ITAS Standard Terms & Conditions

1. 1.1

   Subject to Clause 1.2, all Services of the Company whether gratuitous or not are undertaken subject to these Terms and Conditions (Terms) and not otherwise and:

   1. (a)

      The provisions of Part I shall apply to all Services.

   2. (b)

      The provisions of Part II shall only apply to the extent that the Services are provided by the Company as agents (which is the default position).

   3. (c)

      The provisions of Part III shall only apply to the extent that such Services are provided by the Company as principals.

2. 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 Terms, shall be paramount and prevail over these Terms to the extent that such provisions are inconsistent, but no further.

3. 1.3

   Subject to Clause 19.5, any variation, cancellation or waiver of these Terms (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 Terms.

4. 1.4

   These Terms do not affect any rights the Customer has under the Competition and Consumer Act or the Australian Consumer Law.

1. 2.1

   The Company does not itself own, operate, lease, clean, repair, certify, test, transport or physically control any ISO-Tank or container, depots, vehicles, vessels, terminals or other third-party infrastructure unless expressly agreed in writing.

2. 2.2

   Subject to Clause 2.3, the Company agrees to coordinate, arrange or facilitate the following on behalf of the Customer (the Services):

   1. (a)

      depot interface

   2. (b)

      transport coordination

   3. (c)

      cleaning/washing coordination

   4. (d)

      condition reporting

   5. (e)

      documentation support

   6. (f)

      import handling

   7. (g)

      export planning

   8. (h)

      subject to Clause 2.6, re-utilisation/reloading of ISO-Tanks for export shipments from Australia

   9. (i)

      empty tank repositioning

3. 2.3

   All Services are provided by the Company as agents for the Customer only, except in the following circumstances where the Company acts as principal in accordance with Part III of these Terms or as otherwise expressly agreed:

   1. (a)

      where the Company performs any carriage, handling or storage of Goods, but only to the extent that the carriage, handling or storage is performed by the Company itself and the Goods are in the actual custody and control of the Company; or

   2. (b)

      where, prior to the commencement of the carriage of Goods, the Customer in writing demands from the Company particulars of the identity, services, terms or charges of Persons instructed by the Company to perform part or all of the carriage, handling or storage, 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, handling or storage which the Company fails to give the particulars demanded; or

   3. (c)

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

   4. (d)

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

4. 2.4

   Without prejudice to the generality of Clause 2.3:

   1. (a)

      The Customer authorises the Company to procure as an agent on its behalf any services forming part of the Services or ancillary thereto for the purposes of performing these Services and expressly authorises the Company to enter into any such arrangements with third parties on any usual or reasonable or common or customary terms or any other terms that the Company considers reasonably necessary in order to procure the provision of any part of the Services and the Customer agrees to be bound by any such terms, notwithstanding that it was not given notice of any such terms before any such arrangement was entered into;

   2. (b)

      the charging by the Company of a fixed price for any Services whatsoever shall not in itself determine or be evidence that the Company is acting as an agent or a principal in respect of those Services;

   3. (c)

      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 the Goods;

   4. (d)

      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. Without limitation, for the purposes of this subclause, the identification of the Company as 'notify party' or agent, representative or contact of the Customer or Owner in any such contract of carriage or document evidencing the same is conclusive evidence that any such contract is between the Customer or Owner (and not the Company) and any such other Person;

   5. (e)

      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 providing any other services whatsoever for or on behalf of the Customer.

5. 2.5

   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 Services at its discretion. All Services are performed subject only to these Terms (and when applicable but subject to Clauses 1.2 and 29.6, the Terms on any bill of lading or seaway bill or air waybill issued by the Company as principal and Carrier).

6. 2.6

   ISO tank re-utilisation or reload services shall be subject to operational and commercial suitability, as solely determined by the Company. Such suitability will depend on, without limitation:

   1. (a)

      the approval of the tank owner/principal

   2. (b)

      compatibility of tank specifications

   3. (c)

      availability of complete prior cargo history

   4. (d)

      feasibility of cleaning

   5. (e)

      depot location

   6. (f)

      compliance with applicable regulatory requirements

   7. (g)

      product compatibility

   8. (h)

      availability of equipment

   9. (i)

      carrier acceptance

   10. (j)

       all necessary third-party approvals

In these Terms:

1. 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 by procuring or benefitting from the Services, accepts these Terms, not only for itself, but also as agent for and on behalf of the Owner.

