Customer. No person has the authority of the Company to waive or vary these conditions and the Company reserves the right to refuse at its sole discretion the carriage of the Goods for any customer or any other Service whether before or after the carriage or Service has commenced and further reserves the right to open and inspect all goods at its discretion and at the Customer’s expense.
3. Agency and Subcontracting
(a) Subject to and in accordance with the terms and conditions and instructions contained in this contract, the Company agrees and the Customer hereby employs and authorises the Company, as agent for the Customer, to contract either in its own name as principal or as agent with any Subcontractor for the performance of any Service to be performed or arranged by the Company pursuant to, or ancillary to, this contract.
(b) Any such contract may be made on any terms of contract whatsoever used by the Subcontractor with whom the Company may contract for such Service(s) and may be made upon any terms and subject to any conditions of any special contract which the Subcontractor may in any particular case require, including in every case terms which may limit or exclude liability in respect of the Service and any term that the Subcontractor may employ any person, firm or company for performance of the Service.
(c) Similarly, the Customer authorises any Subcontractor whose services have been subcontracted in respect of any of the Services to further subcontract any of the Services to any other party or Subcontractor on the same terms as provided to the Company above. Any Subcontractor’s terms are available from the Company upon request.
(d) The Company may, and is hereby expressly authorised by the Customer, to delegate its authority hereunder to contract for the performance of any Service in respect of the Goods to such other Subcontractor as it may think fit and if it thinks fit may, and is hereby expressly authorised by the
Customer, to constitute the relation of principal and agent between the Customer and Subcontractor for
the purpose of contracting for such Service.
(e) The Customer undertakes that no claim or allegation shall be made against any Subcontractor or
other party by whom a Service is arranged, performed or undertaken (other than the Company) which
imposes or attempts to impose upon any such party or any vessel owned by any such party any liability
whatsoever in connection with the Goods whether or not arising out of negligence on the part of such party
and if any such claim or allegation should nevertheless be made to indemnify the Company against all
consequences thereof. Without prejudice to the foregoing, every such party shall have the benefit of all
provisions herein benefiting the Company as if such provisions were expressly for his benefit, and in
entering into this contract, the Company, to the extent of these provisions, does so not only on his own
behalf, but also as agent and trustee for such parties.
4. Warranties by the Customer
(a) The Customer warrants that the person delivering the Goods to the Company is authorised to sign
the Customer’s letter of instruction or waybill which includes these conditions and warrants that he has the
authority of the person owning or having an interest in the Goods or any part thereof. Without prejudice to
the foregoing warranty, the Customer undertakes to indemnify the Company in respect of any liability
whatsoever or howsoever caused in respect of the Goods to any person who claims to have, has or may
acquire an interest in the Goods or any part thereof.
(b) The Customer warrants the accuracy of all markings and brandings of the Goods, descriptions,
values and other particulars furnished to the Company for the carriage, customs, consular and any other
purposes and undertakes to indemnify the Company against all loss, damage, expenses and fines arising
from any inaccuracy or omission in this respect.
(c) The Customer warrants that the performance of any Service provided or arranged by the
Company to effect the instructions of the Customer in respect of the Goods shall not be in breach of any
5. Warranty and indemnity
(a) The Customer warrants and agrees that it will indemnify and hold harmless the Company, its
agents, employees, contractors and subcontractors from all costs and liabilities they incur arising from
their obligations pursuant to the law or the conditions of their Licences in connection with the Goods or
Services, including all legal costs and including without limitation:
(i) any costs or charges incurred by any of them as a result of or in connection with any
variation by Customs of conditions of Licences or the addition by Customs of new conditions on
Licences in relation to the Goods or Services;
(ii) any costs, charges or penalties incurred by any of them as a result of or in connection with
any breaches of any Licences in relation to the Goods or Services;
(iii) any costs or charges incurred by any of them as a result of or in connection with any
suspension or cancellation of Licences by Customs in relation to the Goods or Services; and
(iv) any costs or charges incurred by any of them as a result of or in connection with the
Company complying with any conditions or laws in respect of any Licences in relation to the
Goods or Services.
