Freight Forwarding Agreement
FREIGHT FORWARDING AGREEMENT
Terms and Conditions
These Terms and Conditions, together with any Quote (defined in clause 1), set out the agreement (this ‘Agreement’) under the terms of which The Trustee for Kads Warehousing & Logistics ABN 57 348 969 378 (the Company) provides Services (defined in clause 2) to you or the company which you represent (‘you’, the Client).
1 QUOTES
(a) These terms will apply to all the Client’s dealings with the Company, including being incorporated in all agreements, quotations or orders under which the Company is to provide services to the Client (each a Quote) together with any additional terms included in such Quote (provided such additional terms are recorded in writing).
(b) The Client will be taken to have accepted this Agreement if the Client accepts a Quote, or if the Client orders, accepts or pays for any Services provided by the Company after receiving or becoming aware of this Agreement or these Terms and Conditions.
(c) In the event of any inconsistency between these terms and conditions and any Quote the clauses of these terms and conditions will prevail to the extent of such inconsistency, except that any “Special Conditions” (being terms set out and described as such in a Quote) will prevail over the other terms of this agreement to the extent of any
inconsistency.
(d) The Client is responsible for confirming that the Quote accurately specifies (if applicable): (i) the particulars of the Services required; and
(ii) the agreed Fees and other rates.
(e) A Quote shall be valid as an offer to provide Services for thirty (30) days from the date of issue. A Quote shall become a binding contract from the moment the Client accepts the Quote.
(f) The Client acknowledges that the Company’s obligation to provide the Services is at all times subject to availability of storage space at the Company’s warehouse (Warehouse). If at any time there is no availability of storage space at the Warehouse, the Company reserves the right to reject any further Goods until such storage space is available again (as determined by the Company).
2 SERVICES
In consideration for the payment of the Fees, the Company will provide the Client with services set out in a Quote (Services).
Unless otherwise agreed, Company may, in its discretion:
(a) not commence work on any Services until the Client has paid any Fees or deposit payable in respect of such Services; and
(b) withhold delivery of Services until the Client has paid the invoice in respect of such Services.
3 DELIVERY METHODS AND SUBCONTRACTING
(a) Subject to the other terms of this clause, the performance of the Services will take place in accordance with the Quote.
(b) The Company may carry the Goods or have the Goods carried or on-forwarded or provide the Services:
(i) by any method or mode of transport which the Company in its absolute
discretion deems fit and notwithstanding any instructions (written or oral) that
the Goods be carried by any particular method or in any particular way; and
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Freight Forwarding Agreement
(ii) by any subcontractor or agent and the Company is authorised by the Client to contract either in its own name or in the Client’s name with any subcontractor
and any such contract may be made on any terms, including terms which
exclude or limit the subcontractor’s liability in respect of the Goods and the
Services.
(c) Each subcontractor and agent engaged by the Company to carry the Goods shall be entitled to the benefit of these terms and conditions as if the Client had directly entered into an agreement containing these terms and conditions with the subcontractor or agent in place of the Company.
(d) The Client acknowledges that the Services are provided to facilitate such freight service arrangements. The Company is not the provider of such freight services, nor does it control the conduct of such carriers, and it will not be liable as such.
4 PAYMENT
4.1 FEES
The Client must pay to the Company, the Fees in the amounts, at the times and using the payment methods set out in the Quote or as otherwise agreed.
4.2 INVOICES
Unless otherwise agreed:
(a) if Company issues an invoice to the Client, payment must be made by the time(s) specified on such invoice; and
(b) in all other circumstances, the Client must pay for all goods and services within 7 days of receiving an invoice for amounts payable.
