TERMS AND CONDITIONS

CONDITIONS OF CARRIAGE

Please read all the following conditions carefully. You will be bound by these conditions if we perform services for you. Please note that:

You should take out your own insurance cover over the goods;
These conditions contain exclusions of liability and indemnities in our favour and our services are priced on this basis.

1. DEFINITIONS AND INTERPRETATION

1.1 In these conditions:

Additional Charges include fuel surcharges, account keeping fees, minimum pickup fees, provision of proofs of delivery, futile delivery charges, manual handling charges, redelivery and remote delivery fees, overlength, tailgate, surcharges imposed by airlines, shipping lines or ports and Dangerous Goods surcharges, pickups outside ordinary business hours, residential deliveries, manual consignment note charges and handload charges as published on Bulk GF’s website from time to time, or otherwise notified in writing to the Customer.

Associated Entity means Bulk Transport Australia Pty Ltd (ABN 33 158 867 746), and any associated entity of Bulk GF in accordance with the meaning given to that term in the Corporations Act 2001 (Cth).

Authority means an authority under which the Customer appointed the Bulk Group to act on its behalf.

Bulk GF means Bulk Global Forwarding Pty Ltd (ACN 611 451 355) atf The Bulk Global Forwarding Trust (ABN 75 169 765 632) trading under the business name Bulk Global Forwarding and any other business name and its officers, employees and agents.

Carriage includes carriage by all vehicles and conveyances of all kind including acts in furtherance of an act of carriage by another or a specific means, whether by air, sea or land transport, or a combination of such transport modes.

Carrier means any party involved in the Carriage of Goods whether by airfreight, seafreight or land transport. Chain of Responsibility Law means the Heavy Vehicle National Law as enacted in any Australian state, the Road Traffic (Administration) Act 2008 (WA) and the Road Traffic (Vehicles) Act 2012 (WA) and any other Commonwealth, state or territory Law dealing with the obligations of parties involved in the transport of goods by road.

Connected Party means in relation to the Goods the owner, consignor, consignee, exporter, importer, supplier, purchaser, or any agent of any of the aforementioned parties, other than Bulk GF.

Consequential Loss means any indirect or consequential loss; loss of use; loss of product or production; delayed, postponed, interrupted or deferred production; inability to produce, deliver or process; loss of profit, revenue or anticipated revenue; loss of bargain, contract, expectation or opportunity; punitive or exemplary damages; in each case arising from or in connection with the performance of the Services and whether or not foreseeable at the time of entering into any agreement incorporating these conditions.

Customer means the person whose name appears in the table at the end of this document.

Container includes any container, trailer, wagon, transportable tank, pallet, flat rack or any other unit or device used to consolidate Goods.

Crane includes any machine used for lifting Goods, including a sideloader.

Customer means the entity whose name appears at the table at the end of this document, and if there is no name, the entity named in the Authority or where there is no Authority, the entity that instructed Bulk GF to perform the Services.

Damage means physical damage and includes deterioration, evaporation and contamination.

Dangerous Goods means Goods that are or may become noxious, dangerous, flammable or damaging or that may harbour or encourage vermin or other pests, or that are or may become liable to harm any property whatsoever.

Enforcement Costs means any fees, costs and expenses, including legal expenses on an indemnity basis, incurred by Bulk GF in connection with any default under or enforcement or attempted enforcement of these conditions.

Force Majeure means 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, malicious damage, vandalism, sabotage, explosions, nuclear accidents, strikes, labour disputes and other industrial disturbances, any border closure or road closure or congestion of roads, pandemics, epidemics, 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 the goods the subject of the Services and includes any Container or packaging supplied with the goods.

Government Authority includes any legal or administrative authority exercising any jurisdiction within an Australian state or territory.

Interest means an amount calculated on any Outstanding Amount at the rate of 1.5% per calendar month, compounded annually.

Law includes:

(a) principles of law or equity established by binding court decisions, and

(b) applicable statutes, regulations, proclamations, orders, bylaws, requirements and approvals.

Outstanding Amount means any amount which remains unpaid upon the expiry of the credit terms extended by Bulk GF or for which the Customer is otherwise liable, pursuant to these conditions, to Bulk GF.

PPSA means Personal Property Securities Act 2009 (Cth).

Services means any operation or services undertaken by or on behalf of the Bulk GF in relation to the Goods, whether as agent or principal, including facilitating the import, export, transport,
loading, unloading, packing, unpacking, handling or storage of the Goods; and any ancillary acts for those purposes, including preparing any documentation, providing advice or providing any information to a Government Authority.

