Terms & Conditions of Trade

To the fullest extent legally possible, all contracts and dealings between Thomas Logistics Pty Ltd (“Thomas Logistics”) (Thomas Warehousing Pty Ltd (“Thomas Warehousing”) and each subsidiary, affiliate, associated company, related entities, successors or assigns) and any Applicant (“the Consignor”) relating to any goods (“goods”) or services (“services”) are subject to the Terms & Conditions of Trade set out herein (clauses 1- 26) (“these Terms”) unless otherwise expressly agreed in writing.

  1. Definitions:
    • “Consignor” means the party with whom the contract of storage and/or carriage is made, including but not limited to its subsidiaries, affiliates, associated companies, related company successors or assigns.
    • “delivery or delivered” means the time when the goods are transported from the premises of Thomas Logistics by whatever means or when Thomas Logistics advised the Consignor the goods were available for collection.
    • “GST” means any tax or imposition on the supply of goods and services covered by A New Tax System (Goods and Services Tax) Act 1999 Commonwealth (the GST Act) as amended from time to time.
    • “Goods” means the freight/goods accepted by Thomas Logistics from the Consignor, together with any container, packaging, stillages or pallets supplied by or on behalf of the Consignor.
    • “Monies owed,” means any amount due and payable by the Consignor to Thomas Logistics for the supply by Thomas Logistics to the Consignor of any product/s or services.
    • “Services” means and includes the whole of the operations and services undertaken by Thomas Logistics in connection with the goods including but not limited to the carriage, transport and/or storage of the goods.
    • “Storage” means goods deposited by the Consignor with Thomas Logistics for keeping until collection is nominated by the Consignor.
    • “Sub-contractor” shall include any person/corporation (whether or not Thomas Logistics) that performs/agrees to perform the services.
  1. Not a Common Carrier: Thomas Logistics is not a common carrier and shall accept no liability as such. All goods are carried, transported and/or stored and all services are provided by Thomas Logistics subject to these Terms & Conditions of Trade. Thomas Logistics may forward goods by any form of transport determined by Thomas Logistics, which may include the use of subcontractors. Thomas Logistics reserves the right to refuse the carriage, transport and/or storage of goods for any person/corporation and the carriage, transport and/or storage of any class of goods at its sole discretion.
  1. General Lien: All goods are accepted subject to a general lien for all charges now due to Thomas Logistics on any account whether in respect of the goods comprised herein or in respect of any other goods for which Thomas Logistics provides any service.
  1. Payments: Unless otherwise agreed in writing to the contrary by Thomas Logistics, all payments are without deduction and all payments must be made by the Consignor within 14 days from invoice date.
  1. Interest: Will be charged on overdue accounts at the rate of 15% per annum.
  1. Limitation of liability: The Consignor agrees:
    • a) It is warranting that in agreeing to these Terms & Conditions of Trade, it is or has the authority of the person/corporation owning or having an interest in the goods or any part thereof;
    • b) without prejudice to the foregoing, the Consignor undertakes to indemnify Thomas Logistics in respect of any liability whatsoever and howsoever arising (including without limiting the foregoing for negligence or breach of contract or willful act of default of Thomas Logistics or others) in connection with the goods/services or any person (other than the Consignor) who claims to have or has or who may hereafter have any interest in the goods or any part thereof;
    • c) it is warranting that the goods held by Thomas Logistics or its agents comply with the requirement of any applicable law relating to the nature, condition and packaging of the goods and the expenses and charges of Thomas Logistics in complying with the provisions of any such law or with any order or requirement of any harbour, dock, railway, shipping, warehouse or any authority/person/corporation shall be paid by the Consignor;
    • d) it has fully disclosed in writing the composition of any goods held/to be held by Thomas Logistics, detailing in particular goods which are noxious, dangerous, hazardous, flammable or capable of causing damage or injury to other goods or any persons or animals or to any mode of conveyance or storage in which they may be loaded, carried, packed or stored;
    • e) All goods stored with Thomas Logistics are stored completely at the risk of the Consignor;
    • f) To limit any claim it makes to the cost of replacement of the subject goods;
    • g) Thomas Logistics shall not be liable for any loss or expense arising after 7 days from delivery (or at all once goods have been unpacked or otherwise used) after which there shall be deemed to be unqualified acceptance;
    • h) Thomas Logistics will not be liable for any contingent, consequential, direct, indirect, special or punitive damage, personal injury or death whether due to negligence or otherwise in relation to the goods or provision of its services and the Consignor acknowledges this limit of liability and agrees to limit any claim accordingly.
