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Terms & Conditions
All and any business undertaken by the Company shall be subject to
the terms and conditions of this contract which are as follows:
- “Company” shall mean Artwork Transport Pty Ltd (ACN 137 784 091), its employees, servants, agents,
subsidiaries and/or associated entities.
“Customer” shall mean the shipper (consignor), the receiver (consignee), the owner of the Goods, the
bailor of the Goods or the person for whom any of the Services are performed.
“Goods” shall mean the chattels, articles or things tendered for
carriage or bailment or other services by the Customer and shall
include the container(s), unit load device(s) or other packaging
containing the same and any other pallet(s) delivered with the same to
the Company or Subcontractor.
“Services” shall mean the storage/warehousing, carriage, transport,
movement, handling and/or any other service performed or arranged by
the Company pursuant to, or ancillary to, this contract with the
“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, persons, plants or animals or to any thing
including that in which the Goods are carried, handled or stored.
“Valuables” shall mean bullion, coins, precious stones, jewellery.
“Perishable goods” shall mean Goods that 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.
“Subcontractor” shall mean and include any 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.
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
- 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
of the Customer to contract either in its own name or in the
Customer's name with any Subcontractor, and employs and authorizes any
Subcontractor to subcontract with any other Subcontractor, for the
performance of any Service to be performed or arranged by the Company
pursuant to, or ancillary to, this contract. Any such contract may be
made on any terms of contract whatsoever used by the Subcontractor with
whom the Company or Subcontractor may contract for such Service(s)
including in every case terms which may limit or exclude liability in
respect of the Service.
Prevention of Suit/Circular Indemnity and Himalaya
- The Customer undertakes that no claim or allegation shall be
made against any Subcontractor (other than the Company) or other party
who may be vicariously liable for the acts or omissions of such
Subcontractor which imposes or attempts to impose upon any such party
any liability whatsoever in connection with the Goods whether or not
arising out of negligence on the part of such party. If any such claim
or allegation should nevertheless be made, the Customer will 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
its benefit, and in entering into this contract, the Company, to the
extent of these provisions, does so not only on its own behalf, but
also as agent and trustee for such parties.
Warranties by the Customer
- The Customer warrants:
- that it is the owner of the Goods or otherwise has the
authority of the owner or person having an interest in the Goods or any
part thereof to sign the Company's Letter of Instruction or other
contractual document and consign the goods upon and subject to these
conditions. 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
- that the person releasing or delivering the Goods to the
Company is authorised to sign the Company's Letter of Instruction or
other contractual document and accept these conditions on the
- 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.
- 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 law.
Exclusion and Limitation of Liability
- (a) Subject to the terms and conditions in this contract, the
Company shall not be liable for any loss or damage suffered by the
Customer or any other person, howsoever caused or arising, whether:
- an authorized or unauthorized act OR contemplated or uncontemplated act under this contract;
- caused by the negligence and/or recklessness and/or wilful
misconduct of the Company's servants, agents, employees, subcontractors
- 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
subject of any Service.
- 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 Customer and accepted in writing by the
- In all cases where liability has not been, or cannot be,
excluded by this agreement because of mandatory 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 for breach of any condition or warranty in respect of
the Services, the liability of the Company is limited to any one or
more of the following as determined by the Company at its absolute
- providing supply of the Services again; or
- payment of the cost of having the Services supplied again.
- Without limiting the generality of the foregoing, the Company
shall in no circumstances be liable for direct, indirect or
consequential loss or damage arising from the Services performed in
respect of the Goods including loss of market, loss of profit or loss
of contracts howsoever caused. The rights, immunities, defences and
limits provided for in these conditions shall apply in any action
against the Company for loss or damage whether the action be found in
contract, tort or otherwise notwithstanding any breach of the contract
or condition hereof by the Company.
- Further without limiting the generality of the foregoing, 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 otherwise.
- 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:
- 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;
- 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;
- Any right to any legal remedy against the Company shall be
extinguished unless legal proceedings are brought against the Company
in the state of Victoria and not otherwise within 9 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.
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.
- 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.
- 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.
- The Customer has the right to inspect the transportation
vehicle before the loading of the Goods. Absent any inspection or
complaint, the transportation vehicle will be deemed to be in adequate
and suitable condition for the carriage of the Goods. Thereafter, the
Customer shall have no rights against the Company with respect to the
condition of the vehicle and the Company will have no liability in
respect of any loss or damage caused by the inadequate or unsound
condition of the vehicle.
- 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 Service hereunder.
- (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 the Customer.
- Without limiting the generality of the foregoing, 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, Subcontractors or
any other party or authority.