4.3 LATE PAYMENT
If the Client does not pay the Company the amounts due and payable under an invoice on or before its due date, without limiting any of Company’s other rights under this Agreement:
(a) the Client must pay the Company interest at the rate of 1% per month on each amount outstanding, from the due date for payment to the date on which the payment is received by Company;
(b) the Company may refuse to supply any further part of the Services to the Client until all outstanding monies, including any accrued interest is paid in full; or
(c) the Company may terminate this Agreement, whereupon the full price for the Services then supplied, whether or not the time for payment under this Agreement has arrived, will be immediately due and payable,
4.4 EXPENSES
Any third party costs (excluding the Company’s direct subcontractors) incurred by Company in the course of performing the Services may be billed to the Client, unless specifically otherwise provided for in the Quote.
4.5 GST
Unless otherwise indicated, amounts stated in a Quote do not include GST. In relation to any GST payable for a taxable supply by Company, the Client must pay the GST subject to Company providing a tax invoice.
4.6 CARD SURCHARGES
The Company reserves the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express).
4.7 LIEN
All Goods supplied by the Client to the Company will be subject to a general lien for any moneys payable by the Client under this agreement. Without limiting any of the Company’s other rights
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Freight Forwarding Agreement
under this agreement, if any amounts have been outstanding for a period of 26 weeks, the Company will give the Client 28 days’ written notice of its intention to sell any or all of the Goods by public auction or, if that is not reasonably practicable, by a private arrangement and apply the net proceeds in satisfaction of the amount due.
5 FREIGHT, OTHER CHARGES AND CHANGES
(a) The Company reserves the right to increase the Fees set out in a Quote to reflect any increase in rates current from time to time by weight, measurement or value of the Goods. The Company may at any time and from time to time re-weigh, re-measure or revalue the Goods and charge additional Fees accordingly.
(b) If the Company incurs any additional costs throughout the shipping process including but not limited to quarantine charges, packing, fumigation, documentation, additional labour, transportation or charges for waiting times, such costs will be payable by the Client immediately upon receiving an invoice for such costs.
(c) The Client must pay additional charges for changes to Services or Tonnage requested by Client (whether in writing or verbally) which are outside the scope set out in the relevant Quote (Changes). Unless otherwise agreed:
(i) Changes will be charged on a time and materials basis, at Company’s standard hourly rates; and
(ii) Company may at its discretion extend or modify any delivery schedule or deadlines for the Services as may be reasonably required by such Changes.
(d) The Company is not responsible for incorrect charging of freight or other taxes which are not caused by the Company.
6 TIMING AND ESTIMATED DELIVERY DATES
(a) The Client acknowledges and agrees that the delivery date as set out in a Quote, and any other schedules the parties may agree on in respect of the Services (Schedules) are estimates only.
(b) The Company is unable to guarantee any Schedules for delivery. Although the Company will use its best efforts to meet these Schedules, sometimes delays are inevitable and the Company will not be liable for any losses suffered by the Client in the event of delay. Any delay does not entitle the Client to:
(i) refuse to collect or take delivery of any Goods;
(ii) claim damages; or
(iii) terminate this Agreement.
(c) The Client acknowledges that there may be delays and the Company will not be in breach of this Agreement should this occur.
(d) The Company reserves the right to revise the Schedules in the event that the delay is caused by the Client’s failure to meet its obligations under this agreement.
7 PROPERTY OWNERSHIP
The Client warrants that:
(a) the Client is the owner of any Goods or is the authorised agent of the owner of the Goods; and
(b) the Client is the owner or has obtained necessary permissions from the owners of the properties located at the pick-up address and/or delivery address or other address nominated by the Client for pick-up or delivery (Premises) for the Services to be
performed at the Premises.
The Company may require the Client to produce evidence that the Client is compliant with this clause 7 prior to commencing any Services.
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Freight Forwarding Agreement
8 COLLECTION, STORAGE, UNLOADING AND DELIVERY OF GOODS
8.1 TONNAGE
(a) The Client warrants that the Goods do not exceed the Tonnage specified in a Quote.
(b) The Client acknowledges and agrees that additional charges will apply if the Goods exceed the Tonnage specified in a Quote.
8.2 CONDITION OF GOODS
The Client warrants that the Goods (where required for shipment) are sufficiently clean to the satisfaction of the requirements of the freight agent.
