All and any business undertaken by Norwest Group Logistics Pty Ltd and all associated entities, persons and nominees (hereinafter called “the Company”), is transacted subject to these conditions each of which shall be deemed to be incorporated in and to be a condition of any agreement between the Company and its Customers.

1. Definitions and Interpretation

   1. Definitions

      In this agreement, unless the context indicates otherwise, words have the following meanings:

      “Australian Consumer Law” means the national consumer protection and product liability regime pursuant to part XI schedule 2 of the Competition and Consumer Act 2010 (Cth) and equivalent uniform application laws of the participating States and Territories of Australia.

      “Consequential Loss” means indirect or consequential loss or damage however caused, including without limitation any loss of (or anticipated loss of) use, production, revenue, income, profits, business and savings or business interruption, whether or not the indirect or consequential loss or damage was foreseeable or foreseen; and any liability of a person to any other person, or any claim brought against the person by any other person, and any other costs or expenses in connection with the liability or claim.

      "Customer" means any person at whose request or on whose behalf the Company provides a service, and their representatives.

      "Dangerous Goods" means cargo which is volatile or explosive or which, in the reasonable opinion of the Company, is or may become dangerous, inflammable or offensive (including radioactive materials) or which may become liable to damage any person or property whatsoever.

      “Expiry Date” means the date specified by the Company at which the agreement is initially set to expire.

      “Force Majeure” means a circumstance beyond the reasonable control of a party which results in that party being unable to observe or perform on time an obligation under these Terms and Conditions including:

      1. acts of God, lightning strikes, earthquakes, floods, storms, explosions, fires and any natural disaster;

      2. civil commotion, national emergency, power shortage, strike or other labour difficulty (whether or not involving employees of a party concerned), action or inaction of a government or other competent authority; and

      3. breakdown of plant, machinery or equipment or shortages of labour, equipment or material.

      "Goods" means the cargo accepted by the Company together with any container, packaging or pallet(s) supplied by or on behalf of the Customer.

      "GST" means the goods and services tax imposed by or under a GST Law.

      "GST Law" means the same as in the A New Tax System (Goods and Services Tax) Act 1999.

      "GST Rate" means the rate of GST under the GST Law.

      "Insolvency Event" means any circumstance in which the Customer is unable to pay any amounts that have become due and payable and includes liquidation, official management, administration, compromise arrangement, merger, amalgamation, reconstruction, winding up, dissolution, deregistration, assignment for the benefit of creditors, scheme, composition or arrangement with creditors, insolvency, bankruptcy, or a similar procedure or, where applicable, changes in the constitution of any partnership or person, or death.

      "Invoice" means the tax invoice under the GST Law. “Owner” means the Owner of the Goods.

      “Personal Property Securities Act or PPSA” means the Personal Property Securities Act 2009 (Cth).

      "Services" mean the whole of the operations undertaken by the Company in respect of the Goods.

      "Subcontractor" includes any other person who pursuant to a contract or arrangement with any other person (whether or not the Company) provides or agrees to provide the Services or any part of the Services.

      "Supply" means the same as in the GST Law.

      "Taxable Supply" means any Supply under these Terms and Conditions in respect of which the Company is or may become liable to pay GST.

      “Terms and Conditions” means these Terms and Conditions as amended from time to time.

      “$” or “dollars” refers to Australian dollars.

   2. Interpretation

      In these Terms and Conditions:

      1. headings are for reference and do not affect the meaning of these Terms and Conditions;

      2. singular references include the plural, and vice versa, and references to one gender includes both genders;

      3. a reference to a statute or a section of a statute includes all amendments to that statute or section passed in substitution for the statute or section referred to and incorporating any of its provisions;

      4. any reference in these Terms and Conditions to any clause shall be to a clause contained in these Terms and Conditions;

      5. references to a person or words denoting a person includes a company, statutory corporation, partnership, joint venture and association, and includes that person's legal personal representatives, executors, administrators, successors and permitted assigns; and

      6. where any word or phrase is defined, any other grammatical form of that word or phrase will have a corresponding meaning.

2. Agreement and Acceptance

   1. These Terms and Conditions apply to the supply of Services and supersedes any and all other Terms and Conditions submitted by the Customer or discussed or negotiated by the parties prior to the acceptance of any purchase order or quote.