(b) For the purpose of clause 5(a), the Customer agrees that the Company may take whatever
actions as are necessary for the Company to comply with the terms of its Licence including,
without limitation, advising Customs of the possible breach of the Customs Act by the Company or
6. Limitation and Exclusion of Liability
(a) The value of the Goods will not be declared so as to extend the Company’s liability as provided for
in this contract or under any other mandatorily applicable law (including the Carriage of Goods by Sea Act
(1991) (Cth), the Maritime Transport Act (1994) (NZ), the Civil Aviation (Carriers Liability) Act (1959) (Cth),
the Carriage by Air Act (1967) (NZ) or any of the international conventions referred to therein or otherwise
compulsorily applicable and as amended from time to time) except on express written instructions given by
the Customer to the Company.
(b) In all other cases where there is a choice of rates according to the extent of liability assumed by
the Company, carrier, warehouseman and/or other Service provider or other company or entity, no
declaration will be made for the purpose of extending liability and the Goods will be forwarded or dealt with
at the Customer’s or owner’s risk unless express written instructions to the contrary are given by the
(c) To the extent permitted by law, in all cases where liability has not been excluded or limited by this
agreement or by mandatorily applicable statute, convention or law, the liability of the Company is limited to
the lesser of AUD$100.00 or the value of the Goods the subject of the agreement at the time the Goods
were received by the Company. In all cases, where liability cannot be excluded or limited by this
agreement, the liability of the Company for breach of any guarantee, condition or warranty for Goods or
services is limited, to the extent permitted by law, to any one or more of the following as determined by the
Company at is absolute discretion:-
(i) in the case of services:
(1) the supply of services again; or
(2) the payment of the cost of having the services supplied again.
(ii) in the case of goods as defined by the Competition and Consumer Act and not as defined
in this contract:
(1) the repair of the goods;
(2) the payment of the costs of having the goods repaired;
(3) the replacement of the goods or supply of equivalent goods; or
(4) the payment of the cost of replacing the goods or acquiring equivalent goods.
(d) Subject to the terms and conditions in this contract and to the extent permitted by law, the
Company shall not be liable for any loss or damage suffered by the Customer or any other person,
howsoever caused or arising, whether caused by the negligence and/or recklessness and/or wilful
misconduct of the Company’s servants, agents, employees, subcontractors or otherwise, nor from any
loss or damage resulting from or attributable to any quotation, statement, representation or information,
oral or written, made or given on behalf of the Company or its servants, agents, employees or
subcontractors as to the classification of, liability for, amount, scale or rate of customs duty, excise duty or
other impost or tax applicable to any goods in carriage or subject of any Service.
(e) Without limiting the generality of the foregoing and to the extent permitted by law, the Company
shall in no circumstances be liable for direct, indirect or consequential loss or damage by delay or any
other cause whatsoever and howsoever caused. The Company does not undertake that the Goods shall
arrive at the port of discharge or place of delivery at any particular time or to meet any particular market or
use. Without prejudice to the foregoing, if the Company is found liable for delay, liability shall be limited to
the lesser of: the actual amount of the loss; 2.5 times the sea freight payable for the Goods delayed; or the
total amount payable as sea freight for all of the Goods shipped by the Company.(f) Further without
limiting the generality of the foregoing and to the extent permitted by law, the Company shall not be liable
for any loss or damage suffered by the Customer or any other person as a result of a failure or inability of
the Company or Subcontractor to collect or receive C.O.D. payments from any consignees or their agents
whether caused by the negligence of the Company’s servants, agents, employees, Subcontractors or
(g) To the extent permitted by law, it is hereby agreed between the Customer and the Company that
the Customer’s right to compensation for any claim for loss or damage will only be maintained provided
the following is strictly adhered to:
(i) Any claim for damage to Goods must be lodged in writing to the Company within 7 days of
delivery of the Goods or the date Services are completed, whichever date occurs first;
(ii) Any claim for loss/non-delivery of Goods must be notified in writing to the Company within
60 days from the date the Goods should have been delivered or the Services should have been
completed, whichever date occurs first;
(iii) Any right to damages against the Company shall be extinguished unless action is brought
within 6 months from the date of this contract or the date the Services were completed or Goods
delivered, or the date the Services should have been completed or the Goods should have been
delivered, whichever date occurs first.