8.3 DANGEROUS GOODS, UNBALANCED CONTAINERS
(a) The Client warrants that:
(i) unless otherwise agreed in writing, the Goods do not include any firearms or any items that are dangerous, corrosive, highly combustible, explosive, noxious
or likely to attract pests (Dangerous Goods);
(ii) unless otherwise agreed in writing, the Goods will not cause any risk of harm, damage, injury, hazard or contamination or do anything to contaminate or
increase toxicity of the Warehouse or any other goods stored at the Warehouse;
and
(iii) the Goods are not loaded into a container in an unbalanced way causing the container to be unsafe, dangerous or not in compliance with the relevant laws
(Unbalanced Container).
8.4 NATURE OF GOODS AND COMPLIANCE
(a) The Client must provide advance notice to the Company prior to the earlier of collection and/or receipt at the Warehouse (as applicable), in the event that any Goods are fragile, delicate, breakable or valuable items.
(b) The Client warrants that it has complied with all laws, regulations, codes and standards relating to the nature, packaging, labelling or carriage of the Goods and that the Goods are packed in a manner adequate to withstand the ordinary risks of carriage having regard to their nature.
8.5 INDEMNITY FOR BREACH
The Client agrees to indemnify the Company for any losses, claims, expenses, damages and liabilities (including any fines, taxes, fees or costs) which arise out of or in connection with the Tonnage being over that specified in a Quote, any Unbalanced Container, any Dangerous Goods or a breach of a warranty contained in clause 8.4.
8.6 ACCESS AND ALLOCATED LOADING HOURS
(a) On the Pick Up Date or on the date when Company is delivering the Goods to the Client (as agreed by the parties), the Client, or the Client’s authorised representative must:
(i) be present at the Premises and, if reasonably requested by Company, remain there while the Services are being carried out;
(ii) provide access to all personnel, equipment and vehicles reasonably required to carry out the Services;
(iii) ensure that the Premises are safe for the Services to be performed, which includes but is not limited to access to the Premises being dry enough to enable
the loading or unloading of a container onto a truck;
(iv) ensure that all the Goods are loaded or unloaded during the allocated loading hours as set out in a Quote; and
(v) if the Client breaches this clause 8.6, or if Company determines, acting
reasonably, that it is unsafe to load or unload the Goods, Company will be
entitled at its option to:
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Freight Forwarding Agreement
(A) cancel the Services and charge the Client for the costs already
incurred by Company in providing the Services; and/or
(B) store the Goods at a warehouse, in which case the Client will have to
bear the costs of such storage; and/or
(C) unload the Goods at the Premises at the Client’s risk.
8.7 DELIVERY
Where the Company is authorised to deliver the Goods at the Premises, the Company shall be presumed to have successfully delivered the Goods if Company or its subcontractor or agent obtains from any person at the Premises a receipt or signed delivery docket for the Goods.
8.8 RELEASE OF GOODS
(a) Notwithstanding anything to the contrary express or implied in this Agreement, the parties agree that the Company will not release the Goods to the Client until all fees for the Services and all other amounts owing in respect of the Services are paid to the Company, in cleared funds, notwithstanding:
(i) the ownership of the Goods remaining with the Client; and/or
(ii) the risk of the Goods remaining with the Client.
8.9 COLLECTION BY CLIENT
(a) Collection by the Client of Goods must take place by 4:00pm on the nominated Pick Up Date.
(b) Where the Client is responsible for collection of Goods at a nominated destination and fails to do so within the time specified by Company, the Client shall pay to Company such storage costs as Company may specify.
(c) The Client acknowledges and agrees that due to a number of potential occurrences outside of its control (such as delay from other third party providers or other customers) the Company cannot guarantee that the Warehouse will be available at all times for outturn of Goods.
8.10 REJECTION OF GOODS
The Company may, at its discretion, accept or refuse to accept any Goods for storage where they fail to comply with these terms for any reason, including but not limited to where the Goods are not in a fit condition for safe and hygienic storage.