- The Customer shall indemnify the Company in respect of any loss
or damage arising from any inherent defect, quality or vice of the
- The Customer should seek its own insurance cover. Quotations
- Quotations for the Services are made on an immediate acceptance
basis and are subject to withdrawal or revision without notice at the
Routes and Procedures
- If the Company is instructed by the Customer and agrees to use a
particular method or mode of transport and/or Service, the Company
shall give due consideration to the method or mode designated but shall
at all times have the right to choose or vary such method or mode of
transport and/or Service or route and procedure to be followed in
respect of the Service performed. The Customer hereby authorises the
Company to substitute alternate carriers or other Service providers
without notice to the Customer.
Payment of Expenses/Duties & Release of Information
- The Customer authorises the Company in effecting the Services,
but with no obligation on the part of the Company, at any port or place
- pay any duties, taxes, imposts, outlays or charges in respect of the Goods and/or Services
- to release or allow inspection of the Goods or any information
and/or documents of the Customer, the Goods, the Services or relating
thereto as required by authorities,
and the Customer shall indemnity the Company in respect of any
disbursement, expense, cost, loss, fine or damage incurred by the
Company in doing so and releases the Company from any liability in
Responsibility for Fees/Charges
- (a) The Customer shall pay the Company for all fees rendered
and any charges it incurs for any reason in respect of the Services
performed. This includes the payment of fees/charges which the Company
is advised or agrees will be paid by a third party which then fails to
so pay. Such fees/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 of Subcontractor 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.
Lien - Security Agreement - Personal Properties Security Act
- The Company shall have a particular and general lien on the
Goods of the Customer and any documents relating thereto for all sums
payable by the Customer to the Company. The Customer agrees that these
terms and conditions
- constitute a security agreement for the purpose of the Personal Properties Security Act
- create a security interest in all Goods and documents relating thereto of the Customer
to the extent that the Company and Customer agree that the Company
has the right to exercise a general lien over all Goods and documents
of the Customer in respect of any moneys owed by the Customer to the
Company and if the moneys owed remain unpaid after a period of 7 days
from the date which the Company notifies the Customer (or owner) that
it is exercising the lien, the right to sell the Goods or a portion
thereof and direct the proceeds of sale to payment to the Company of
moneys owed by the Customer to the Company and remit any balance
remaining (if such exists) to the Customer.
Registration/Personal Properties Security Act
- (a) The Customer agrees to:
- sign any documents or provide further documents or information
required by the Company to register a financing statement or financing
change statement in respect of a security interest with the Personal
Property Securities Register, register any other documents required by
the PPSA or correct any such document(s).
- indemnify the Company for all expenses incurred in attending to
the steps outlined in (i) above and releasing any interests from the
- not register a financing change statement in respect of a security interest without prior written consent by the Company.
- not register, nor 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
- The Company and Customer agree that sections 96, 117 and 125 of
the PPSA do not apply to the security agreement created by these
terms and conditions.
- The Customer hereby waives its rights to receive notices or
statements under sections 95, 118, 121(4),123, 130, 132(3)(d), 132(4),
135 and 157 of the PPSA.
- The Customer waives its rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.
- The Customer agrees to ratify unconditionally any actions taken
by the Company pursuant to registration related requirements under
the PPSA and as referred in clause 16(a) above.
Valuables, Dangerous goods, Perishable goods, Livestock, etc.
- (a) (i) Except as agreed in writing, the Company will not
accept Valuables, Dangerous goods, 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 (not the Company) shall be liable for
any loss, damage or cost 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
(ii) Any such goods 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. In the event that the goods are destroyed or
otherwise dealt with as aforesaid, the Company shall bear no liability
and the Customer shall indemnify the Company from and against all costs
and expenses with respect thereto.
- The Customer undertakes that any of the goods referred to in
(a) above (including their covering, packaging, containers and other
carriage devices) 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 provision.
- 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 its agent at the address nominated to the Company by
either the Customer, the consignor, the consignee or their agents and
it is expressly agreed that the Company shall be deemed to have
delivered the Goods in accordance with this contract if it obtains a
receipt, signed delivery docket for the Goods or signature on its
consignment note from any person at that address.
- 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
- 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.
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:
- 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
- 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
- The Customer shall comply with all applicable laws and
Government regulations and directions including those relating to the
packing, carriage, storage, customs clearance, delivery, inspection 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 and will indemnify
the Company for any expense incurred by the Company in so complying.
Law and Jurisdiction
- Any dispute arising under this Contract shall be governed by the
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.
- By signing the letter of instruction or otherwise accepting these
conditions, the Customer agrees that it did not rely on any
representation, promise, warranty or condition of the Company or its
Subcontractor not expressly made (in writing) part of this contract.
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.
Customer's Own Form
- The use of the Customer's own form is no derogation to these conditions of contract. Trade Practices
- (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
- 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.
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