Freight Provider Terms and Conditions

By providing Services to the Company, the Provider agrees to accept and be bound by the Company’s provider terms and conditions. All and any business undertaken by the Provider for the Company shall be subject to both the Company’s trading terms and conditions of contract as well as the Company's provider terms and conditions which are as follows:

1. Definitions

“Agreement” means this Agreement

“Company” shall mean IQ Logistics Pty Ltd (ACN number 158 387 869), its employees, servants, agents, subsidiaries and/or associated entities.

“CoR” shall mean Chain of Responsibility laws, introduced to the National Heavy Vehicle Law, as amended.

“Customer” shall mean the shipper (consignor), the receiver (consignee), the owner of the Goods, the bailor of the Goods or the person for whom any of the Services are arranged and/or performed.

“Goods” shall mean the chattels, articles or things tendered for by the Customer for the Services and shall include the container(s), unit load device(s) or other packaging containing the same and any other pallet(s) delivered with the same to the Company or Contractor by the Customer or for or on its behalf.

“Laws” includes legislation (whether federal or state), regulations, by laws, codes of practice or any other requirement of any Government or regulatory authority which is enforceable by law.

“Services” shall mean the carriage, movement, packing, handling, storage/warehousing and/or any other service arranged or performed pursuant to, or ancillary to, this contract with the Company.

“Dangerous goods” shall mean such of the Goods as shall be, or become, in fact or at law noxious, dangerous, hazardous, explosive, radioactive, inflammable or capable by their nature of causing damage or injury to other goods, persons, plants or animals or to any thing including that in which the Goods are carried, handled or stored.

“Valuables” shall mean bullion, coins, precious stones, jewellery, antiques, or works of art.

“Perishable goods” shall mean Goods that shall be in fact or law liable to deteriorate in quality and/or value and shall include, but not be limited to, fruits, vegetables, dairy products, meat, etc.

“Provider” shall mean and include any person, firm or company (other than the Company) with whom the Company contracts to perform the Services or that performs the Services (or a part thereof). Words importing the singular include the plural and vice versa and words importing any gender include all genders and words importing a person include firm, corporation or other entity where appropriate.

“Trading Terms” shall mean the Company's trading terms and conditions as published on the Company's website, as amended.

“Writing” includes email.

2. Acceptance of Agreement

The Provider may enter into this agreement with the Company by:

1. Signing a copy of the Agreement; or

2. Acknowledging (whether electronically or otherwise) having read the Agreement; or

3. Providing Services to the Company after having had access to a copy of this Agreement.

3. Entire Agreement

1. These terms in conjunction with the Company's Trading Terms shall constitute a full and complete statement of the Agreement between the Company and the Provider and no variations or modifications of any term of the Agreement shall be binding unless agreed to in Writing by the Company.

2. The Company may vary or amend these terms by written notice to the Provider at any time. Any variations so made will only apply to orders requested to the Provider for Services after the time that the variation has been brought to the Provider's notice, with such notice being deemed to have occurred if the Company sends the notice to any Provider address (whether email or otherwise).

4. Term of Agreement

These terms in conjunction with the Company's Trading Terms shall cover all dealings between the Company and the Provider until it is replaced by an alternate written Agreement or is terminated in accordance with it's terms.

5. Offer of Services

1. The Provider may from time to time during the currency of this Agreement advise the Company of services it is willing to offer to the Company's current or future prospective Customer.

2. The offer of Services shall be in a format specified from time to time by the Company which may include the completion of offer forms (whether hard copy of or online).

3. The offer shall include such information as is reasonably required to market the Services including, but not limited to, the price at which the services are offered.

6. Promotion of Services

The Provider, by offering any Services, authorises the Company to market those services in any manner and forum it deems fit save that it shall not in any way misrepresent the Services offered by the Provider.

7. Notice and Documentation

1. In the event that there is a delay in the loading or unloading of the Goods, the Provider must provide immediate notice in writing or by phone, to the Company fifteen minutes before loading/unloading time exceeds 90 minutes loading/unloading time for single trailer loads and 120 minutes loading/unloading time for double trailer loads. Demurrage charges will not be accepted by the Company if the Provider fails to supply appropriate notice at the time of delay.

2. Within five (5) business days of the completion of booked services, the Provider must supply to the Company, all signed proof of delivery (POD) paperwork, pallet documentation and driver fatigue questionnaire(s).

8. Payment of Services

1. Unless formally agreed otherwise, or required by law, the payment terms for all Provider invoices will be 30 days from end of month.

2. The Company will accept Provider invoices once/if:

   1. Invoices received state the Provider registered business number(ABN/ACN) and comply with Australian Taxation Office (ATO) requirements. 

   2. Invoices received clearly state the corresponding Company booking ID for the charge.

   3. Signed proof of delivery (POD) paperwork, pallet documents and drivers fatigue questionnaires have been received and processed by the Company for the corresponding freight booking.

