STANDARD TRADING CONDITIONS
PART I: General Conditions
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
(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
In these conditions:
(a) "Company” is Vanguard Logistics Services (Aust) Pty Ltd ABN: 38 082 987 773
“Company” means the Group Company or each Group Company which provides the
Services or any of them to the Customer.
“Group Company” means Vanguard Logistics Services (Aust) Pty Limited ACN 082 987
773 for itself and trading as Export Freight Services, NACA Logistics Group Pty Limited
ACN 095 299 817, Direct Container Line (Aust) Pty Limited ACN 002 003 876, AFS
Freight Management (2000) Pty Limited ACN 003 149 791, Conterm Consolidated
Services Aust Pty Limited ACN 057 249 055 and Brennan International Transport (Aust)
Pty Limited ACN 082 968 750
(b) "Customer" means any person at whose request or on whose behalf the Company provides
(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
(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
(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 Customers 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
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.
6.1 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 effect 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
(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
(d) any person; or
(e) any vessel
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.
8.1 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
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
(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
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
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 effected 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, 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
(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
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
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.
11.1 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
12.1 If a Container has not been packed or stuffed by the Company, the Company shall not be iable 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.
(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
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 by these Conditions, the liability of the Company,
howsoever arising, shall not exceed the following:
(a) in respect of all claims other than those subject to the provisions of Clause 14.4 whichever is
the lesser of:
(i) the value of, or
(ii) the equivalent of US$2.00 per gross kilogram in the currency of the loss or damage,
(the exchange rate to apply being the rate as at the date of the delivery of the Goods)
of, the Goods lost, damaged, misdirected, misdelivered or in respect of which a claim arises.
(b) in respect of claims for delay where not excluded by the provisions of these Conditions, the
amount of the Company's charges in respect of the Goods delayed.
14.2 The limitation of liability referred to in Clause 14.1 shall apply notwithstanding that the cause of the
loss or damage is unexplained.
14.3 If agreed in writing prior to receipt of the Goods, the Company may accept liability in excess of the
limits set out in these Conditions upon the Customer agreeing to pay the Company’s additional
charges for accepting such increased liability. Details of the Company’s additional charges will be
provided upon request.
14.4 Compensation shall be calculated by reference to the invoice value of the Goods plus freight and
insurance if paid.
14.5 If there be no invoice value for the Goods, the compensation shall be calculated by reference to the
value of such Goods at the place and time when they were delivered to the Customer or Owner or
should have been so delivered. The value of the Goods shall be fixed according to the current market
price, or, if there be no commodity exchange price or current market price, by reference to the normal
value of goods of the same kind and quality.
14.6 Unless agreed in writing prior to receipt, the Company will not accept or deal with bullion, coin,
precious stone, jewellery, antiques, works of art or other valuable Goods. Should any Customer
nevertheless delivery any such Goods to the Company or cause the Company to handle or deal with
any such Goods other than in accordance with prior written agreement, the Company shall be under
no liability whatsoever for or in connection with such Goods howsoever arising.
15. Notice of Loss, Timebar
15.1 The Company shall be discharged of all liability unless:
(a) notice of any claim is received by the Company or its agent in writing within 14 days after the date
specified in Clause 15.2, or within a reasonable time after that date if the Customer proves that it was
impossible to so notify, and
(b) suit is brought in the proper forum and written notice thereof received by the Company within 9
months after the date specified in Clause 15.2.
15.2 For the purposes of Clause 15.1, the applicable dates are:
(a) in the case of loss or damage to Goods, the date of delivery of the Goods,
(b) in the case of delay or non-delivery of the Goods, the date that the Goods should have been
(c) in any other case, the event giving rise to the claim.
16. General Average
16.1 The Customer shall defend, indemnify and hold harmless the Company in respect of any claims of a
General Average nature, including any claims or demands for General Average security which may
be made on the Company, and the Customer shall forthwith provide such security as may be required
by the Company in this connection.
Any notice served by post shall be deemed to have been given on the third day following the day on
which it was posted to the address last known to the Company to be the address of the recipient of the
17.2 Defences and Limits of Liability
The defences and limits of liability provided in these Conditions shall apply in any action against the
Company whether founded in contract or in tort or howsoever otherwise founded.