Subcontractor includes any person who pursuant to a contract or arrangement with any other person (whether or not Bulk GF) performs or agrees to perform the Services or any part of the Services.

Transport Document means a bill of lading, air waybill, consignment note or similar carriage document.

1.2 In these conditions:

(a) a reference to a person is to be construed as a reference to an individual, body corporate, unincorporated association, partnership, joint venture or government body;

(b) headings are included for convenience only and do not affect the interpretation of these conditions;

(d) where a word or phrase is defined, other parts of speech and grammatical forms of that word or phrase have corresponding meanings;

(e) wherever ‘include’ or any form of that word is used, it will be construed as if it were followed by ‘(without being limited to)’;

(f) terms used have the same meaning as under the PPSA; and

(g) all indemnities survive the termination or expiration of any agreement incorporating these conditions.

2. NEGATION OF LIABILITY AS A COMMON CARRIER

Bulk Global Forwarding (Bulk GF) is not a common carrier and will accept no liability as such. All Goods are carried and all Services are performed by Bulk GF subject only to these conditions and Bulk GF reserves the right to refuse, in its discretion, to provide the Services in respect of any goods.

3. CARRIER’S OBLIGATIONS

Bulk GF will:

(a) take reasonable care to protect and safeguard the Goods;

(b) provide the Services exercising the degree of skill, care and efficiency that would be expected from a competent provider of the Services;

(d) use reasonable endeavours to deliver the Goods to the address nominated by the Customer and to effect delivery at the date and time requested by the Customer (subject to compliance with all Law, including Chain of Responsibility Law); and

(e) use reasonable endeavours to comply with the Customer’s reasonable and lawful directions.

4. ASSOCIATED ENTITIES

4.1 The Customer acknowledges and agrees that Bulk GF enters into any agreement incorporating these conditions for the benefit of itself and for any Associated Entity and that each Associated Entity is entitled to all rights and privileges under these conditions as if each reference to Bulk GF were to the relevant Associated Entity.

4.2 The Customer acknowledges and agrees that:

(a) Bulk GF holds the benefit of the rights and privileges under these conditions on trust for its own benefit and for the benefit of each Associated Entity, and Bulk GF may enforce these conditions on behalf of any Associated Entity; and

(b) any breach of these conditions, or any negligence or other actionable acts or omissions by the Customer may result in Associated Entities suffering loss or damage.

4.3 Bulk GF is entitled to recover from the Customer any loss or damage suffered or incurred by an Associated Entity in connection with the provision of Services by Bulk GF or any Associated Entity to the same extent that the Associated Entity would have been entitled to, if the Associated Entity had been a party to any agreement incorporating these conditions and all indemnities in these conditions will apply for the benefit of each Associated Entity.

5. WARRANTIES AND INDEMNITIES

5.1 The Customer will:

(a) where the Goods require temperature control, provide written notice to Bulk GF of the temperature range to be maintained;

(b) ensure that the loading of the Goods onto Bulk GF’s vehicle will not cause the vehicle to exceed any dimension or mass limits under Chain of Responsibility Law;

(d) where required by Law, provide an accurate container weight declaration;

(e) and ensure that all Connected Parties, comply with all Laws relating to the Goods, including the nature, condition, packaging, handling, storage and Carriage of the Goods;

(f) and ensure that all Connected Parties, not procure Bulk GF to perform any act in breach of any Laws;

(g) and ensure that all Connected Parties, comply with the requirements of Government Authorities; and

(h) provide all documents, information and assistance necessary to allow Bulk GF to perform the Services and punctually comply with the requirements of any Authority.

5.2 The Customer warrants that:

(a) the Goods are in fit state to allow the Carriage to be performed and are packed in a manner adequate to withstand the ordinary risks associated with the Carriage including without limitation, that in respect of temperature controlled goods, the Container has been properly pre-cooled or pre-heated and the Container's thermostatic controls have been correctly set;

(b) the Goods are not Dangerous Goods, unless Bulk GF has agreed in writing to provide the Services in respect of those particular Dangerous Goods, and in which case, warrants that it has made full disclosure of Dangerous Goods and such Goods are distinctly marked; and

(d) the Goods within any Container are adequately restrained in accordance with the Load Restraint Guide published by the National Transport Commission;

(e) it is the owner of the goods or is authorised by all persons owning or having any interest in the Goods (including the consignee) to accept these conditions on their behalf;

(f) all details supplied with respect to the Goods, including the details of description, items, pallet space, quantity, weight, volume, quality, value and measurements, are correct and there has been no omission of material information;

(g) there is a suitable and safe road and approach for Bulk GF’s vehicles to the place from which the Goods are to be collected and the place to which the Goods are to be delivered;

(h) safe and adequate loading facilities and equipment will be available at any place from which any Goods are to be collected and to which any Goods are to be delivered; and

(i) the Services are supplied for the purpose of a business, trade, profession or occupation carried on or engaged in by the Customer.