(h) It is specifically agreed that all rights, immunities and limitations of liability granted to the Company
by the provisions set forth in this contract shall continue to have their full force and effect in all
circumstances and notwithstanding any breach of the contract or any condition hereof by the Company.
7. Loading and Unloading on and from Transportation Vehicle
(a) 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.
(b) 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.
(c) 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.
(d) The Customer has the right to inspect the transportation vehicle before the loading of the Goods.
In the absence of 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.
The Goods may at any time be warehoused or otherwise held at any place or at any time be removed
from any place at which they may be warehoused or otherwise held to any other place to be warehoused
or otherwise held at the sole discretion of the Company. In every case, whether warehousing is incidental
or the primary Service provided by the Company, it will be provided at the Customer’s risk and expense as
a primary charge(s) or a charge(s) incidental to or in connection with the carriage of the Goods or any
9. Customer’s Indemnity
(a) The Customer shall indemnify the Company in respect of any claim, loss, damage, payment, fine,
expense, duty, tax, impost or other outlay whatsoever or howsoever caused, whether arising directly or
indirectly from any Service arranged or performed by the Company in respect of Goods and/or in respect
of any such cost incurred as a result of any breach of the terms, conditions or warranties in this contract by
(b) Without limiting the generality of clause 8(a) the Customer will indemnify and keep indemnified the
Company against all and any liability for penalties, fees or other costs payable to Customs or other
Government agency in relation to the provision of the Services. For the purpose of this clause 8(b), the
Company may take all action it considers necessary in response to any action or demand by Customs
including negotiations of penalties or resolving to pay infringement notices issued by Customs.
(c) Without limiting the generality of clause 8(a) and (b), the Customer shall remain responsible to the
Company for all charges (C.O.D. or otherwise) paid by the Company to any of its agents or Subcontractor
which are not subsequently paid to the Company by the consignee.
(d) The Customer shall indemnify the Company in respect of any loss or damage arising from any
inherent defect, quality or vice of the Goods.
(e) The Customer hereby exempts the Company from all or any liability in respect of any indirect or
consequential loss or damage arising from the Services performed in respect of the Goods including loss
of market, loss or profit or loss of contracts howsoever caused.
(f) The indemnity pursuant to clause 5 and 9 includes the legal costs of the Company (on a solicitor
The liability of the Company is defined and limited to any amount stated for specified loss and damage.
Customer is therefore advised to seek its own insurance cover generally. No insurance will be effected by
the Company except on express instructions in writing from the Customer and any insurances so effected
will be subject to the usual exceptions and conditions of policies of the insurance company or underwriters
taking the risk and the Company shall not be under any obligation to effect separate insurance on each
consignment but may declare it on any general policy. Should such insurers dispute liability for any
reason, the Customer as insured shall have no recourse against the Company whatsoever and any
recourse by the Customer shall be against the insurers.
The Company and any Subcontractor shall be entitled to subcontract on any terms the whole or any part
of the Services and any exemption, limitation, condition herein contained and every right, exemption from
liability, defence and immunity applicable to the Company or to which the Company is entitled shall be
available and extend to protect all Subcontractors, every agent or servant of the Company, every other
person by whom the carriage or Services or any part thereof is performed and all persons who are or may
be vicariously liable for the acts or omissions of any of the persons other than the Company mentioned
herein. Similarly, every right, exemption from liability, defence and/or immunity applicable to any
Subcontractor shall be available and extend to protect the Company. Throughout the term of the contract,
the Company shall be deemed to be acting as agent or servant on behalf of all such persons who shall to
this extent be deemed to be the parties to this contract.
Quotations for the Services are made on an immediate acceptance basis and are subject to withdrawal or revision
without notice at the Company’s discretion.