2. 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 including the specifications of the Goods.

3. 4.3

   The Customer shall give sufficient, clear and executable Instructions to the Company.

4. 4.4

   The Customer warrants that the description and particulars of the Goods are complete and correct and that any consignment documentation provided to the Company is accurate.

5. 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.

6. 4.6

   The Customer warrants that it will ensure, so far as is reasonably practicable, the safety of any road transport performed for or on behalf of the Customer and that it will meet its obligations under the Heavy Vehicle National Law Chain of Responsibility provisions.

7. 4.7

   The Customer warrants that any Goods that are delivered to the Company or that are to be directly received by the Company are secured for road transport in accordance with the requirements of the Load Restraint Guide and properly packed for the relevant mode of transport.

8. 4.8

   The Customer warrants that a compliant and accurate container weight declaration will be supplied where the Customer is to provide the consignment documentation.

9. 4.9

   The Customer warrants that any VGM provided to the Company is accurate and complies with Marine Order 42, has been calculated in accordance with an approved method and undertakes that it will be supplied in time to be used in vessel planning.

1. 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.

2. 5.2

   If the Customer is in breach of Clause 5.1:

   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;

   2. (b)

      the Customer shall defend, indemnify and hold harmless the Company against all penalties, claims, damages, costs, legal costs and expenses whatsoever arising in connection therewith; and

   3. (c)

      the Company (or any other Person in whose custody the Goods may be) may, at the Company's sole discretion, have the Goods destroyed or otherwise dealt with (without compensation to the Customer or Owner or liability on the Company), without notice, and the Customer agrees to pay all costs and expenses related to the disposal or destruction of the Goods.

3. 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 or compensation to the Customer or Owner and without liability on the Customer) have the Goods destroyed or otherwise dealt with at the expense of the Customer or Owner.

4. 5.4

   The Customer undertakes not to tender for transportation any Goods which require temperature control without previously giving written notice to the Company of their nature and the particular temperature range to be maintained and, in the case of a temperature controlled Container packed or stuffed by or on behalf of the Customer, the Customer further undertakes that:

   1. (a)

      the Container has been properly pre-cooled or pre-heated as appropriate;

   2. (b)

      the Goods have been properly prepared, pre-cooled, packed or stuffed in the Container; and

   3. (c)

      the Container's thermostatic controls have been properly set by the Customer.

5. 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.

6. 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 Goods.

7. 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.

8. 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 and makes no representation or warranty that the Goods will arrive at any place by any particular time or purpose or to meet any particular market.

1. 6.1

   Insurance of the Goods is the responsibility of the Customer.

2. 6.2

   The Company shall not affect insurance on the Goods except upon receipt of express Instructions given in writing by the Customer and the Customer's written declaration as to the value of the Goods. All such insurances effected by the Company are subject to the usual exceptions and Terms of the policies of the insurer or underwriter taking the risk. At the discretion of the Company such insurance may name the Customer or owner as co-insured. In the event of any dispute in regard to indemnity under any such insurance policy for any reason whatsoever the Customer or other insured shall have recourse against the insurer or underwriter only and the Company shall have no liability or responsibility in relation to any such insurance policy.

1. 7.1

   The Customer and Owner shall defend, indemnify and hold harmless the Company against all liability, loss, damage, costs and expenses howsoever arising:

   1. (a)

      from the nature or misdeclaration of the Goods, other than to the extent caused by the Company's negligence,

   2. (b)

      out of the Company acting in accordance with the Customer's or Owner's Instructions, or

   3. (c)

      from a breach of warranty or obligation by the Customer or arising from any deliberate act, default, omission or the negligence of the Customer or Owner.

2. 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.

3. 7.3

   Advice and information, in whatever form it may be given, is provided by the Company for the Customer's exclusive use and benefit 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.