5.3 Bulk GF relies on the details of description, items, pallet space, quantity, weight, quality, value and measurements supplied by the Customer but does not admit their accuracy.

5.4 The Customer will indemnify Bulk GF:

(a) in respect of any liability whatsoever in respect of the Goods to any person (other than the Customer) who claims to have, who has, or who in the future may have any interest in the Goods or any part of the Goods; and

(b) against all losses, damages, claims, fines, expenses, duty, tax, demands, actions and proceedings or any other liability suffered or incurred by, or made or instituted against, Bulk GF as a result, directly or indirectly, of:

(i) a breach of the Customer’s obligations under these conditions;

(ii) the nature or condition of the Goods;

(iii) the negligence, wilful misconduct or recklessness of the Customer or a Connected Party.

(iv) the Customer's or Owner's failure to return, return by the due date, return within the "free" period and/or return empty, clean, or undamaged any Container or transport equipment involved in the performance of the Services;

(v) releasing or delivering the Goods to the Customer or at the direction of the Customer;

(vi) any claim for general average and will provide any security requested by Bulk GF for the release of any Goods that are the subject of a claim for general average;

(vii) any inspection of, or treatment of, the Goods by, or directed by, a Government Authority

(c) from and against (and must pay on demand the amount of) all duty, GST, and any other fees and taxes incurred in connection with the Goods payable to a Government Authority;

(d) from and against (and must pay on demand for) all costs payable to third parties in relation to the Carriage, storage, treatment or entry of the Goods other than costs included in Bulk GF’s charges;

(e) from and against all expenses directly or indirectly incurred arising out of or in connection with the entry of an officer of any Government Authority or other authorised person on the premises of Bulk GF for the purpose of exercising any powers pursuant to the requirements of any Government Authority and/or inspecting, examining, making copies of, taking extracts of documents on the premises in connection with the Goods or the Services; and

(f) from and against any penalties payable by Bulk GF (pursuant to a Court order or any fine, infringement notice or administrative fee issued by a Government Authority) due to the Customer:

(i) providing information that is incorrect or misleading;

(ii) omitting to provide material information required to the Government Authorities;

(iii) providing information in a manner which does not enable Bulk GF to comply with the requirements of the Government Authorities for reporting in prescribed periods;

(iv) failing to provide information or documentation requested by Bulk GF;

(v) failing to maintain or provide its documents or records in the manner and at the time contemplated by the Government Authorities

5.5 The indemnities in these conditions continue whether or not the Goods are pillaged, stolen, lost or destroyed.

6. SUBCONTRACTING

6.1 Bulk GF, at its discretion, may:

(a) subcontract on any terms the whole or any part of the Services;

(b) as the agent of the Customer, contract with a third party service provider on behalf of the Customer on any terms whatsoever, including terms that limit or exclude the liability of the third party service provider.

6.2 The Customer authorises a Subcontractor to subcontract all or part of the Services.

6.3 The Customer agrees that no claim or allegation may be made against any employee, agent, or Subcontractor that imposes or attempts to impose upon such person any liability whatsoever arising out of or in any way connected with the Goods or the Services, whether or not arising out of negligence or a wilful act or omission on the part of any of them and if such claim or allegation should nevertheless be made, to indemnify Bulk GF against all consequences of any such claim or allegation.

6.4 Every exemption, limitation, condition and liberty contained in these conditions and every right, exemption from liability, limitation, defence and immunity applicable to Bulk GF or to which Bulk GF is entitled under these conditions will also be available to and will extend to protect:

(a) all Subcontractors;

(b) every employee or agent of Bulk GF or of a Subcontractor;

(d) all persons who are or are found to be vicariously liable for the acts or omissions of any person falling within clauses 6.4(a), 6.4(b) or 6.4(c).

6.5 The Customer undertakes that it will indemnify any Subcontractor from and against any loss, expense or damages suffered if a claim is made against a Subcontractor by any party (including the Customer) in connection with the provision of the Services or the Goods.

6.6 For the purposes of clauses 6.4 and 6.5, Bulk GF is or will be deemed to be acting as agent or trustee on behalf of and for the benefit of all such persons and each of them and all such persons and each of them will to this extent be, or be deemed to be, parties to any agreement incorporating these conditions.