13. Routes and Procedures
Subject to the express written instructions of the Customer, the Company reserves the right to choose or
vary the means, route and procedure to be followed in respect of the carriage or the Services performed in
respect of the Goods. The Customer hereby authorises the Company to complete the carriage or
Services with reasonable dispatch and to substitute alternate carriers or Service providers without notice
to the Customer and with due regard to the interests of the Customer substitute other means of transport
14. Brokerage and Commission
The Customer agrees that the Company is entitled to retain all allowances, brokerages and commissions
paid by the shipping and forwarding agents, insurance brokers, airlines and any other persons with whom
the Company deals pursuant to this agreement.
15. Payment of duties
The Customer authorises the Company, but with no obligation on the part of the Company, to advance
any duties, taxes, imposts, outlays or charges at any port or place in respect of the Goods and the
Customer shall be liable for the reimbursement of such disbursements and for payment of any fine,
expense, loss or damage incurred by the Company in connection therewith.
16. Responsibility for Charges
(a) The Customer shall remain responsible to the Company for all charges incurred for any reason for the
Services performed in respect of the Goods (including any goods and services tax which is charged in
accordance with any applicable goods and services tax) and such charges shall be deemed fully earned
as soon as the Goods are loaded and dispatched from the Customer’s premises or otherwise delivered by
the Customer to the Company and shall be immediately payable and non-refundable.
(b) The Customer agrees that it shall not defer or withhold payment or deduct any amount from the
account of the Company by reason of any claim it alleges against the Company.
The Company shall have a particular and general lien on the Assets (in the possession of the Company or
which may come into the possession of the Company) for all sums payable by the Customer to the
Company and for that purpose the Company shall have the right to sell any such goods by public auction
or private treaty without further notice to the Customer.
(a) Without limiting the generality of clause 17, the Customer acknowledges that the Company shall
have a Security Interest which attaches over any Assets which are or related to the subject of the Services
and in the Company's possession. The Customer acknowledges and consents to the registration and
perfection of the interest set out in this clause 18 for the purposes of the PPSA.
(b) The Customer warrants that it has rights in the Assets and the power to transfer rights in the
Assets to the Company.
(c) The Customer must not grant any other person a Security Interest in respect of the Assets.
(d) The Customer must not allow an Excluded Interest to exist over the Assets.
(e) To the maximum extent permitted by law, if the PPSA applies, the Customer irrevocably waives
any rights the Customer may have to:
(i) receive notices or statements under sections 95, 121(4), 125, 130, 132(3)(d), 132(4) and
135 of the PPSA;
(ii) redeem the Assets under section 142 of the PPSA;
(iii) reinstate this contract under section 153 of the PPSA; and
(iv) receive a verification statement (as defined in the PPSA);
(f) The Customer agrees to do anything (such as obtaining consents, signing and producing documents,
producing receipts and getting documents completed and signed) which the Company asks and
considers necessary for the purposes of:
(i) ensuring that a Security Interest is created under this contract is enforceable, perfected
and otherwise effective; or
(ii) enabling the Company to apply for any registration, or give any notification, in connection
with a Security Interest created under this contract so that the Security Interest has the
priority required by the Company,
including anything the Company reasonably asks the Customer to do in connection with the
19. Valuables, Dangerous goods, Perishable goods, Livestock, etc.
(a) (i)Except as agreed in writing, the Company will not accept Valuables, Perishable goods, livestock or
plants for Services arranged or performed by the Company. Should the Customer nevertheless deliver
any such goods to the Company or cause the Company to handle or deal with any such goods otherwise
than as agreed in writing, the Customer shall be liable for any loss or damage thereto or consequent
thereon whether direct, indirect or consequential and howsoever caused and the Customer shall indemnify
the Company from and against all penalties, taxes, duties, claims, demands, damages, costs and
expenses arising in connection therewith.