    • i) Thomas Logistics shall not be liable for any customs or other government charges levied in relation to the storage or carriage of the goods.
  1. Services: The Consignor agrees that:
    • a) No dealing between Thomas Logistics and the Consignor shall be or be deemed to be a sale by Thomas Logistics;
    • b) Each request for services it places shall be deemed to include a representation that it is solvent and able to pay all of its debts as and when they fall due;
    • c) When any request for services is placed, the Consignor shall inform Thomas Logistics of any facts which might reasonably affect any decision to accept the goods and/or request for services and/or grant credit. Any  failure to do so shall be deemed to create an inequality of bargaining position, the taking of an unfair advantage of Thomas Logistics and to be unconscionable, misleading and deceptive;
    • d) from the time of requesting the services, the Consignor is obliged to accept and pay for the services in accordance with these Terms & Conditions of Trade and a cancellation of the request for services or change in mind on the part of the Consignor as to the services shall not discharge this obligation to accept the goods and make payment for the services;
    • e) Thomas Logistics shall use its best endeavours to ensure that the services are provided to the Consignor within the time frame requested by the Consignor, but shall not be liable for any loss or damage caused by any delay. The Consignor shall not be entitled to reject the goods or services due to any such delay; &
    • f) It will be responsible for arranging storage of any goods to be collected and/or delivered at the Consignor’s premises and/or Thomas Logistics premises where temporary storage is required in order for Thomas Logistics to effectively carry out the carriage services.
  1. Service Price: All services performed by Thomas Logistics are at its ruling price at the time of delivery. Prices maybe subject to change without notice. Official quotations made by Thomas Logistics prices are valid for thirty (30) days from quotation date, after which they maybe subject to change without notice. Storage charges shall be levied on a daily basis as agreed between the Consignor and Thomas Logistics. Country & Outer Melbourne; after hours and weekend jobs will attract a surcharge.  Country & Outer Melbourne is defined as further than 40klm. from Melbourne CBD. After hours is defined as before 6:00am & after 6:00pm, weekends and public holidays.
  1. Delivery: The Consignor agrees that:
    • a) Thomas Logistics accepts no responsibility or duty to deliver but may elect to arrange delivery at its discretion and without liability and at the Consignor’s cost and risk in all things;
    • b) Thomas Logistics reserves the right to deliver by installments and each installment shall be deemed to be delivered under a separate contract. Failure by Thomas Logistics to deliver any installment shall not entitle the Consignor to cancel the balance of the request for services. In the event of the Consignor failing to take delivery of any installment, Thomas Logistics may elect to cancel the balance of the request for services;
    • c) Thomas Logistics will not be liable for delay, failure or inability to deliver;
    • d) Goods shall be deemed delivered as soon as they are ready for delivery;
    • e) A charge will be made for frustrated delivery to cover Thomas Logistics costs of attempts etc. &
  1. Insurance: The Consignor shall be responsible for obtaining its own insurance for the goods/services whilst they are in transit/storage and any expense for any such insurance shall be borne by the Consignor.
  1. Storage Notice: Upon notice in writing given by Thomas Logistics to the Consignor requiring the Consignor to remove stored goods or any part thereof, the Consignor must within 30 days from the date of the notice in writing remove the stored goods or such part thereof. The notice in writing shall detail any costs, charges or damages payable by the Consignor to which the general lien of Thomas Logistics extends. Upon the expiration of 30 days, if the Consignor fails to pay the outstanding amounts and remove the goods, Thomas Logistics may dispose of the goods in any manner it chooses and at the cost and risk of the Consignor.
  1. Other Terms and Conditions: No terms and conditions or warranties sought to be imposed by the Consignor upon Thomas Logistics shall apply.
  1. Recovery Costs: The Consignor shall pay all costs and expenses (on a solicitor and own client basis) incurred by Thomas Logistics, its legal advisers, mercantile agents and others in respect of anything instituted or being considered against the Consignor, whether for debt, possession of any goods or otherwise.