7. LIABILITY OF CARRIER AND INSURANCE

7.1 The Goods are at the risk of the Customer. Subject to clause 19.1, neither Bulk GF nor any Subcontractor nor any other person who undertakes the Services of the Goods will, under any circumstances, be responsible for or liable (whether in contract, tort, bailment or otherwise) for any:

(a) loss of the Goods;

(b) Damage to the Goods; or

(c) misdelivery, delay in delivery or non-delivery of the Goods, whether in the course of the Services or otherwise, including where the loss or Damage is caused, or alleged to have been caused by the negligence of Bulk GF.

7.2 Notwithstanding any other provision of these conditions, Bulk GF will not be liable for any loss of, delay, or Damage to Goods:

(a) caused by:

(i) Force Majeure;

(ii) Bulk GF following the Customer’s instructions;

(iii) the Goods becoming infected or contaminated with any virus, bacteria, fungi, pathogen, disease, mould, vermin or like condition;

(iv) vibration, road conditions, weather or weather events of any kind whatsoever;

(v) the Goods being inherently defective or in such a condition that they cannot be loaded, unloaded or transported by road without Damage;

(vi) inherent vice or the nature of the Goods;

(vii) a decline in value, or loss of value as a result of the Goods becoming past their ‘use by’ or expiry date;

(viii) insufficiency or unsuitability of packing or preparation of the Goods to withstand the ordinary risks associated with the Services;

(b) comprising electrical or mechanical derangement, shrinkage or ordinary wear and tear;

(d) while the Goods are in the physical custody of a third party, including a Subcontractor..

7.3 Notwithstanding any other provision of these conditions, Bulk GF will not be liable, under any circumstances, for Consequential Loss.

7.4 Despite any other clause in these conditions, where the Services involve the international Carriage of Goods, the liability limits of Bulk GF will not exceed the maximum liability limit of Bulk GF or the Carrier as determined under any international convention (or applicable Law implementing that convention) applying to relevant Carriage of the Goods.

7.5 Bulk GF will not be liable for omitting to inspect or take any other action in respect of Goods where Goods have been damaged or pillaged, unless the Customer provides Bulk GF with written instructions to take that action in relation to those Goods and Bulk GF accepts those instructions.

7.6 Without limiting any other clause of these conditions, Bulk GF shall have no liability or responsibility by virtue of the fact that there may be a change in the rates of duty, wharfage, freight, railage or cartage, or any other tariff before or after the performance by Bulk GF or any act involving a less favourable rate or tariff, or by virtue of the fact that a saving may have been effected in some other way had any act been performed at a different time and whether its performance of any of the acts aforesaid is delayed or precipitated through the negligence of Bulk GF or its servants or agents or however caused.

7.7 Bulk GF will not be in breach of any of its obligations to the Customer or liable for any loss or damage (including Consequential Loss) suffered by the Customer arising from or connected with Bulk GF's compliance with any Law, including without limitation disclosing confidential information to a Government Authority.

7.8 Bulk GF excludes from this Agreement all conditions, warranties, terms and consumer guarantees implied by Laws, general law or custom except any the exclusion of which would contravene any Laws or cause this condition to be void.

7.9 If Bulk GF cannot exclude all of its liability by relying on clauses 7.1 – 7.8 Bulk GF’s liability arising from any loss of Goods, Damage to Goods or misdelivery, delay in delivery or non-delivery of Goods (including any liability arising from breach of a warranty, guarantee or term implied by Law) is limited, at the option of Bulk GF, to:

(a) supplying the Services that were supplied with respect to the lost, Damaged or mis/non- delivered Goods, again; or

(b) payment of the cost of having the Services that were supplied with respect to the lost, Damaged or mis/non-delivered Goods, supplied again.

7.10 Without limitation to any other clause in this Agreement, for Carriage by air, if the Carriage involves an ultimate destination stop in a county other than the country of departure, the Warsaw Convention or the Montreal Convention may be applicable and the relevant convention governs, and in most cases, limits the liability of air Carriers in respect of loss or damage to cargo.

7.11 Bulk GF will not arrange insurance in respect of the Goods. The Customer is responsible for arranging insurance in respect of the Goods. If Bulk GF refers the Customer to an insurance company or broker, Bulk GF makes no warranty or representation in respect of the insurer or broker or the insurance offered.

8. CONTAINERS AND PALLETS

Notwithstanding any other provision of these conditions, the Customer:

(a) acknowledges that Bulk GF has no liability or responsibility in relation to any hire charge or demurrage charge associated with any Container or pallet; and

(b) must ensure that any pallets are transferred to and from any relevant hire accounts and that any necessary documentation is provided to relevant pallet hire businesses.