If any legislation is compulsorily applicable to any business undertaken, these Conditions shall, as
regards such business, be read as subject to such legislation and nothing in these Conditions shall be
construed as a surrender by the Company of any of its rights or immunities or as an increase of any of
its responsibilities or liabilities under such legislation and if any part of these Conditions is held to be
repugnant to such legislation to any extent such part shall as regards such business be over-ridden to
that extent and no further.
Headings of clauses or groups of clauses in these Conditions are for indicative purposes only.
18. Governing Law and Jurisdiction
18.1 These Conditions and any claim or dispute arising out of or in connection with the services of the
Company shall be subject to the law of the State or Territory of Australia in which the Company has
its principal place of business and any such claim or dispute shall be determined by the Courts of that
State or Territory and no other Court.
18.2 Notwithstanding anything herein contained, the Company shall continue to be subject to any implied
warranty provided by the Trade Practices Act 1974 (as amended) of the Commonwealth of Australia
or any other Commonwealth or State legislation, if and to the extent that the said Act is applicable to
the contract evidenced by these Conditions and prevents the exclusion, restriction or modification of
18.3 Notwithstanding Clause 18.1, where any claim or dispute arising out of or in connection with the
services of the Company arises in New Zealand, such claim or dispute shall be determined at the
Company’s option in accordance with New Zealand law and by New Zealand Courts of competent
18.4 If any claim or dispute is to be determined in accordance with New Zealand law, Clause 18.2 shall be
deemed to be varied so as to apply on like terms any compulsorily applicable provisions of the Fair
Trading Act 1986 (as amended) of New Zealand in place of the legislation referred to in Clause 18.2.
18.5 When New Zealand law has application to these Conditions, all Services provided by the Company as
a carrier (within the meaning of the Carriage of Goods Act 1979 (as amended)) of New Zealand are
provided at limited carrier’s risk in accordance with these Conditions and (other than when Clause
14.5 applies) the provisions of that Act shall prevail over any inconsistency in these Conditions to the
extent of such inconsistency but no further.
PART II: Company As Agent
19. Special Liability and Indemnity Conditions
19.1 To the extent that the Company acts as an agent, the Company does not make or purport to make any
contract with the Customer for the carriage, storage or handling of the Goods nor for any other
physical service in relation to them and acts solely on behalf of the Customer in securing such
services by establishing contracts with third parties so that direct contractual relationships are
established between the Customer and such third parties.
19.2 The Company shall not be liable for the acts and omissions of third parties referred to in Clause 19.1.
19.3 The Company, when acting as an agent, has the authority of the Customer to enter into contracts on
the Customer's behalf and to do acts which bind the Customer in all respects notwithstanding any
departure from the Customer's instructions.
19.4 Except to the extent caused by the Company's negligence, the Customer shall defend, indemnify and
hold harmless the Company in respect of all liability, loss, damage, costs or expenses arising out of
any contracts made in the procurement of the Customer's requirements in accordance with Clause 19.1.
20. Choice of Rates
20.1 Where there is a choice of rates according to the extent or degree of liability assumed by persons
carrying, storing, or handling the Goods, no declaration of value (where available) will be made by
the Company unless previously agreed in writing between the Customer and the Company.
PART III: Company as Principal
21 Special Liability Conditions
21.1 Where the Company contracts as principal for the performance of the Customer's instructions, the
Company undertakes to perform, or in its own name to procure, the performance of the Customer's
instructions and, subject to the provisions of these Conditions, shall be liable for the loss of or
damage to the Goods occurring from the time that the Goods are taken into its charge until the time of
(a) the Company contracts as a principal and sub-contracts the performance of the Company's
(b) it can be proved that the loss of or damage to or in respect of the Goods arose or was caused
whilst the Goods were in the care or custody of the sub-contractor; the Company shall have the
full benefit of all rights, limitations and exclusions of liability available to the sub-contractor in
the contract between the Company and the sub-contractor and in any law, statute or regulation
and the liability of the Company shall not exceed the amount recovered, if any, by the Company
from the sub-contractor.