(ii) Except as agreed in writing, the Company shall not accept business relating to Dangerous goods for
Services arranged or performed by the Company. Should the Customer nevertheless deliver any such
goods to the Company or cause the Company to handle or deal with any such goods otherwise than as
agreed in writing, the Customer shall be liable for all loss or damage thereto or consequent thereon
whether direct, indirect or consequential and howsoever caused and the Customer shall indemnify the
Company from and against all penalties, taxes, duties, claims, demands, damages, costs and expenses
arising in connection therewith.
(iii) Any such Valuables, Dangerous goods, Perishable goods, livestock or plants may be destroyed in the
sole and absolute discretion of the Company or any other person in whose custody they may be at the
relevant time. If such Valuables, Dangerous goods, Perishable goods, livestock or plants are accepted
pursuant to a written agreement, they may nevertheless be destroyed or dealt with if deemed necessary in
the sole and absolute discretion of the Company or any other person in whose custody they may be at the
relevant time. In the event that the Goods are destroyed or otherwise dealt with as aforesaid, the
Company shall bear no liability therefore and the Customer shall indemnify the Company from and against
all costs and expenses with respect thereto.
(b) The Customer undertakes that any of the goods referred to in (a) above (including their covering,
packaging, containers and other devices they are carried in) shall be distinctly marked having regard to
their nature. The Customer further undertakes that the Goods are packed in a manner adequate to
withstand the ordinary risks of any Service having regard to their nature and in compliance with all laws
and regulations which may be applicable with respect to any Service. The Customer shall indemnify the
Company against all claims, losses, damages or expenses arising in consequence of any breach of this
(c) The Customer’s compliance with (b) above in no way reduces or limits those rights afforded to the
Company under (a) of this clause.
(a)The company is authorised to deliver the Goods to the consignee or his agent at the address
nominated to the Company by either the Customer, the Company, the consignee or their agents and it is
expressly agreed that the Carrier shall be deemed to have delivered the Goods in accordance with this
contract if it obtains a receipt or signed delivery docket for the Goods from any person at that address.
(b) If the nominated place of delivery shall be unattended or if delivery cannot otherwise be effected, the
Company in its sole discretion may at its option either deposit the Goods at the nominated place or store
the Goods at the risk and expense of the Customer, both of which will be deemed to be delivery of the
Goods under this Contract.
(c) Dates specified for completion of carriage or any other Service are estimates only and the Company
shall not be liable for failure to complete carriage or any other Service on such date or dates.
21. Sale and Disposal of Goods
The Company and its Subcontractors shall be entitled at the cost and expense of the Customer, subject to
any compliance with any applicable law, to sell or dispose of:
(a) Goods which in the opinion of the Company or Subcontractor cannot be delivered by reason of the
Goods being insufficiently or incorrectly addressed or by reason of the Goods not being collected or
accepted by the Consignee or for any other reason, and
(b) any Perishable goods which in the opinion of the Company or the Subcontractor appear to be
deteriorating, if the Customer fails to adequately instruct the Company with respect thereto or fails to pay
any costs and expenses necessary to implement the Customer’s instructions.
22. Scope of Application
Save as otherwise provided herein, the Company shall in no circumstances whatsoever or howsoever
arising be liable for direct or indirect or consequential loss or damage. The defences and limits provided
for in this contract shall apply in any action against the Company for loss or damage or delay whether the
action be founded in contract, tort, or otherwise.
23. Regulation Compliance
The Customer shall comply with all applicable laws and Government regulations of any country to, from,
through or over which the Goods may be carried, including those relating to the packing, carriage, storage,
customs clearance, delivery or other Services in respect of the Goods, and shall furnish such information
and provide such documents as may be necessary to comply with such laws and regulations. The
Company shall not be liable to the Customer for loss or expense due to the Customer’s failure to comply
with this provision.
24. Law and Jurisdiction
Any dispute arising under this Contract shall be governed by the federal laws of Australia or state laws of
New South Wales and shall be determined exclusively by the courts of New South Wales or by the court
of the Company’s choice.