9. SERVICES, ROUTE AND DEVIATION

9.1 Any instructions given by the Customer must be in English and be legible.

9.2 Bulk GF has the discretion to refuse to accept the Customer’s instructions.

9.3 Bulk GF is authorised by the Customer to choose the method for performance of the Services at Bulk GF’s complete discretion.

9.4 Sufficient notice of instructions must be given by the Customer to Bulk GF to enable Bulk GF to follow those instructions. If insufficient notice is given and Bulk GF attempts to adopt the Customer's instructions, Bulk GF is not deemed to have accepted the instructions.

9.5 If Bulk GF accepts the Customer's instructions on one occasion, Bulk GF will not be bound by those instructions when providing Services in the future.

9.6 The Customer authorises any deviation from the usual route for transportation or manner of provision of Services that may, in the absolute discretion of Bulk GF, be considered desirable or necessary in the circumstances.

9.7 If the Customer expressly or impliedly instructs Bulk GF to use, or it is expressly or impliedly agreed that Bulk GF will use a particular method of providing or performing the Services, Bulk GF will give priority to that method but if it cannot conveniently be adopted by Bulk GF, the Customer authorises Bulk GF to provide the Services using another method.

9.8 The Customer agrees that:

(a) the value of the Goods will not be declared or inserted into a Transport Document or contract for the purpose of extending a Carrier's liability unless the Customer provides express written instructions to Bulk GF to do so, and if required, the Carrier agrees;

(b) where a Subcontractor's or Carrier's charges may be determined by the extent of liability assumed by the Subcontractor or Carrier, no declaration of value will be made for the purpose of extending the liability of the Subcontractor or Carrier, and the Goods will be dealt with at the Customer's risk for minimum charges, unless the Customer provides written instructions to the contrary to Bulk GF;

(c) Bulk GF reserves the right to not make any declaration or take any action in respect of the Customer's Goods unless the Customer has provided Bulk GF with sufficient notice, written instructions and the documents necessary to take that action in relation to those Goods.

9.9 The Customer irrevocably appoints Bulk GF with the power and authority to take any action and execute any document in the name of and on behalf of the Customer as required by Bulk GF to provide the Services.

10. INSPECTION

10.1 Bulk GF may (but is not obliged to) inspect the Goods (including opening any Container or package) to determine the nature or condition of the Goods or for any other purpose which Bulk GF considers reasonably necessary.

10.2 If, under Law, a Container must be opened, Bulk GF will not be liable for any loss, Damage or delay incurred as a result of any opening, unpacking, inspection or repacking and the Customer agrees to pay Bulk GF’s charge for the cost of any such opening, unpacking, inspection or repacking.

11. DELIVERY

11.1 Bulk GF is authorised to deliver the Goods at the address nominated to Bulk GF for that purpose. Bulk GF will be deemed to have delivered the Goods if, at that address, it obtains from any person a receipt or signed delivery docket for the Goods.

11.2 If the nominated place of delivery is unattended or if delivery cannot otherwise be effected by Bulk GF, Bulk GF may, at its option, deposit the Goods at that place (which will be conclusively presumed to be due delivery under these conditions), store the Goods or redeliver the Goods to the Customer at the Customer’s expense.

11.3 If the Goods are stored by Bulk GF pursuant to clause 11.2:

(a) the Customer will pay or indemnify Bulk GF for all costs and expenses incurred with respect to such storage; and

(b) Bulk GF may, at any time, redeliver the Goods to the Customer at the Customer’s expense.

12. CRANE SERVICES

12.1 Where Bulk GF provides Crane services, the Customer warrants that:

(a) the road surfaces, access and egress to the site and the site itself are stable, adequate to support the Crane, clear of obstacles and of a gradient to allow the Crane to be operated safely;

(b) sufficient clearance will be afforded in respect of all overhead wires; and

12.2 Bulk GF will supply a standard selection of slings, lugs and chains but accepts no responsibility for loss or delay if any slings, lugs or chains are found to be unsuitable for the Customer’s purpose.

12.3 The Customer warrants that the weight of the Goods to be lifted in any one lift and the radius of the proposed lift, measured from the radial point of the Crane, will not exceed the limits of the Crane.

13. STORAGE

13.1 The Goods may be stored at any place at the absolute discretion of Bulk GF at the Customer’s risk and expense.

13.2 Where Goods are stored by Bulk GF at the request of the Customer, the Customer will provide:

(a) an address to which notices will be sent; and

(b) an inventory of the Goods to be stored.