   2. Where the relevant purchase order issued by the Customer for the Services attaches or incorporates the Customer’s own Terms and Conditions, these Terms and Conditions of this contract will prevail and the Customer’s Terms and Conditions will be void and of no effect, irrespective of whether they were issued first in time or later in time to these Terms and Conditions.

   3. The Customer is taken to have exclusively accepted and is immediately bound, jointly and severally, by these Terms and Conditions if the Customer places an order for or accepts delivery of the Services.

3. Term

   1. These Terms and Conditions commence on the date of Acceptance and, unless otherwise terminated, continue until:

      1. the Expiry Date;

      2. if the performance of any part of the supply of Services remains incomplete at the Expiry Date, the contract will remain in force until the Services are delivered;

      3. where no Expiry Date is specified, completion of the Delivery of the Services.

4. Provision of Services

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

      1. 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

      2. 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 4.1(b), 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

      3. to the extent that the Company expressly agrees in writing to act as a principal or

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

   2. Without prejudice to the generality of Clause 4.1,

      1. 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.

      2. 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;

      3. 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;

      4. 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.

   3. The Company is not a common carrier as such 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 Terms and Conditions, the conditions on any Bill of Lading or Air Waybill issued by the Company. In the event of any conflict, these Terms and Conditions will prevail.

5. Customer Obligations

   1. The Customer warrants that it is either the Owner or the authorised agent of the person or persons owning or having any interest in the Goods or any part of the Goods and enters into this contract on its own behalf or as authorised agent of that person or those persons. Further the Customer undertakes to indemnify the Company in respect of any liability whatsoever and howsoever arising (including without limiting the foregoing from negligence or breach of contract or willful act or default of the Company or others) in connection with the provision of the Services and/or the Goods to any person (other than the Customer) who claims to have, who has or may hereafter have any interest in the Goods or any part of the Goods.

   2. The Customer warrants that it has complied with all laws and regulations relating to the nature, condition, packaging, handling, storage and carriage of the Goods and that the Goods are packed to withstand the ordinary risks of handling, storage and carriage, having regard to their nature and indemnifies the Company for all liability and for all costs incurred as a result of or arising out of a breach of this warranty. Further the Customer shall provide to the Company all such assistance, information and documentation that may be necessary to enable the Company to comply with such laws and regulations.

   3. The Customer, and the senders, Owners and consignees of any Goods and their agents, if any, shall be deemed to be bound by and to warrant the accuracy of all descriptions, values, dimensions, weights and other particulars furnished to the Company for customs, consular, road transport and other purposes and shall jointly and severally indemnify the Company against all losses, damages, expenses and fines arising from any inaccuracy or omission, even if such inaccuracy or omission is not due to any negligence, willful act or omission.

   4. The Customer, and the senders, Owners and consignees of any Goods and their agents, if any, shall be liable for any duty, tax, impost, excise, levy, penalty, deposit or outlay of whatsoever nature levied by any Government or the authorities at any port or place in connection with the Goods and for any payments, fines, expenses, loss or damage incurred or sustained by the Company in connection therewith and shall indemnify the Company, its servants and agents from all claims by third parties howsoever arising in connection with the Goods.

   5. Where necessary, the Company may act as agent for the Customer, enabling the Company to enter into such contracts or make such declarations to provide Services as agreed by the Customer’s formal engagement with the Company. The Customer agrees to indemnify the Company from all liability arising from acting as agent for the Customer during the course of the provision of Services.

   6. In addition to and without prejudice to the foregoing the Customer undertakes that it shall in any event indemnify the Company against all loss, damage, liability, claim, cost, expense, penalty or fine suffered or incurred by the Company arising directly or indirectly from or in connection with the Customer’s instructions or their implementation or the Goods including containers.

   7. Without prejudice to any other condition, the Company shall have the right to enforce any liability of the Customer under these conditions or to recover any sums to be paid by the Customer under these conditions not only against or from the Customer but also if it thinks fit against or from the sender and/or Owner and/or consignee of the Goods.

