Terms and Conditions

GO TLC – Standard Trading Conditions for Freight Forwarding Services

PART I: General Conditions

1. Application

1.1

Subject to Clause 1.2, all services of the Company whether gratuitous or not are undertaken subject to these Conditions and not otherwise and:

(a)The provisions of Part I shall apply to all such services.

(b)The provisions of Part II shall only apply to the extent that such services are provided by the Company as agents.

(c)The provisions of Part III shall only apply to the extent that such services are provided by the Company as principals.

1.2

Where a document is issued by or on behalf of the Company and bears the title of, or includes the words, “bill of lading” (whether or not negotiable), or sea or air “waybill” and provides that the Company contracts as carrier, the provisions set out in that document, if inconsistent with these Conditions, shall be paramount and prevail over these Conditions to the extent that such provisions are inconsistent but no further.

1.3

Any variation, cancellation or waiver of these Conditions (or any of them) must be in writing signed by a Director of the Company. No other person has or will be given any authority whatsoever to agree to any variation, cancellation or waiver of these Conditions.

2. Provision of Services

2.1

All services are provided by the Company as agents only, except in the following circumstances where the Company acts as principal:

(a)where the Company performs any carriage, handling or storage of Goods, but only to the extent that the carriage is performed by the Company itself or its servants and the Goods are in the actual custody and control of the Company, or

(b)where, prior to the commencement of the carriage of Goods, the Customer in writing demands from the Company particulars of the identity, services or charges of persons instructed by the Company to perform part or all of the carriage, and the Company fails to give the particulars demanded within 28 days. However, for the purposes of this sub-clause, the Company shall only be deemed to be contracting as a principal in respect of that part of the carriage which the Company fails to give the particulars demanded, or

(c)to the extent that the Company expressly agrees in writing to act as a principal, or

(d)to the extent that the Company is held by a court of law to have acted as a principal.

2.2

Without prejudice to the generality of clause 2.1,

(a)the charging by the Company of a fixed price for any services whatsoever shall not in itself determine or be evidence that the Company is acting as an agent or a principal in respect of those services.

(b)the supplying by the Company of its own or leased equipment shall not in itself determine or be evidence that the Company is acting as agent or a principal in respect of any carriage, handling or storage of Goods;

(c)the Company acts as an agent where the Company procures a bill of lading, sea or air waybill or other document evidencing a contract of carriage between a person, other than the Company, and the Customer or Owner;

(d)the Company acts as an agent and never as a principal when providing services as a Customs Broker in respect of or relating to customs requirements, taxes, licenses, consular documents, certificates of origin, inspection, certificates and other similar services or when obtaining insurances for or on behalf of the Customer or relating to the Goods (other than where by law the Company is deemed to be an agent of the insurer) or when providing any other services whatsoever for or on behalf of the Customer.

2.3

The Company is not a common carrier and will accept no liability as such and it reserves the right to accept or refuse the carriage of any Goods or any other Service at its discretion. All Services are performed subject only to these Conditions (and when applicable but subject to clause 21.6, the conditions on any Bill of Lading or Air Waybill issued by the Company as Principal).

3. Definitions

In these conditions:

(a)“Company” is GOTLC – ABN 21 313 886 022

(b)“Customer” means any person at whose request or on whose behalf the Company provides a service;

(c)“Person” includes persons or any body or bodies corporate;

(d)“Owner” includes the owner, shipper and consignee of the Goods and any other person who is or may become interested in the Goods and anyone acting on their behalf;

(e)“Authority” means a duly constituted legal or administrative person, acting within its legal powers and exercising jurisdiction within any nation, state, municipality, port or airport;

(f)“Goods” includes the cargo and any container not supplied by or on behalf of the Company, in respect of which the Company provides a service;

(g)“Container” includes any container, flexitank, trailer, transportable tank, flat, pallet or any article of transport used to carry or consolidate goods and any equipment of or connected thereto;