13.3 Bulk GF may remove the Goods from a place of storage to another place of storage at its discretion.

13.4 Storage charges do not include removing, packing, unpacking, inspecting, stowing, re-storing or delivering.

13.5 The Customer must give 48 hours’ notice to Bulk GF of its intention to remove Goods from storage.

13.6 Bulk GF will not be obliged to allow an inspection of the Goods or to deliver up any Goods in storage:

(a) to any person other than the Customer or a person authorised in writing by the Customer; or

(b) in circumstances where any amount is due by the Customer to Bulk GF on any account whatsoever.

13.7 The Customer will remove its Goods from storage within seven days of receipt of written notice from Bulk GF.

14. LIEN AND UNCOLLECTED GOODS

14.1 The Goods and all documents relating to the Goods are accepted subject to a general and particular lien for all charges due or that may become due to Bulk GF by the Customer on any account whatsoever, whether in respect of the Goods or in respect of any other goods in respect of which Bulk GF provides or has provided Services.

14.2 Without prejudice to any other rights Bulk GF may have under Law, if charges are not paid when due, or the Goods are not collected when required or designated, Bulk GF may:

(a) remove all or any of the Goods and store them as Bulk GF thinks fit, at the Customer’s risk and expense; or

(b) without notice and immediately in the case of perishable Goods, or otherwise on the provision of 14 days’ notice, open and sell all or any of the Goods as Bulk GF thinks fit (whether by private treaty or public auction, including auction on an internet based platform) and apply the proceeds to discharge the lien and costs of sale (including reasonable legal fees) without being liable to any person for any loss caused.

14.3 The parties agree that the lien arising under these conditions:

(a) attaches to the Goods when the Goods are accepted by Bulk GF (including its Subcontractors and agents); and

(b) is a security interest.

14.4 The Customer acknowledges and consents to Bulk GF's registration and perfection of Bulk GF's security interest under the Agreement for the purposes of the PPSA.

14.5 On request by Bulk GF, the Customer must promptly do anything for the purposes of ensuring that any security interest created under, or provided for by, these conditions is enforceable, perfected (including perfection by registration), maintained and is otherwise effective. Anything that is required to be done under this clause will be done at the Customer’s expense. The Customer agrees to reimburse Bulk GF’s costs in connection with any action taken by Bulk GF under or in connection with this clause.

14.6 The parties agree that, to the extent permitted by the PPSA:

(a) sections 95, 118, 121(4), 125, 130, 132(3)(d), 132(4), 135, 142 and 143 of the PPSA do not apply (unless the Customer is otherwise notified in writing by Bulk GF); and

(b) any right to receive a notice, statement or verification statement under sections 129, 130, 132, 134,135 or 157 of the PPSA is waived.

14.7 Bulk GF may at its discretion sell or otherwise dispose of perishable goods without notice to the Customer where the Goods are not collected immediately upon arrival, are insufficiently or incorrectly addressed or are not identifiable.

14.8 Without limitation to clause 14.7, Bulk GF may at its discretion sell or return Goods that cannot be delivered because they are insufficiently or incorrectly addressed, are not identifiable, are uncollected or not accepted after 21 days' notice to the Customer or where the Customer fails to pay any cost or do any action reasonably necessary for Bulk GF to deliver the Goods.

14.9 Where Bulk GF sells Goods pursuant to this clause;

(a) it does so as principal, not as agent, and is not the trustee of the power of sale;

(b) the Customer must pay all costs, charges and expenses incurred by Bulk GF in connection with the storage, sale or return of the Goods, which may be deducted from the proceeds of the sale of the Goods;

(c) Bulk GF is entitled to recover any deficit from the Customer where the proceeds of sale of the Goods do not satisfy the amounts payable to Bulk GF.

15. CARRIER’S CHARGES

15.1 Bulk GF’s charges will be deemed fully earned on receipt of the Goods by Bulk GF (including its Subcontractor) and are non-refundable in any event. The Customer agrees to pay all sums due to Bulk GF without any deferral, deduction, counterclaim or set-off and will not withhold payment of any amount to Bulk GF by reason or any claim the Customer has, or claims it has, against Bulk GF.

15.2 In addition to any other charges contemplated under these conditions, the Customer is liable to pay:

(a) any Additional Charges;

(b) Enforcement Costs;

(d) all storage, handling, stocktaking and reporting charges and any costs associated with loading or unloading Goods;

(e) any fuel levy imposed, which may be adjusted by Bulk GF at any time on reasonable grounds to reflect fuel price movements;

(f) any additional costs arising from heavy or over-dimensional transport including costs associated with permits, escorts, pilots, equipment, bridge/road works and detours; and

(g) all charges imposed by Law including customs charges and excises and associated fines and penalties.