6. Dangerous Goods

   1. The Customer shall not tender for the provision of Services by the Company any Dangerous Goods without presenting to the Company a full description disclosing their nature and in any event the Customer shall be liable for all death, bodily injury, loss and/or damage thereby caused and shall indemnify the Company for such liability.

   2. If, in the reasonable opinion of the Company, the Goods are or are liable to become of a dangerous, inflammable, explosive, volatile, offensive or a

      damaging nature, they may at any time be destroyed, disposed of or abandoned or rendered harmless by the Company without compensation to and at the cost of the Customer.

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

      1. the performance of the Company’s obligations are likely to be effected by any hindrance, risk, delay, difficulty or disadvantage whatsoever; and

      2. the hindrance, risk, delay, difficulty or disadvantage cannot be avoided by reasonable endeavors of the Company or such other person, 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.

7. Insurance

   1. All insurances effected by the Company are effected as an 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.

   2. 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.

   3. 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.

8. Company Liability

   1. The Goods are at the risk of the Customer and not of the Company and the Company shall not be responsible in tort or contract or bailment or otherwise for any, and the consequences of any, loss of or damage to or deterioration of the Goods or misdelivery or failure to deliver or delay in delivery of the Goods including Goods either in transit or in storage or failure to provide or delay in providing the Services for any reason whatsoever including without limiting the

      foregoing the negligence or breach of contract or willful act or default of the Company or others or the conversion or misappropriation of the Goods by the Company's servants, agents or Subcontractors.

   2. Clause 8.1 shall apply to all, and the consequences of all, such loss of or damage to or deterioration of the Goods or misdelivery or failure to deliver or delay in delivery of the Goods or failure to provide or delay in providing the Services whether or not the same occurs in the course of performance by or on behalf of the Company of the contract or in events which are in the contemplation of the Company and/or the Customer or in events which are foreseeable by them or either of them or in events which could constitute a fundamental breach or a breach of a fundamental term of the contract.

   3. Where any handling, installation, removal, assembly or erection of any kind whatsoever is required to be undertaken by the Company, the Company shall not be liable for any death, injury, loss or damage which may result from or arise out of what the Company undertakes. Further the Customer shall indemnify the Company in respect of any such liability whether or not that liability arises from negligence or breach of contract or willful act or default of the Company or the Company's servants, agents or Subcontractors.

   4. The Customer shall indemnify the Company against any claim, liability or expense which arises as a result of delay in loading or unloading of the Customer’s Goods, or any waiting time, detention or demurrage for any conveyance whatsoever .

   5. The Company shall not be liable for any loss, damage, cost, expense, penalty or fine suffered by the Customer or any other person, howsoever caused or arising, whether:

      1. for loss of, or damage to, Goods unless such loss or damage occurs whilst the Goods are in the actual custody of the Company and under its actual control and unless such loss or damage is due to the willful neglect or default of the Company or its own servants;

      2. for any delay in delivery, forwarding or transit or failure to deliver Goods, any deterioration, contamination, evaporation or any consequential loss or loss of market however caused;

      3. for failure to follow instructions given to it by or on behalf of the Customer whether or not such failure is willful or negligent;

      4. in any way connected with marks, numbers, brands, contents, quality, value, weight, dimensions or description of any Goods; or

      5. for loss or damage resulting from fire, water, explosion or theft whether caused by negligence of the Company’s servants or otherwise.

   6. The Company and Customer acknowledge that Goods moving by airfreight are subject to the applicable international treaties including the Convention for the Unification of Certain Rules relating to International Carriage by Air, signed in Montreal in 1999.

   7. The Company and Customer acknowledge that Goods moving by sea freight are subject to the applicable international treaties including the International Convention for the Unification of Certain Rules relating to Bill of Lading signed at Brussels on August 25, 1924, or those rules as amended by the Protocol signed at Brussels on February 23, 1968 and the SDR Protocol (1979).