(h)“Dangerous Goods” includes goods which are or may become of a dangerous, inflammable, radio-active or damaging nature and goods likely to harbour or encourage vermin or other pests;

(i)“Hague-Visby-Rules” means the provisions of the International Convention for the Unification of certain rules Relating to Bills of Lading signed at Brussels on 25th August 1924 as amended by the Visby Protocol of 23rd February 1968 and the SDR Protocol of 21st December 1979;

(j)“Incidental matters” means anything done or to be done in relation to the Goods or the provision of any services ancillary to the Goods including but not limited to moving, storing or leaving the Goods at any warehouse, terminal, yard, wharf or other place or area, loading or unloading the Goods from any vehicle, vessel or other conveyance, stowing or packing the Goods or fumigating, transhipping, inspecting or otherwise handling the Goods or anything done in relation thereto.

(k)“Instructions” means a statement of the Customer’s specific requirements.

(l)“Services” means the whole of the Services provided by the Company to the Customer and all matters necessarily related to the provision of the Services or ancillary to the provision of the Services.

(m)“Warsaw Convention” means the Convention for the Unification of Certain Rules Relating to International Carriage by Air dated 12 October 1929 as amended at The Hague, 1955 and supplemented by the Guadalajara Convention dated 18 September 1961 as applied respectively by the legislation of the Commonwealth of Australia and of New Zealand.

4. Obligations of Customer

4.1

The Customer warrants that it is either the Owner or the authorised agent of the Owner of the Goods and that it is authorised to accept and accepts these Conditions, not only for itself, but also as agent for and on behalf of the Owner.

4.2

The Customer warrants that it has reasonable knowledge of matters affecting the conduct of its business, including, but not limited to, the terms of sale and purchase of the Goods and all other matters relating thereto.

4.3

The Customer shall give sufficient and executable instructions.

4.4

The Customer warrants that the description and particulars of the Goods are complete and correct.

4.5

The Customer warrants that the Goods are properly packed and labelled, except where the Company has accepted instructions in respect of packaging and/or labelling.

5. Special Instructions, Goods and Services

5.1

Unless agreed in writing, the Customer shall not deliver to the Company, or cause the Company to deal with or handle, Dangerous Goods.

5.2

If the Customer is in breach of Clause 5.1:

(a)the Customer shall be liable for all loss or damage whatsoever caused by or to or in connection with the Goods howsoever arising;

(b)the Customer shall defend, indemnify and hold harmless the Company against all penalties, claims, damages, costs and expenses whatsoever arising in connection therewith; and

(c)the Company (or any other person in whose custody the Goods may be in at the relevant time) may, at the Company’s sole discretion, have the Goods destroyed or otherwise dealt with. For the purposes of this sub-clause, notice is not required to be given to any person of the intention to destroy or otherwise deal with the Goods.

5.3

If the Company agrees to accept Dangerous Goods and then it (or any other person) reasonably forms the view that those Goods constitute a risk to other goods, property, life or health, it may (without notice and without liability) have the Goods destroyed or otherwise dealt with at the expense of the Customer or Owner.

5.4

The Customer undertakes not to tender for transportation any Goods which require temperature control without previously giving written notice of their nature and the particular temperature range to be maintained and, in the case of a temperature controlled Container stuffed by or on behalf of the Customer, the Customer further undertakes that:

(a)the Container has been properly pre-cooled or pre-heated as appropriate;

(b)the Goods have been properly stuffed in the Container; and

(c)the Container’s thermostatic controls have been properly set by the Customer.

5.5

If the requirements of Clause 5.4 are not complied with the Company shall not be liable for any loss of or damage to the Goods caused by such non-compliance.

5.6

Unless agreed in writing, the Company shall not be obliged to make any declaration for the purposes of any statute, convention or contract as to the nature or value of any Goods or as to any special interest in delivery or to make any declaration as to specific stowage requirements of any Goods.

5.7

Unless agreed in writing or otherwise provided for under the provisions of a document signed by the Company, instructions relating to the delivery or release of Goods against payment or against surrender of a particular document shall be in writing and the Company’s liability shall not exceed that provided for in respect of misdelivery of Goods.

