1. Definitions

1.1 “Agent” shall mean Transitainer and its successors and assigns or any person acting on behalf of and with the authority of Transitainer 

1.2 “Sub-Contractor” shall mean and include:

(a) Railways or Airways operated by the Commonwealth or any State or any other country or by any corporation; or

(b) Any other person, firm or Agent with whom the Agent may arrange for the carriage or storage of any Goods the subject of the contract; or

(c) And any person who is now or hereafter a servant, agent, employee or sub-contractor of any of the persons referred to in clause 1.2(a) and 1.2(b).

1.3 “Client” shall mean the Client or any person or persons acting on behalf of and with the authority of the Client. Where more than one Client has entered into this agreement, the Clients shall be jointly and severally liable for all payments of the Price.

1.4 “Consignee” shall mean the person to whom the Goods are to be delivered by way of the Agent’s Services.

1.5 “Guarantor” means that person (or persons), or entity who agrees herein to be liable for the debts of the Client on a principal debtor basis.

1.6 “Goods” shall mean cargo together with any container, packaging, or pallet(s) to be moved from one place to another by way of the Agent’s Services, or for storage by the Agent.

1.7 “Services” shall mean all services supplied by the Agent to the Client and are as described on the quotations, invoices, consignment note, airway bills, manifests, sales order or any other forms as provided by the Agent to the Client and includes any advice or recommendations.

1.8 “Price” shall mean the cost of the Services as agreed between the Agent and the Client subject to clause 4 of this contract.

2. Acceptance

2.1 Any instructions received by the Agent from the Client for the supply of Services shall constitute acceptance of the terms and conditions contained herein.

2.2 Upon acceptance of these terms and conditions by the Client the terms and conditions are irrevocable and can only be rescinded in accordance with these terms and conditions or with the written consent of the manager of the Agent.

2.3 These terms and conditions are to be read in conjunction with the Agent’s quotation, consignment note, agreement, airway bills, manifests, or any other forms as provided by the Agent to the Client. If there are any inconsistencies between these documents then the terms and conditions contained in this document shall prevail.

2.4 The Client shall give the Agent not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client or any change in the Client’s name and/or any other change in the Client’s details (including but not limited to, changes in the Client’s address, facsimile number, or business practice). The Client shall be liable for any loss incurred by the Agent as a result of the Client’s failure to comply with this clause.

3. Freight Forwarding

3.1 Except to the extent that any of the Services shall be actually performed by the Agent, the Agent shall act as a forwarding agent only. The Agent shall be entitled, to enter into contracts on behalf of and as agent for the Client and without notice to the Client, for the carriage of the Goods by any route, means and carrier, for the storage, packing, trans-shipment, unloading, loading or handling of Goods by any person at any place and for any length of time, and for such other matters as in the opinion of the Agent may be necessary or desirable to the performance of the Services. The Client hereby appoints the Agent the agent of the Client for the purpose of entering into any contract, upon such terms and conditions, as the Agent may in its absolute discretion think fit. The Client shall be bound by the terms of any consignment note, air waybill or other contractual document which the Agent may receive for the Goods, or for any package, unit or container in which the Goods may be packed, whether by the Client, the Agent, or any other person.

4. Price And Payment

4.1 At the Agent’s sole discretion the Price shall be either:

(a) as indicated on invoices provided by the Agent to the Client in respect of Services supplied; or

(b) Agent’s quoted Price (subject to clause 4.2 & 4.3) which shall be binding upon the Agent provided that the Client shall accept in writing the Agent’s quotation within thirty (30) days.

4.2 The Agent may by giving notice to the Client increase the Price of the Services to reflect any increase in the cost to the Agent beyond the reasonable control of the Agent (including, without limitation, foreign exchange fluctuations, or increases in taxes or customs duties or insurance premiums or warehousing costs).

4.3 The Carrier may charge freight by weight, measurement or value, and may at any time re-weigh, or re-value or re-measure or require the Goods to be re-weighed, or re-valued or re-measured and charge proportional additional freight accordingly.

4.4 Time for payment for the Services shall be of the essence and will be stated on the on the invoice, consignment note, airway bills, manifests or any other forms. If no time is stated then payment shall be due seven (7) days following the date of the invoice.

4.5 At the Agent’s sole discretion:

(a) payment shall be due before delivery of the Goods; or

(b) payment for approved Client’s shall be due on thirty (30) days following the end of the month in which a statement is posted to the Client’s address or address for notices.

4.6 Payment will be made by cash, or by cheque, or by bank cheque, or by credit card (plus a surcharge of up to two and one half percent (2.5%) of the Price), or by direct credit, or by any other method as agreed to between the Client and the Agent.

4.7 GST and other taxes and duties that may be applicable shall be added to the Price except when they are expressly included in the Price.

5. Agent Not Common Carrier

5.1 The Agent is not a Common Carrier and will accept no liability as such. All articles are carried or transported and all storage and other services are performed by the Agent subject only to these conditions and the Agent reserves the right to refuse the carriage or transport of articles for any person, corporation or body, and the carriage or transport of any class of articles at its discretion.

6. Client-Packed Containers

6.1 If a container has not been stowed by or on behalf of the Agent the Agent shall not be liable for loss of or damage to the Goods caused by:

(a) the manner in which the container has been stowed; or

(b) the unsuitability of the Goods for carriage or storage in containers; or

(c) the unsuitability or defective condition of the container.

7. Nomination Of Sub-Contractor

7.1 The Client hereby authorises the Agent (if it should think fit to do so) to arrange with a Sub-Contractor for the carriage of any Goods that are the subject of the contract. Any such arrangement shall be deemed to be ratified by the Client upon delivery of the said Goods to such Sub-Contractor, who shall thereupon be entitled to the full benefit of these terms and conditions to the same extent as the Agent. In so far as it may be necessary to ensure that such Sub-Contractor shall be so entitled the Agent shall be deemed to enter into this contract for its own benefit and also as agent for the Sub-Contractor.

8. Agent’s Servants or Agents

8.1 The Client undertakes that no claim or allegation shall be made against any servant or agent of the Agent which attempts to impose upon any of them any liability whatsoever in connection with the Goods and, if any such claim or allegation should nevertheless be made, to indemnify the Agent and any such servant or agent against all consequences thereof.

9. Method Of Transport

9.1 If the Client instructs the Agent to use a particular method of carriage whether by road, rail, sea or air the Agent will give priority to the method designated but if that method cannot conveniently be adopted by the Agent the Client shall be deemed to authorise the Agent to carry or have the Goods carried by another method or methods.

10. Route Deviation

10.1 The Client shall be deemed to authorise any deviation from the usual route or manner of carriage of Goods that may in the absolute discretion of the Agent be deemed reasonable or necessary in the circumstances.

11. Charges Earned

11.1 The Agent’s charges shall be considered earned in the case of Goods for carriage as soon as the Goods are loaded and despatched from the Client’s premises.