9 RIGHT TO INSPECT
The Company shall be entitled to open any container in which the Goods are placed or packaged to inspect the Goods for the purpose of determining the nature of the contents, ownership or destination of the Goods where a consignment note or other identifying document or mark is lost, missing destroyed or defaced, or where Company has reason to believe the Goods are Dangerous Goods.
10 STORAGE
Where, as part of the Services, the Company provides storage services to the Client, the following terms will apply.
(a) Unless otherwise specified, storage at the Warehouse for the first 7 days from receipt of the Goods will be included in the Fees, with additional charges applying for each day thereafter as set out in a Quote.
(b) If a Force Majeure Event (as that term is defined in clause 17(a)) occurs, the Company will be entitled to store the Goods in a storage facility at the Client’s cost.
(c) The Company may move the Goods from one storage facility to another at its discretion at no extra cost to the Client. The Company will notify the Client, if it moves the Goods to another storage facility within a reasonable time of the proposed move date.
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Freight Forwarding Agreement
(d) Upon the Client’s request, the Company may grant the Client access to inspect the stored Goods. Additional charges may apply for the access and inspection of the Company’s storage facility.
(e) The Client must remove the Goods from the Warehouse within 28 days of Company issuing the Client a written direction.
11 DAMAGE & INSURANCE
(a) While the Company takes great care when providing the Services, freight and warehouse services can and sometimes do occasion damage to goods being transported and other property.
(b) The Company may maintain during the Term insurance related to the storage of the Goods at the Warehouse, however the Company is not required to provide the Client with any specific insurance coverage for any loss to the Goods. Should the Company procure insurance related to the Goods the Company may cancel such coverage at any time.
(c) Where damage to the Client’s Goods occurs within the Warehouse, the Company reserves the right to apply any insurance policy it does hold in respect of the Goods to damage or loss, however it is under no obligation to do so. If the Company chooses to make a claim under an applicable insurance policy in accordance with this clause in respect of any damage or loss during the Term, any proceeds of such claim (if any) will be the extent of the Company’s liability for any losses the Client may incur. In the event the damage to the Client’s Goods occurs by the act or omission of the Client, then the Client will be required to pay any excess payable by the Company in respect of such a claim.
(d) Where damage to the Client’s Goods occurs outside the Warehouse, including during transport, the Company will not be liable for such damage. The Client accepts all risk to the Goods during transport.
(e) For the avoidance of doubt, where the Client incurs costs repairing any damage to the Goods occasioned during the provision of the Services, whether by employing third parties to conduct repairs or otherwise, the Company will not be liable for such costs.
(f) The Client is strongly encouraged to take out adequate insurance to cover all potential damage that could arise from their receipt of the Services.
(g) The Client must not do or permit anything to be done which may make the Company’s insurances invalid or able to be cancelled or which may increase Company’s insurance premiums.
12 ACCREDITATIONS
Unless otherwise agreed, the Company retains the right to describe the Services and reproduce, publish and display any deliverables in the Company’s portfolios and websites, and other media for the purposes of recognition of service excellence or professional advancement, and to be credited with the provision of the Services in connection with such uses.
13 CONFIDENTIALIY
Except as contemplated by this agreement or a Quote, a party must not and must not permit any of its officers, employees, agents, subcontractors or related companies to use or to disclose to any person any confidential information disclosed to it by the other party without its prior written consent.
This clause does not apply to:
(a) information which is generally available to the public (other than as a result of a breach of these terms or another obligation of confidence);
(b) information required to be disclosed by any law; or
(c) information disclosed by the Company to its subcontractors, employees or agents for the purposes of performing the Services or its obligations under this agreement.
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Freight Forwarding Agreement
14 WARRANTIES
(a) To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in this agreement or a Quote are excluded.
(b) Nothing in this agreement is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, the Client may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or services provided.