   8. Unless a Convention or law limiting the Company’s liability to a greater amount compulsorily applies, liability of the Company arising out of any one incident whether or not there has been any declaration of value of the Goods, for breach of warranty implied into these Terms and Conditions by the Australian Consumer Law or howsoever arising, is limited to any of the following as determined by the Company:

      1. the supplying of the Services again; or

      2. the payment of the cost of having the Services supplied again; or

      3. the lesser of:

         1. A$200.00 for loss of or damage to any such Goods, packages or units; or

         2. A$2.00 per kilogram of the gross weight for loss of or damage to any such Goods, packages or units; or

         3. A$20.00 per package or unit lost or damaged.

   9. For the purposes of Clause 8.8 the word “package” shall include the contents within that “package” for the purpose of calculating any limitation of liability, even if separate particulars have been provided or incorporated in any document of the Company.

   10. The Company shall be discharged of all liability unless suit is brought in the proper forum in writing and is received by the Company within the period required by the applicable law.

   11. Notwithstanding anything herein contained, any Australian Consumer Law guarantees that apply to the Services are not excluded. To the extent permitted by law, the liability of the Company for breach of an Australian Consumer Law guarantee is limited to the payment of the cost of having the relevant Services supplied again.

9. Subcontractors

   1. The Customer authorises the Company and any Subcontractor to subcontract on any terms the whole or part of the provision of the Services.

   2. The Customer undertakes that no claim or allegation shall be made, whether by the Customer or any other person who

      is or who may subsequently be interested in the provision of the Services and/or in the Goods, against any person (other than the Company) by whom (whether it is a Subcontractor, principal, employer, servant, agent or otherwise) the Services or any part of the Services are or is provided which imposes or attempts to impose upon such person any liability whatsoever and howsoever arising (including without limiting the foregoing from negligence or breach of contract or willful act or default of the Company or others) in connection with the provision of the Services and/or the Goods and if such claim or allegation should nevertheless be made to indemnify the Company and the person against whom such claim or allegation is made against the consequences of such claim or allegation. For the purpose of this Clause 9.2, the Company is or shall 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 shall to this extent be or be deemed to be parties to this Contract.

   3. The Customer undertakes to indemnify the Company against any claim or allegation made against it by any person in connection with any liability, arising out of or relating to the provision of the Services and/or the Goods.

10. Method of Carriage

    1. In the case of carriage by sea, the value will not be declared or inserted in the Bill of Lading for the purpose of extending the Ship Owners’ liability under the Carriage of Goods by Sea Act 1991 except upon express instructions given in writing by the Customer.

    2. In the case of carriage by air, no optional declaration of value to increase the Air Carrier’s liability under the Civil Aviation (Carrier’s Liability) Act 1959 will be made except upon express instructions given in writing by the Customer.

    3. In all other cases where there is a choice of tariff rates according to the extent of the liability assumed by carriers, warehousemen or others no declaration of value (where optional) will be made for the purposes of extending liability and Goods will be forwarded or dealt with on the basis of minimum charges unless express instructions in writing to the contrary are given by the Customer.

11. Invoicing and payment

    1. The Customer shall pay to the Company as agreed, all sums immediately when due without deduction or deferment on account of any claim, counterclaim or setoff.

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

       1. shall remain responsible for these amounts; and

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

    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.

    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.

    5. Requests by the Customer to collect payment on delivery may, at the Company’s sole discretion, be accepted upon the condition that the Company in the matter of such collection will be liable for the exercise of due care and skill only.

12. Lien on Goods and PPSA

    1. All Goods and documents relating to Goods shall be subject to a particular and general lien for monies due either in respect of such Goods or any particular or general balance of other monies due from the Customer, the sender, Owner or consignee to the Company.

    2. If any monies due to the Company are not paid within one calendar month after notice has been given to the person from whom the monies are due that such Goods are detained, they may be sold by auction or otherwise at the sole discretion of the Company and at the expense of such person and the proceeds applied in or towards satisfaction of such particular and general lien.

    3. The Customer agrees and acknowledges the Company is entitled in its discretion to register, at the Customer’s cost, its particular and general lien as a security interest on the register established under the Personal Property Securities Act 2009 (Cth) and the Company has provided consideration for that security interest, by delivery of its promises under this agreement.

    4. The Customer will immediately inform the Company if an Insolvency Event occurs with respect to the Customer. The Customer shall not change its name or other details without first notifying the Company in writing with at least 14 days’ notice before such change takes effect.