5.8

Unless agreed in writing that the Goods shall depart by or arrive by a particular date, the Company accepts no responsibility for departure or arrival dates of Goods.

6. Insurance

6.1

No insurance shall be effected except upon express instructions given in writing by the Customer and in effecting any such insurances, the Company shall be deemed to be an agent only of the Customer (other than where by law the Company is deemed to be an agent of the insurer) and not as an insurer, insurance broker or other form of intermediary.

6.2

All insurances effected by the Company are effected as agent only for the Customer (other than where by law the Company is deemed to be an agent of the insurer) and all such insurances are subject to the usual exceptions and conditions of the policies of the insurance company or underwriters taking the risk.

6.3

Unless agreed in writing, the Company shall not be under any obligation to effect a separate insurance on each consignment but may declare it on any open or general policy.

6.4

The Company is an agent only of the Customer in respect of the effecting of insurance (other than where by law the Company is deemed to be an agent of the insurer) and in any event should the insurers dispute their liability for any reason the insured shall have recourse against the insurers only and the Company shall not be under any responsibility or liability whatsoever in relation thereto, notwithstanding that the premium upon the policy may not be at the same rate as that charged by the Company or paid to the Company by the customer.

7. General Indemnities and Liabilities of the Customer and Owner

7.1

The Customer and Owner shall defend, indemnify and hold harmless the Company against all liability, loss, damage, costs and expenses howsoever arising:

(a)from the nature of the Goods, other than to the extent caused by the Company’s negligence,

(b)out of the Company acting in accordance with the Customer’s or Owner’s instructions, or

(c)from a breach of warranty or obligation by the Customer or arising from the negligence of the Customer or Owner.

7.2

Except to the extent caused by the Company’s negligence, the Customer and Owner shall be liable for and shall defend, indemnify and hold harmless the Company in respect of all duties, taxes, imposts, levies, deposits and outlays whatsoever levied by any Authority and for all payments, fines, costs, expenses, loss and damage whatsoever incurred or sustained by the Company in connection therewith.

7.3

Advice and information, in whatever form it may be given, is provided by the Company for the Customer only and the Customer shall defend, indemnify and hold harmless the Company for all liability, loss, damage, costs and expenses arising out of any other person relying on such advice or information.

7.4

The Customer shall be liable for the loss, damage, contamination, soiling, detention or demurrage before, during and after the Carriage of property of:

(a)the Company (including, but not limited to, Containers);

(b)the Company’s servants, sub-contractors or agents;

(c)independent contractors engaged by the Company for performance of part or all of the Services;

(d)any person; or

(e)any vessel

7.4-cont

caused by the Customer or Owner or any person acting on behalf of either of them or for which the Customer is otherwise responsible.

7.5

Instructions to collect payment on delivery in cash or otherwise are accepted by the Company upon and on the condition that the Company in the matter of such collection will be liable for the exercise of reasonable diligence and care only. Unless express written instructions are received that the Goods are not to be delivered without payment, the Company accepts no liability if, upon delivery of the goods, payment is not made.

8. Subcontractors

8.1

The Customer undertakes that no claim will be made against any servant, sub-contractor or agent of the Company which imposes or attempts to impose upon any of them any liability whatsoever in connection with the Goods. If any such claim should nevertheless be made, the Customer undertakes to indemnify the Company against all consequences thereof.

8.2

Without prejudice to Clause 8.1, every servant, sub-contractor or agent of the Company shall have the benefit of all provisions herein as if such provisions were expressly for their benefit. In entering into this contract, the Company, to the extent of those provisions, does so not only on its behalf, but as agent and trustee for such servants, sub-contractors and agents.

8.3

The Customer shall defend, indemnify and hold harmless the Company from and against all claims, costs and demands whatsoever and by whomsoever made or preferred, in excess of the liability of the Company under these Conditions.