4. 7.4

   The Customer shall be liable for the loss, damage, contamination, soiling, delay, including detention or demurrage whether arising before, during and after the carriage of any property or equipment used in performing the Services of:

   1. (a)

      the Company (including, but not limited to, Containers);

   2. (b)

      the Company's servants, sub-contractors or agents;

   3. (c)

      independent contractors engaged by the Company for performance of part or all of the Services;

   4. (d)

      any Person; or

   5. (e)

      any vessel;

5. 7.5

   which is caused directly or indirectly by the Customer or Owner or any Person acting on behalf of either of them or for which the Customer is otherwise responsible, and the Customer undertakes to defend, indemnify and hold harmless the Company in respect of the same.

6. 7.6

   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 or had not been made.

7. 7.7

   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.

1. 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.

2. 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 these Terms, 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 and agents.

3. 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 Terms.

4. 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.

5. 8.5

   In this Clause 8, sub-contractors includes direct and indirect sub-contractors and their respective employees, servants and agents.

1. 9.1

   The Company is entitled to issue a tax invoice in respect of its Services. The Customer shall pay to the Company in cash, or as agreed, the invoiced amount payable in accordance with the terms of the tax invoice and these Terms and all other sums immediately when due without deduction or deferment on account of any claim, counterclaim or set-off. The Company shall under no circumstances be precluded from raising a debit or invoice in respect of any sums lawfully due to it, notwithstanding that a previous debit(s) or invoice(s) had been raised and whether or not any notice was given that further debits or invoices were to follow.

2. 9.2

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

   1. (a)

      shall remain responsible for these amounts; and

   2. (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.

3. 9.3

   On all accounts overdue to the Company, the Company shall be entitled without notice to charge default interest to be calculated at the rate 4 per cent above the base business overdraft interest rate of the Company's bank applicable during the periods that such amounts are overdue, for the period from the due date until the date of payment in full.

4. 9.4

   The charging by the Company of a fixed price for any Services whatsoever shall not in itself determine or be evidence that the Company is acting as an agent or a principal in respect of those Services. The Company shall under no circumstances be precluded from raising an invoice or debit in respect of any fee or disbursements lawfully due to it, notwithstanding that a previous invoice, debit or debits had been raised. Where any fixed price or amount charged by the Company is described as a disbursement (or similar expression), such amount will include the forwarder's handling and administration fee in respect of the same and the fee is not required to be separately stated or disclosed.

5. 9.5

   The Customer acknowledges that the Company has a pecuniary interest in all contracts entered into by it as the Customer's agent under these Terms and agrees that the Company may receive and retain all brokerages, commissions, allowances and other remunerations paid by the other party to the contract and customarily retained by or paid to forwarding agents, in addition to the charges and expenses invoiced to the Customer, and need not disclose to the Customer the nature or amount thereof.

6. 9.6

   The Company may charge by weight, measurement or value and may at any time reweigh, remeasure or revalue the Goods (or request same) and charge additional fees accordingly.

7. 9.7

   Unless otherwise stated, all charges quoted are exclusive of Goods and Services Tax (GST).

8. 9.8

   When foreign currency is involved, the exchange rate is adjusted by a currency exchange (CFX) uplift. The Company uses CFX to reduce its exposure to exchange rate fluctuations between the time of charges being invoiced and settled, and is currently set at 5% across the board. CFX is automatically applied when:

   1. (a)

      the charge is quoted in a foreign currency and invoiced in a local currency;

   2. (b)

      the charge is quoted in a foreign currency and invoiced in a foreign currency; and

   3. (c)

      the charge is quoted in a local currency and invoiced in a foreign currency.

9. 9.9

   This CFX exchange rate is the rate on the day the Goods are exported, as published in the Commonwealth of Australia's Gazette.

1. 10.1

   Unless otherwise agreed in writing, the Customer agrees that the Company shall be entitled to enter into contracts on behalf of itself or the Customer and without prior notice to the Customer in performing the Services, including:

   1. (a)

      for the carriage of Goods by any route, means or Person;

   2. (b)

      for the carriage of Goods of any description, whether containerised or not, on or under the deck of any vessel;

   3. (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;

   4. (d)

      for the carriage or storage of Goods in Containers or with other Goods of whatever nature;

   5. (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 Company's obligations or the Services.