15.3 Bulk GF may charge the Customer, in accordance with its schedule of rates, in respect of any delay in loading or unloading occurring other than from the default of Bulk GF. Such permissible delay period will commence upon Bulk GF reporting for loading or unloading. Labour to load or unload is the responsibility and expense of the Customer.

15.4 Bulk GF's Fees may include any disbursements and other amounts that Bulk GF is required to pay third parties in connection with the Services. Bulk GF at its discretion may vary its charges if the amount of any such disbursements change. Where reasonably practicable, Bulk GF will provide notice or any material change to its charges. However, there may be times where its charges increase without notice.

15.5 The Customer agrees that Bulk GF may receive and retain for its own account renumeration, allowances, brokerages and commissions from shipping and forwarding agents, shipping lines, insurance brokers, airlines and any other persons with whom Bulk GF deals or that are payments of the nature commonly received by freight forwarders and that Bulk GF is not require to disclose the receipt and retention of such amounts to the Customer, even, without limitation, if acting as agent for the Customer.

15.6 The Customer agrees that Bulk GF may charge its fees and/or recover its administrative costs by way of increasing the amount charged to it by third parties, such as disbursements, when invoicing those amounts to the Customer and that there is no obligation on Bulk GF to separately show this portion of the fee on any invoice.

15.7 If the Customer instructs Bulk GF that Bulk GF’s charges will be paid by a third party and the third party does not pay Bulk GF’s charges within seven days of the date of delivery or attempted delivery of the Goods, the Customer must pay such charges.

15.8 Where Bulk GF stores Goods for the Customer, the Customer must:

(a) pay Bulk GF’s expenses and charges to comply with any Law including any customs, excise or warehouse charges;

(b) supply or pay for labour or machinery, or both, to load or unload the Goods;

(d) if the Goods are at any time re-quantified, re-weighed or re-measured, pay any proportional additional charges.

15.9 Time is of the essence in respect of the Customer's obligations to make any payment to Bulk GF in connection with this Agreement.

15.10 Bulk GF at its discretion may determine its Fees, including by weight, measurement or value, including without limitation, by volumetric conversion.

15.11 Bulk GF may re-weigh, re-measure or re-value the Goods at any time, and amend its charges at its reasonable discretion.

15.12 Any information contained in a quotation provided by Bulk GF in relation to the charges applies to the specific item, weight and volume quoted, designated Services and standard of Services, and is only valid until the earlier of 14 days after being provided, the quote being withdrawn or the quote expiring.

15.13 A quotation is not an offer and is not binding on Bulk GF. A quotation may change based on changes to freight, insurance, warehousing, fees, and any other charges, with or without notice to the Customer.

15.14 Fees due to Bulk GF are payable in Australian dollars unless otherwise agreed. Bulk GF is entitled to charge a currency conversion fee when it receives payment in a currency other than Australian dollars.

15.15 The Customer remains liable for the payment of Bulk GF’s charges whether or not the Goods are delivered or damaged or the Services performed as instructed.

16. DANGEROUS GOODS

16.1 Bulk GF may at any time, acting reasonably, deem that certain Goods are Dangerous Goods.

16.2 If Bulk GF agrees to provide Services with respect to Dangerous Goods:

(a) such Goods must be accompanied by a written declaration disclosing the nature of such Goods; and

(b) the Customer must comply with all Law with respect to Dangerous Goods, including the Australian Code for the Transport of Dangerous Goods by Road & Rail.

16.3 The Customer will indemnify Bulk GF against all loss, harm or injury howsoever caused arising out of the provision of Services with respect to any Dangerous Goods whether declared as such or not and whether or not the Customer was aware of the nature of the Goods.

16.4 The indemnity in clause 16.3 extends to Consequential Loss.

16.5 If, in the opinion of Bulk GF, acting reasonably, the Goods are or are liable to become of a dangerous or flammable or damaging nature and pose a threat of property damage or personal injury, the Goods may at any time be destroyed, disposed of, abandoned or rendered harmless without compensation to the Customer and without prejudice to Bulk GF's right to charge for any Services.

17. FORCE MAJEURE

Bulk GF 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.