8.4

Without prejudice to the generality of this Clause 8, the indemnity referred to in Clause 8.3, shall cover all claims, costs and demands arising from or in connection with the negligence of the Company, its servants, sub-contractors and agents.

8.5

In this Clause, “sub-contractors” includes direct and indirect sub-contractors and their respective employees, servants and agents.

9. Charges etc.

9.1

The Customer shall pay to the Company in cash, or as agreed, all sums immediately when due without deduction or deferment on account of any claim, counterclaim or set-off.

9.2

When the Company is instructed to collect freight, duties, charges or other expenses from any person other than the Customer, the Customer:

(a)shall remain responsible for these amounts; and

(b)shall pay these amounts to the Company on demand where these amounts have become due and have not been paid by such other person.

9.3

On all accounts overdue to the Company, the Company shall be entitled to liquidated damages, such liquidated damages to be calculated at 4 per cent above the base interest rate of the Company’s bank applicable during the periods that such amounts are overdue.

9.4

The Customer shall be liable for and pay to the Company any additional costs or expenses the Company may incur and for any loss or damage occasioned either directly or indirectly to the Company as a result of the Company relying upon the description and particulars provided by the Customer or by reason of any illegal, incorrect or insufficient marking, numbering or addressing of the Goods.

10. Liberties and Rights of the Company

10.1

Unless otherwise agreed in writing, the Company shall be entitled to enter into contracts on behalf of itself or the Customer and without notice to the Customer:

(a)for the carriage of Goods by any route, means or person,

(b)for the carriage of Goods of any description, whether containerised or not, on or under the deck of any vessel,

(c)for the storage, packing, transhipment, loading, unloading or handling of Goods by any person at any place whether on shore or afloat and for any length of time,

(d)for the carriage or storage of Goods in containers or with other goods of whatever nature,

(e)for the performance of its own obligations, and to do such acts as the Company reasonably considers may be necessary or incidental to the performance of the Company’s obligations.

10.2

The Company shall be entitled (without incurring any additional liability), but shall be under no obligation, to depart from the Customer’s instructions in any respect if the Company considers there is good reason to do so in the Customer’s interest.

10.3

The Company may at any time comply with the orders or recommendations given by any Authority. The responsibility and liability of the Company in respect of the Goods shall cease on the delivery or other disposition of the Goods in accordance with such orders or recommendations.

10.4

The Company shall be entitled (but under no obligation) at any time and from time to time to inspect the Goods and for this purpose to open or remove any Containers.

10.5

If at any time the Company reasonably considers that the carriage of the Goods should not be undertaken or continued or only continued after effecting any necessary incidental matters or incurring additional expense or risk, the Company shall be entitled to:

(a)abandon the carriage of such cargo or to effect such additional incidental matters and incur such additional expense, as may be reasonably necessary in order to enable the carriage to be effected or further effected; and

(b)be reimbursed by the Customer for the cost of all such additional incidental matters and all such additional expense incurred.

10.6

If the Company (or any person whose services the Company makes use of) considers:

(a)the performance of the Company’s obligations are likely to be affected by any hindrance, risk, delay, difficulty or disadvantage whatsoever; and

(b)the hindrance, risk, delay, difficulty or disadvantage cannot be avoided by reasonable endeavours of the Company or such other person,

10.6-cont

the Company may (upon giving notice in writing to the Customer or Owner) treat the performance of its obligations as terminated and may, at the Customer’s expense, place the Goods or any part of them at the Customer’s or Owner’s disposal at any place which the Company deems safe and convenient.

10.7

The notice in writing referred to in Clause 10.6 is not required where it is not reasonably possible to give such notice.

10.8

Where the Company exercises its rights and obligations under Clause 10.6, responsibility and liability of the Company in respect of the Goods shall thereupon cease absolutely.

10.9

Where the Company (or any person whose services the Company makes use of) is entitled to call upon the Customer or Owner to take delivery of the Goods at a designated time and place and delivery of the Goods, or any part thereof, is not taken by the Customer or Owner at the designated time and place the Company (or such other person) shall be entitled to store the Goods in the open or under cover at the sole risk and expense of the Customer.