25. Severance & Waiver
It is hereby agreed that if any provision or part of any provision of this contract is unenforceable, such
unenforceability shall not affect any other part of such provision or any other provision hereof. Further,
should the Company elect not to exercise any of its rights under this contract, under any other
contract/agreement or under law, such election shall not constitute a waiver of any rights relating to any
other or subsequent breach by the Customer.
26. Customer’s Own Form
The use of the Customer’s own form is no derogation to these conditions of contract.
27. Competition and Consumer Act
(a) Any relief from liability contained in this agreement is to be read subject to any restriction on
contracting out of liability provided in any legislation binding on the Company so that the provisions for
relief contained in this agreement are limited or rendered ineffective only to the extent required to give
effect to that legislation but are otherwise fully effective and all the provisions hereof are severable and
effective independently of any provisions which are null and void or ineffective by reason of any legislation.
(b) Unless written notification to the contrary is given by the Customer to the Company at or prior to
entering into this agreement, the Customer expressly warrants and represents that all or any Services to
be supplied by the Company and acquired by the Customer pursuant to this agreement are so supplied
and acquired for the purposes of a business, trade, profession or occupation carried on or engaged in by
(c) If the carriage of Goods involves an ultimate destination or stop in a country other than the country
of departure, the Warsaw Convention (1929) or the Warsaw Convention as Amended at the Hague (1955)
and/or Montreal Protocol No. 4 may be applicable and may govern and in most cases limit the liability of
the Carrier 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.
28. Carbon reporting
If, at any time before or whilst this contract are operative, Carbon Legislation is in force, imposed or varied,
or the impact of Carbon Legislation varies, then the Customer is liable to pay the Company for any Carbon
Costs (or increases in Carbon Costs) incurred by the Company.
29. Force Majeure
Where the Company is unable to carry out any obligation under the contract due to any circumstance,
matter or thing beyond its reasonable control (“force majeure”), the Company shall be excused from such
obligations to the extent of such prevention, restriction or interference so caused.
30. Anti-bribery and corruption
The Customer acknowledges, warrants and agrees:
(a) it is and will remain in compliance with the laws of Australia in connection with this contract;
(b) it will not, and nor will any of its Associated Parties, directly or indirectly, either in private business
dealings or in dealings with the public sector, offer, give or agree to offer or give (either itself or in
contract with others) any payment, gift or other advantage with respect to any matters which are
the subject of this contract which:
(i) would violate any anti-corruption laws or regulations applicable to the Customer or the
(ii) is intended to, or does, influence or reward any person for acting in breach of an
expectation of good faith, impartiality or trust, or which it would otherwise be improper for
the recipient to accept;
(iii) is made to or for a public official (which includes any person holding or acting on behalf of
a person holding a legislative, administrative or judicial office, including any person
employed by or acting on behalf of a public agency, a state-owned or public enterprise, a
public international organisation, any federal or regional government department or
agency, any political party, any candidate for political office or a relative or associate of
any such person) with the intention of influencing them and obtaining or retaining an
advantage in the conduct of business; or
(iv) which a reasonable person would otherwise consider to be unethical, illegal or improper
(any one of (i) to (iv) being a "Corrupt Act");
(c) to the best of its knowledge and belief, neither the Customer nor any of its Associated Parties:
(i) has at any time been found by a court in any jurisdiction to have engaged in any Corrupt
Act (or similar conduct);
(ii) has at any time admitted to having engaged in any Corrupt Act (or similar conduct); or
(iii) has at any time been investigated or been suspected in any jurisdiction of having engaged
in any Corrupt Act (or similar conduct).
(d) it and its Associated Parties have not engaged in any Corrupt Act prior to the date of this contract;
(e) during the term of this contract and for two years thereafter, it shall upon written request from the
Company make its books and records including the transaction records available to an accountant from an
internationally recognised firm of public or chartered accountants (or equivalent) appointed by the
Company to perform an audit to assess the Customer’s compliance with this clause 30; and
(f) it shall provide all reasonable assistance, including access to premises, documents (whether in
paper or other form) and persons, as the accountant may reasonably need in order to perform the audit.