15 LIABILITY
(a) (Limitation of liability) To the maximum extent permitted by applicable law, the maximum aggregate liability of the Company to the Client in respect of loss or damage sustained by the Client under or in connection with this agreement is limited to:
(i) in respect of loss or damage arising under or in connection with a Quote, an amount equal to the total Fees paid and payable to the Company under that
Quote; and
(ii) in respect of loss or damage sustained by the Client arising not under or in connection with a Quote, is limited to the total fees paid to the Company by the
Client in the 3 months preceding the date of the first event giving rise to the
relevant loss or damage.
Without limiting the generality of the other terms of this clause, to the extent permitted by law, the Client acknowledges and agrees that:
(iii) the Company expressly excludes any liability in contract, tort or otherwise for any injury, damage, loss, delay or inconvenience caused directly or indirectly
by:
(A) the Client’s reliance on the Services;
(B) the performance or non-performance of any Services;
(iv) the Company is not liable for damage, destruction, contamination or loss of any Goods unless caused by the negligence of the Company;
(v) the Company will not be liable for any other loss or damage, including but not limited to:
(A) the natural deterioration of the Goods;
(B) deterioration of the Goods due to heat and weather conditions or
failure of electricity or other service to the Warehouse;
(C) any loss or damage caused by or related to any delay in the loading of
the Goods for delivery;
(D) any loss or damage caused by Force Majeure (as defined below) for
example if the Warehouse burns down;
(E) any loss or damage arising out of or related to any quality or quantity
deficiencies.
For the avoidance of doubt the Products are stored at the Warehouse solely at the Client’s risk.
(b) (Indemnity) The Client agrees at all times to indemnify and hold harmless the Company and its officers, employees, agents or contractors (“those indemnified”) from and against any loss (including reasonable legal costs) or liability incurred or suffered by any of those indemnified where such loss or liability was caused or contributed to by the Client or the Client’s officers’, employees’, agents’ or contractors’:
(i) breach of any term of this agreement; or
(ii) negligent, fraudulent or criminal act or omission.
(c) (Consequential loss) The Company will not be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business
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opportunity, goodwill, anticipated savings, profits or revenue arising under or in
connection with this agreement or any goods or services provided by the Company, except to the extent this liability cannot be excluded under the Competition and
Consumer Act 2010 (Cth) or any other applicable law.
16 TERMINATION
16.1 TERMINATION FOR CONVENIENCE
Either party may terminate this agreement or any Quote for convenience at any time by providing 1 months’ written notice to the other party.
16.2 TERMINATION FOR CAUSE
Either party (Non-Defaulting Party) may terminate this agreement immediately by written notice to the other party (Defaulting Party) if the Defaulting Party is in breach of this agreement or any Quote and either:
(a) fails to remedy such breach within 14 days of receiving notice from the Non-Defaulting Party requiring it to remedy such breach; or
(b) that breach is not capable of remedy.
16.3 EFFECT OF TERMINATION
Upon termination of this agreement:
(a) the Company reserves the right to invoice the Client for all Services provided by the Company as at the date of termination, and the Client acknowledges that all amounts paid are non-refundable (to the extent permitted by law). The Company’s determination of Fees payable on termination is final and binding, subject to manifest error;
(b) the Client must make all necessary arrangements for the immediate outturn of the Products that are stored at the Warehouse. Until such time as the outturn occurs, the Client will continue to be liable to pay all Fees for the Services performed until the date that the outturn occurs;
(c) each party must return all property of other parties to those respective parties;
(d) each party must immediately return to each other party, or (if requested by that party) destroy, any documents in its possession or control containing Confidential Information of the other party; and
(e) no rights, liabilities or remedies of any party will be invalidated by the termination.
16.4 SURVIVAL
Any clause that by its nature would reasonably be expected to be performed after the termination or expiry of this agreement or any Quote will survive and be enforceable after such termination or expiry.
17 DISPUTE RESOLUTION
(a) A party claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory relief, unless that party has complied with the requirements of this clause.
(b) A party that requires resolution of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.