10.10

Notwithstanding Clauses 10.6 to 10.9, the Company shall be entitled (but under no obligation) without any responsibility or liability to the Customer and Owner, to sell or dispose of

(a)all Goods which the Company considers cannot be delivered as instructed, but only upon giving 21 days notice in writing to the Customer, and

(b)without notice, Goods which have perished, deteriorated or altered, or are in immediate prospect of doing so in a manner which has caused (or may be reasonably expected to cause) loss or damage to any person or property or to contravene applicable regulations.

10.11

Where the Company sells or disposes of Goods pursuant to Clause 10.10 the Customer shall be responsible for any costs and expenses of the sale or disposal.

10.12

The Company shall be entitled to retain and be paid all brokerages, commissions, allowances and other remunerations customarily retained by or paid to freight forwarders without notice to the Customer.

10.13

The Company shall have the right to enforce against the Owner and the Customer jointly and severally any liability of the Customer under these Conditions or to recover from them any sums to be paid by the Customer which upon demand have not been paid.

11. Lien

11.1

The Company shall have a particular and general lien on all Goods or documents relating to Goods in its possession the property of the Customer or Owner for all sums due at any time from the Customer or Owner (whether those sums are due from the Customer on those Goods or documents or on any other Goods or documents).

11.2

Where any sum due to the Company from the Customer or Owner remains unpaid, the Company, on giving 28 days notice in writing to the Customer, shall be entitled (without liability to the Customer and Owner) to sell or dispose of such Goods or documents by public auction or by private treaty at the risk and expense of the Customer and Owner and to apply the proceeds of any such sale or disposal in or towards the payment of the sums due.

12. Containers

12.1

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

(a)the manner in which the Container has been packed or stuffed,

(b)the unsuitability of the contents for carriage in Containers, unless the Company has approved the suitability,

(c)the unsuitability or defective condition of the Container, provided that where the Container has been supplied by or on behalf of the Company this paragraph (c) shall only apply if the unsuitability or defective condition arose:

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

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

12.1(d)

the fact that the Container is not sealed at the commencement of the Carriage, except where the Company has agreed to seal the Container.

12.2

The Customer shall defend, indemnify and hold harmless the Company against all liability, loss, damage, costs and expenses arising from one or more of the matters referred to in Clause 12.1, except for Clause 12.1(c)(i).

12.3

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

13. General Liability

13.1

Except where otherwise provided in these Conditions, the Company shall not be liable for any loss or damage whatsoever arising from:

(a)the act or omission of the Customer or Owner or any person acting on their behalf,

(b)compliance with the instructions given to the Company by the Customer, Owner or any other person entitled to give them,

(c)insufficiency of the packing or labelling of the Goods, except where such service has been provided by the Company,

(d)handling, loading, stowage or unloading of the Goods by the Customer or Owner or any person acting on their behalf,

(e)inherent vice of the Goods,

(f)riots, civil commotions, strikes, lockouts, stoppage or restraint of labour from whatsoever cause,

(g)fire, flood, storm, explosion or theft or

(h)any cause which the Company could not avoid and the consequences whereof it could not prevent by the exercise of reasonable diligence.

13.2

Subject to Clause 5.8, the Company shall not be liable for loss or damage howsoever caused (whether or not indirect or consequential) to property other than the Goods themselves and shall not be liable for any pure economic loss or loss of profit, delay or deviation howsoever arising.

14. Amount of Compensation

14.1

Except in so far as otherwise provided in these Conditions, the liability of the Company, howsoever arising, shall not exceed the value of the Goods the subject of the claim or the sum of 2 SDR per kilogram of the gross weight of the Goods the subject of the claim, whichever is the lesser.

14.2

The Company shall be entitled to prove that the actual value of the Goods was less than 2 SDR per kilogram of the gross weight of the Goods.