21.3 Notwithstanding other provisions in these Conditions, if it can be proved where the loss of or damage
to the Goods occurred, the Company's liability shall be determined by the provisions contained in any
international convention or national law, the provisions of which:
(a) cannot be departed from by private contract, to the detriment of the claimant, and
(b) would have applied if the claimant had made a separate and direct contract with the actual
provider of the particular service in respect of that service or stage of carriage where the loss or
damage occurred and received as evidence thereof any particular document which must be
issued if such international convention or national law shall apply.
21.4 Notwithstanding other provisions in these Conditions, if it can be proved that the loss of or damage to
the Goods occurred at sea or on inland waterways and the provisions of Clause 21.2 do not apply, the
Company's liability shall be determined by the Hague-Visby Rules. Reference in the Hague-Visby
Rules to carriage by sea shall be deemed to include reference to carriage by inland waterways and the
Hague-Visby Rules shall be construed accordingly.
21.5 Notwithstanding the provisions of Clauses 21.2, 21.3 and 21.4, if the loss of or damage to the Goods
occurred at sea or on inland waterways, and the Owner, Charterer or operator of the carrying vessel is
entitled to limit its liability at law and establishes a limited fund, the liability of the Company shall be
limited to the proportion of such limitation fund as is allocated to the Goods.
21.6 In the event of any inconsistency between these Conditions and the conditions of any Bill of Lading
or Air Waybill issued by or on behalf of the Company as Principal, the conditions of any such Bill of
Lading or Air Waybill shall prevail to the extent of such inconsistency but no further.
22 Both-to-Blame Collision Clause
22.1. The Both-to-Blame Collision Clause as recommended by BIMCO as at the same of the provision of
Services is incorporated into and forms part of these Conditions.
23. USA and/or Canada and Additional Responsibility Clause
23.1 With respect to transportation within the USA or Canada, the responsibility of the Company shall be
to procure transportation by carriers (one or more) and such transportation shall be subject to such
carrier's contracts and tariffs and any law compulsorily applicable. The Company guarantees the
fulfillment of such carrier's obligations under their contracts and tariffs.
23.2 If and to the extent that the provisions of the Harter Act of the USA 1893 would otherwise be
compulsorily applicable to regulate the Company's responsibility for the Goods during any period
prior to loading on or after discharge from the vessel on which the Goods are to be or have been
carried, the Company's responsibility shall instead be determined by these Conditions. If such
provisions are found to be invalid such responsibility shall be determined by the provisions in the
Carriage of Goods by Sea Act of the USA Approved 1936.
23.3 If and to the extent that the provisions of the Regulations made pursuant to the Carriage of Goods by
Sea Act 1991 (as amended) of the Commonwealth of Australia (or any amendments to such
Regulations) would otherwise be compulsorily applicable to regulate the Company's responsibility
for the Goods during any period prior to loading on or after discharge from the vessel on which the
Goods are to be or have been carried, the Company's responsibility shall be determined by these
Conditions. If such provisions are found to be invalid such responsibility shall be determined by the
provisions of the said Carriage of Goods by Sea Act.
23.4 If the Hamburg Rules should be held to be compulsorily applicable to any carriage of goods by sea
undertaken by the Company as principal, these Conditions shall be read subject to the provisions of
the Hamburg Rules and any term of these Conditions that is repugnant to the Hamburg Rules shall be
void to the extent of such repugnancy but no further.
24. Air Carriage
24.1 Where the Company acts as a principal in respect of a carriage of Goods by air, the following notice
is hereby given:
If the carriage involves an ultimate destination or stop in a country other than the country of
departure, the Warsaw Convention may be applicable and the Convention governs and in most cases
limits the liability of carriers in respect of loss of or damage to Goods. Agreed stopping places are
those places (other than the places of departure and destination) shown under requested routing
and/or those places shown in carrier's timetables as scheduled stopping places for the route. The
address of the first carrier is the airport of departure.
24.2 Notwithstanding any other provision of these Conditions, where the Company acts as a principal in
respect of a carriage of Goods by air, the Company’s liability in respect of loss of or damage to such
Goods shall be determined in accordance with the Warsaw Convention.
STANDARD TRADING CONDITIONS