(c) Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith.
(d) If the dispute is not resolved within a period of 14 days after the date of the notice, a party may by notice to the other party or parties to the dispute refer the dispute for mediation by the Australian Disputes Centre (the ADC) in accordance with the ADC Guidelines for Commercial Mediation operating at the time the matter is referred to the
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ADC (Guidelines). The terms of the Guidelines are hereby deemed incorporated into this agreement.
(e) If the dispute is not resolved within 28 days after the appointment of the mediator any party may take legal proceedings to resolve the dispute.
18 FORCE MAJEURE
(a) If a party (Affected Party) becomes unable, wholly or in part, to carry out an obligation under this agreement or a Quote (other than an obligation to pay money) due to Force Majeure Event, the Affected Party must give to the other party prompt written notice of:
(i) reasonable details of the Force Majeure Event; and
(ii) 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.
(b) Subject to compliance with clause 18(a), the relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.
(c) The Affected Party must use its best endeavours to overcome or remove the Force Majeure Event as quickly as possible.
(d) For the purposes of this agreement, a ‘Force Majeure Event’ means any:
(i) act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;
(ii) strikes or other industrial action outside of the control of either party; and
(iii) war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil
commotion, epidemic or pandemic; or
(iv) any decision of a government authority in relation to COVID-19, or any threat of COVID-19 beyond the reasonable control of the Affected Party, to the extent it
affects the Affected Party’s ability to perform its obligations.
but only where such events or circumstances:
(v) are beyond the reasonable control of the Affected Party;
(vi) are not caused or contributed to in whole or in part by a breach by the affected party of this agreement,
and the following will be taken not to be a Force Majeure Event:
(vii) any failure or inability to pay any Fees; and
(viii) any act or omission of a Client (except where that act or omission was caused by a Force Majeure Event).
19 NOTICES
(a) A notice or other communication to a party under this agreement must be: (i) in writing and in English; and
(ii) delivered via email to the other party, to the email address specified in this agreement, or if no email address is specified in this agreement, then the email
address most regularly used by the parties to correspond regarding the subject
matter of this agreement as at the date of this agreement (Email Address). The
parties may update their Email Address by notice to the other party.
(b) Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:
(i) 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the state or territory whose laws govern this agreement, in
which case the notice will be taken to be given on the next occurring business
day in that state or territory; or
(ii) when replied to by the other party,
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whichever is earlier.
20 GENERAL
20.1 GOVERNING LAW AND JURISDICTION
This agreement is governed by the law applying in Victoria, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Victoria, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.
20.2 AMENDMENTS
This agreement may only be amended in accordance with a written agreement between the parties.
20.3 WAIVER
No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
20.4 SEVERANCE
Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.
20.5 JOINT AND SEVERAL LIABILITY
An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.
20.6 ASSIGNMENT
A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.
20.7 COUNTERPARTS
This agreement may be executed in any number of counterparts. Each counterpart constitutes an original of this agreement and all together constitute one agreement.
20.8 COSTS
Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement.
20.9 ENTIRE AGREEMENT
This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.
20.10 DEFINITIONS
(a) (Goods) the goods as set out in a Quote, or such other goods, articles or things notified to the Company by the Client and accepted by Company for carriage, storage or other Services by Company, including the packages containing those goods and shipping or other transport containers;
(b) (Tonnage) the weight of the Goods as set out in a Quote;
(c) (Fees) the fees as set out in a Quote;
20.11 INTERPRETATION
(a) (singular and plural) words in the singular includes the plural (and vice versa);
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(b) (gender) words indicating a gender includes the corresponding words of any other gender;
(c) (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
(d) (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
(e) (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
(f) (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
(g) (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
(h) (headings) headings and words in bold type are for convenience only and do not affect interpretation;
(i) (includes) the word “includes” and similar words in any form is not a word of limitation;
(j) (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision; and
(k) (currency) a reference to $, or “dollar”, is to Australian currency, unless otherwise agreed in writing.