   4. Documents received via email are accepted only as the following digital attachment types - PDF, JPEG, Excel, TIFF, Word, BMP (browser links are not recognised).

9. Subcontracting

The Provider must not engage any Subcontractor to perform Services for the Company unless:

1. The Provider obtains the prior written approval of the Company to do so; and

2. The Provider ensures that the Subcontractor:

   1. Is appropriately licensed and registered to provide the Services; and

   2. Is appropriately insured to provide the Services; and

   3. Is complaint with Australian CoR and Privacy legislation; and

   4. Is appropriately equipped and experienced to provide the Services; and

   5. Complies with all applicable Laws; and

   6. Ensures that all Services are provided using industry best practice and at all times in a safe and efficient manner; and

   7. Notifies the Company in the event that a Customer makes any claim, demand or complaint of any kind in respect to the provision of Services.

10. Breach by Provider

The Provider indemnifies the Company in respect of any costs incurred by the Company (including legal costs on a solicitor/client basis) as a result of any breach of this Agreement by the Provider. Such costs include but are not limited to the costs of any demands made of the Provider to remedy any breach, and any legal proceedings to recover unpaid monies.

11. Provider's Warranties

1. The Provider must:

   1. Be appropriately licensed and registered to provide the Services; and

   2. Be appropriately insured to provide the Services; and

   3. Be complaint with Australian CoR and Privacy legislation; and

   4. Be appropriately equipped and experienced to provide the Services; and

   5. Comply with all applicable Laws; and

   6. Ensure that all Services are provided using industry best practice and at all times in a safe and efficient manner; and

   7. Notify the Company in the event that a Customer makes any claim, demand or complaint of any kind in respect to the provision of Services.

2. The obligations in sub-paragraphs i. and ii. above shall apply equally to any employee, agent or Subcontractor of the Provider.

12. Provider’s Indemnity

The Provider indemnifies the Company against all claims, demands, losses or damage of whatsoever nature arising directly or indirectly from:

1. Any breach of this Agreement by the Provider; or

2. The provision of Services to the Customer.

13. Director’s Guarantee

In the event that the Provider is an incorporated entity it agrees that it will, if called upon at any time by the Company to do so, procure from any one or more of it's Directors (as required by the Company) a personal guarantee of the Provider's obligations pursuant to this Agreement in a form acceptable to the Company, with such guarantee to cover both future liabilities and any liabilities of the Provider to the Company which predate the signing of the guarantee.

14. Lien

The Provider shall not seek to exercise a lien of any kind over Customer's goods unless the Company has agreed in writing to that occurring.

15. Cancellation of Orders

In the event that any Customer purports to cancel an order for Services with the Provider, the Provider must not accept that cancellation without first obtaining the approval from the Company as to whether the purported cancellation should be accepted and, if so, on what terms.

16. Force Majeure

The Company shall not be liable in any manner whatsoever to the extent that it has been prevented from performing any obligation under this Agreement by reason of matters beyond it's control, including without limitation:

1. Acts of God, accidents or machinery breakdown; or

2. Acts or threats of terrorism or war; or

3. Industrial disputes or strikes.

17. Termination on Notice

Either party may terminate this Agreement by giving the other party 30 days notice of it's intention to do so.

18. Immediate Termination

The Company may terminate this Agreement immediately by giving written notice to the Provider if the Provider:

1. Goes into liquidation; or

2. Has an administrator or a receiver to it's property or assets appointed; or

3. Is made bankrupt; or

4. Materially breaches it's obligations under this Agreement where such breach is either not capable of remedy or, if capable of remedy, the other party fails to remedy such breach within 14 days after receipt of written notice of such breach by the other party; or

5. Engages in any conduct (which includes any conduct by employees, agents or subcontractors of the Provider) which in the opinion of the Company is or might be damaging to the reputation of the Company.

19. Effect of Termination

The termination of this Agreement for whatsoever reason shall not in any way effect any rights or responsibilities accruing prior to the termination taking effect and the Company's rights in the event of default (including the ongoing accrual of interest and the right to indemnity for costs) shall continue beyond any termination.

20. Relationship of Parties

Nothing in this Agreement shall give rise to a partnership or relationship of employment between the parties.

21. Waiver

Any failure or delay by the Company to exercise a power or right does not operate as a waiver of that power or right. The exercise of a power or right does not preclude either it's exercise in the future of the exercise of any other power or right. A waiver is not effective unless it is in writing.

22. Reading Down of Agreement

If a clause in this Agreement is void or otherwise unenforceable it must be read down so as to be unenforceable or, if it cannot be so read down, it must be severed from this Agreement without affecting the enforceability of the remaining terms of the Agreement.

23. Law and Jurisdiction

1. Any dispute arising under this Contract shall be governed by the laws of Victoria and shall be determined exclusively by the courts of Victoria or by the court of the Company’s choice.

2. A reference to any law includes a statutory modification, substitution or re-enactment of it.