13. Force Majeure

    1. If a party (Affected Party) becomes unable, wholly or in part, by Force Majeure to carry out an obligation placed on it under these Terms and Conditions, (other than on obligation to pay money):

       1. the Affected Party must give the other party prompt written notice of:

          1. reasonable particulars of the Force Majeure; and

          2. so far as is known, the probable extent to which the Affected Party will be unable to perform or be delayed in performing its obligation;

       2. the relevant obligation, so far as it is affected by the Force Majeure, will be suspended for the duration of the Force Majeure; and

       3. the Affected Party must use all possible diligence to overcome or remove the Force Majeure as quickly as possible.

    2. If the Force Majeure event continues for a continuous period of more than 3 months, either party may, at its discretion, terminate the agreement by providing written notice to the other party. This right to terminate is without prejudice to any other rights or remedies the parties may have under these Terms and Conditions or at law.

14. GST

    1. This Clause 14 applies if the Company is, or may become, liable to pay GST in relation to any Supply under these Terms and Conditions.

    2. Unless otherwise stated, all charges quoted are exclusive of GST. In addition to such charges, the Customer must pay GST on the Taxable Supply to the Company of an amount equal to the GST exclusive consideration multiplied by the GST Rate. GST shall be payable by the Customer without any deduction or set off for any other amount at the same time as the GST exclusive consideration is payable. In all other respects, GST shall be payable by the Customer to the Company upon the same basis as the GST exclusive consideration is payable by the Customer under these Terms and Conditions.

    3. The Company must issue an Invoice or Invoices to the Customer for the amount of GST referable to the Taxable Supply. The Company must include in any such Invoice such particulars as are required by the GST Law in order that the Customer may obtain an input tax credit for the amount of GST payable on the Taxable Supply.

    4. If any part of the consideration is referable to both a Taxable Supply and anything that is not a Taxable Supply, the amount of GST payable by the Customer shall be determined by the Company and shall be the same amount of GST that would be payable if the Taxable Supply were the only Supply made to the Customer.

    5. If the Customer makes default in the payment on the due date of any amount payable pursuant to Clause 14.2 then without prejudice to any other remedies of the Company, the Customer shall pay to the Company upon demand an amount equal to the amount of any damages or interest or additional GST that may become payable by the Company arising out of the default of the Customer.

15. Australian Consumer Law

    1. These Terms and Conditions must be read having regard to the provisions of the Australian Consumer Law (set out in Schedule 2 of the Competition and Consumer Act 2010) to the extent that those provisions are applicable to consumers as defined under Section 3 of that Schedule 2. These Terms and Conditions do not have the effect of excluding, restricting or modifying rights under the Australian Consumer Law which cannot be excluded, restricted or modified by agreement.

16. General

    1. Quotations

       1. All quotations provided by the Company unless otherwise specifically stated are valid for 7 days or unless the quotation is withdrawn, by way of written notification, from the Customer prior to acceptance.

    2. Freedom of Execution

       1. Subject to express instructions in writing given by the Customer and by the Company, the Company reserves to itself complete freedom of choice of means route and procedure to be followed in the handling and transportation of Goods.

       2. If in the Company’s opinion it is necessary or desirable in the Customer’s interests to depart from any express instructions, the Company shall be at liberty to do so.

    3. Duty and other advice

       1. The Company is not an advisor with respect to duty declarations and any information provided by the Company with respect to classification, tariff rates and the like is in general nature only. The Customer agrees to independently verify any such information provided by the Company.

    4. Governing Law

       1. These Conditions shall be governed in accordance with the laws of Western Australia and any dispute between the parties shall be referred to the exclusive jurisdiction of the courts of Western Australia or the Federal Court of Australia.

    5. Survival

       1. All the rights, immunities and exemptions from liability in these Terms and Conditions shall continue to have their full force and affect in all circumstances and not withstanding any breach of this contract or of any of these Terms and Conditions by the Company or any other person entitled to the benefit of such provisions and irrespective of whether such may constitute a fundamental breach of contract or a breach of a fundamental term.

    6. Review of Terms and Conditions

       1. The Company reserves the right to review these Terms and Conditions at any time and from time to time. If, following any such review, there is to be any change in such Terms and Conditions, that change will take effect from the date on which the Company notifies the Customer of such change.