18. NOTIFICATION OF CLAIM

18.1 Notwithstanding any other provision of these conditions (other than clause 19), Bulk GF will, in any event, be discharged from all liability whatsoever in respect of the Services unless written notice of a claim or an intended claim (together with particulars of the circumstances on which the claim is based) is given to Bulk GF:

(a) in the case of Goods allegedly lost or Damaged in the course of loading, unloading or transit within seven (7) days from the delivery of the Goods or from the date on which in the ordinary course of business, delivery would have been effected;

(b) in the case of Goods allegedly lost or Damaged during storage, within seven (7) days of the date of removal or attempted removal of the Goods from storage; or

(c) where the claim does not relate to loss, damage or delay to Goods, seven (7) days of the date of the event giving rise to the claim.

18.2 Bulk GF will, in any event, be discharged from all liability whatsoever in respect of the Goods unless legal proceedings are commenced:

(a) in the case of Goods allegedly lost or Damaged in the course of loading, unloading or transit within twelve months of their delivery or of the date on which, in the ordinary course of business, they should have been delivered;

(b) in the case of Goods allegedly lost or Damaged during storage, within twelve months of the date of removal or attempted removal of the Goods from storage; or

(c) where the claim does not relate to loss, damage or delay to Goods, within twelve months of the date of the event giving rise to the claim.

19. APPLICABLE LEGISLATION

19.1 Notwithstanding anything contained in these conditions, Bulk GF will continue to be subject to any implied terms, conditions, guarantees or warranties imposed by the Competition and Consumer Act 2010 (Cth) or any other Commonwealth or state legislation but only in so far as such legislation applies and prevents the exclusion or modification of any such term, condition, guarantee or warranty.

19.2 Bulk GF, Customer and Connected Parties must comply with all Law, including Chain of Responsibility Law.

19.3 The Customer must not impose any requirement on Bulk GF that would directly or indirectly encourage or require Bulk GF or any person on behalf of Bulk GF to speed, drive while fatigued or otherwise perform the Services in an unsafe manner or in breach of Law.

20. ENTIRE AGREEMENT

20.1 The entire agreement between the parties is contained in these conditions, the Authority, any credit application, and Transport Documents issued by Bulk GF and there are no other understandings, representations or agreements between the parties that are not set out in these conditions.

20.2 These conditions take priority over and will prevail to the extent of any inconsistency with the Authority, any credit application made by the Customer, any Transport Document issued by Bulk GF, the Customer's terms and conditions or other document issued by the Customer. However, the terms of a Transport Document issued by Bulk GF will take priority where the Services involve the international Carriage of the Goods and the Transport Document relates to that international Carriage.

20.3 Bulk GF will not be bound by any agreement purporting to vary these conditions unless such agreement is in writing and signed on behalf of Bulk GF by a director of Bulk GF.

21. GENERAL

21.1 This agreement will be construed in accordance with the Law in force in Victoria and the parties irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts of Victoria and courts entitled to hear appeals from those courts.

21.2 The failure of a party to take action to enforce its rights under any agreement incorporating these conditions or the granting of any time or indulgence will not be construed as a waiver of the provision nor as a waiver of the right of the party at a later time to enforce its rights under any agreement incorporating these conditions.

21.3 Where the Customer or Connected Party comprise two or more persons, an agreement or obligation to be performed or observed by the Customer or Connected Party binds those persons jointly and severally.

21.4 If any provision of these conditions is invalid, illegal or unenforceable, that provision will, to the extent that it is invalid, illegal or unenforceable, be treated as severed from this agreement, without affecting the validity and enforceability of the remaining provisions.

21.5 Bulk GF may assign its rights and obligations under these conditions without the Customer's consent. The Customer must not assign its rights and obligations under these conditions without Bulk GF’s written consent.

21.6 Any notice under these conditions must be in English and be in writing.

21.7 All rights, indemnities and limitations of liability contained in these conditions will have their full force and effect, despite:

(a) any breach of term or condition of these conditions or any collateral agreement by Bulk GF;

(b) the non-performance of the Services;

(d) the expiry or termination of the Authority.

21.8 A reference in these conditions to any law includes any statutory modification, substitution or re- enactment of it.

21.9 Any party that enters these conditions as a disclosed or undisclosed agent agrees to be joint and severally liable for the debts, liabilities and obligations of the principal under these conditions.

21.10 Without limitation to other methods of acceptance, by instructing Bulk GF to provide the Services the Customer agrees to be bound by these conditions.

21.11 The Customer agrees that Bulk GF retains all copyright and intellectual property subsisting in all documents and thigs created by, or for, Bulk GF in connection with the performance of the Services, including copyright and intellectual property that now exists or that later comes into existence.