  1. Consignor Restructure: The Consignor shall notify Thomas Logistics in writing of any change in its structure or management including any change in director, shareholder, or management of change in partnership or trusteeship within 14 days of the date of any such change.
  1. Jurisdiction: The Consignor agrees that all contracts made with Thomas Logistics shall be deemed to be made in the State of Victoria. The laws of the State of Victoria will govern all contracts.
  1. Credit Limit: The grant of any credit facility and/or the nomination of any credit limit is an indication only of Thomas Logistics intention at that time and Thomas Logistics may vary or withdraw any credit facility at any time at its discretion and without any liability to the customer or any other person or entity. The customer agrees to pay on demand all sums owing in connection with this credit facility in the event the credit facility is withdrawn.
  1. Security for Payment: The Consignor agrees upon request to charge with payment of all monies owed and/or owing to Thomas Logistics from time to time in favour of Thomas Logistics:
    • a) by way of a fixed charge all its books of account, financial records, goodwill, documents of title and current and later acquired real property and intellectual property; and
    • b) By way of a floating charge, the whole of its other undertakings, property and assets.
  1. Forward Orders: The Consignor agrees:
    • a) To pay for so much of any services as is from time to time invoiced by Thomas Logistics;
    • b) That no delay or failure to fulfill part of such services will entitle any cancellation or variation of that request for services or reduce any payment; and
    • c) To pay any demurrage and/or other costs and expenses of Thomas Logistics in handling and/or holding any goods once ready for delivery.
  1. Force Majeure: Thomas Logistics will not be or deemed in default or breach of any contract as a result of the effects of Force Majeure. Force Majeure will include any cause beyond the reasonable control of Thomas Logistics.
  1. Attornment: For the purpose of giving effect to the Consignor’s obligations pursuant to these Terms (and in particular anything arising in Clause 16), the Consignor hereby irrevocably appoints the public officer of Thomas Logistics its attorney in all things.
  1. Disputes: The Consignor agrees to pay into a trust account (earning market interest) in the joint names of Thomas Logistics and the Consignor any amount claimed by Thomas Logistics as a condition precedent to disputing any such claim on the basis that upon resolution of the dispute the trust funds and any interest shall be disbursed according to the resolution. This clause shall operate as a bar to any defence and/or counterclaim by the Consignor until complied with. All claims shall be submitted in writing.
  1. Defaults: Upon any default or breach hereof by the Consignor, Thomas Logistics may (inter alia) retain all monies paid and/or cease further deliveries without prejudice to any other of its rights and without being liable in any way to any party.
  1. Severability: Any part hereof being a whole part of a clause shall be capable of severance without effecting any other part of these Terms.
  1. GST: To the extent that a supply of services provided by Thomas Logistics, or any other supply, made under or pursuant to this agreement, is a “taxable supply” as defined in the GST Act, Thomas Logistics will increase its price in respect of that supply it makes by the amount of GST applicable to the supply.
  1. Privacy Act: The Consignor agrees that Thomas Logistics may make any inquiries it deems necessary to investigate the Consignor’s creditworthiness including undertaking inquiries with financial institutions, credit reporting agencies, any personal credit and/or consumer credit information providers (“the Sources”). The Consignor authorises the Sources to disclose any information concerning its creditworthiness in their possession to Thomas Logistics, pursuant to section 18E(1) of the Privacy Act. The Consignor agrees that Thomas Logistics may disclose any information in its possession concerning the Consignor’s creditworthiness to the Sources.
  1. Statement by Thomas Logistics: A statement by any officer of Thomas Logistics is conclusive evidence of any fact, matter or thing.
  1. Cessation of Agency: If the Consignor causes or contributes to an agent, contractor or vehicle supplier of Thomas Logistics (Thomas Warehousing and each subsidiary, affiliate, associated company, related entities, successors) ceasing to be engaged by Thomas Logistics (conclusive evidence of which shall be that person, agent, contractor or vehicle supplier engaging in the same or similar work for or on behalf of the Consignor) a placement fee shall be payable by the Consignor of $8,500.00 if such person, agent, contractor or vehicle supplier is engaged on a full time basis or $6,500.00 if such person, agent, contractor or vehicle supplier is engaged on a part time basis, payable within 7 days of termination of the contract between Thomas Logistics and the person, agent, contractor or vehicle supplier.

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