2. 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, in its sole discretion, there is good reason to do so in the Customer's best interest.

3. 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 recommendations.

4. 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, or un-pack/re-pack any Containers at the Customer's costs and risk.

5. 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 is entitled to:

   1. (a)

      abandon the carriage of such Goods or to arrange and effect at the Company's sole discretion any 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

   2. (b)

      be reimbursed by the Customer for the cost of all such additional Incidental Matters and all such additional expense incurred as a result.

6. 10.6

   If the Company (or any Person whose services the Company makes use of) reasonably considers that the performance of the Services or the Company's obligations are likely to be affected by any hindrance, risk, delay, difficulty or disadvantage whatsoever, and that hindrance 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 sole risk and expense, place the Goods or any part of them at the Customer's or Owner's disposal at any place which the Company deems safe and convenient.

7. 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.

8. 10.8

   Where the Company exercises its rights and obligations under Clause 10.6, and places the Goods or any part of them at the Customer or Owner's disposal at any place, responsibility and liability of the Company in respect of the Goods shall thereupon cease absolutely.

9. 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 is not taken 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. 10.10

    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 dispose of:

    1. (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

    2. (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 laws and regulations.

11. 10.11

    Where the Company sells or disposes of the Goods pursuant to Clause 10.10 the Customer shall be liable and responsible for any costs and expenses of the sale or disposal and undertakes to reimburse the Company for all such costs and expenses.

12. 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 Customer.

13. 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 Terms or to recover from them any sums to be paid by the Customer which upon demand have not been paid.

14. 10.14

    The Company is committed to taking all steps, so far as is reasonably practicable, to ensure that any carriage of Goods is performed safely and in accordance with the Heavy Vehicle National Law Chain of Responsibility provisions. The Company shall be excused from performing any direction or Instruction by the Customer that might have the effect of contributing to a breach of the Heavy Vehicle National Law or preventing the Company from taking all steps that it considers to be necessary to prevent any breach of the Heavy Vehicle National Law or otherwise to comply with its duties under the Heavy Vehicle National Law.

15. 10.15

    The Company will not, under any circumstances or to any extent, be liable to the Customer or any other Person for any loss or damage whatsoever arising from any action or inaction of the Company, its officers, subcontractors, servants or agents reasonably undertaken or otherwise in order to comply with the Heavy Vehicle National Law.

16. 10.16

    In the event of a breach of Chain of Responsibility provisions by the Customer, the Company may refuse to comply with a Customer direction or Instruction or cease the provision of further Services to the Customer.

1. 11.1

   Particular and General Lien: From the time the Company, or its servants or agents, receive the Goods into its custody, the Company, its servants or agents shall have a particular and general lien on the Goods and any documents of title relating thereto and a right to sell the Goods whether by public or private sale or auction without notice, for any unpaid amounts for freight, demurrage, container detention charges, duty, fines, penalties, salvage, average of any kind whatsoever and for any and all debts, charges, expenses or any other sums due or which become due at any time from and owing by the Customer or the Customer's principals, servants or agents under this or any other agreement with the Company. In addition, the lien shall cover all the costs and expenses of exercising the lien, including the costs of a public or private sale or auction, including legal costs and administration costs. The lien and rights granted by this Clause 11.1 shall survive delivery of the Goods and the Company shall be entitled to retain the proceeds of sale of the Goods in respect of any outstanding amounts whatsoever referred to in this Clause. The Customer accepts that any sums due and owing by the Customer are secured debts and that any payment made to the Company in discharge of the Company's lien does not amount to a preference, priority or advantage in any manner or turn. The Company sells or otherwise disposes of such Goods pursuant to this Clause 11.1 as principal and not as agent and is not the trustee of the power of sale.

2. 11.2

   Continuing Security Interest: From the time the Company, or its servants or agents, receive the Goods into its custody, the Goods and any documents of title relating thereto, and all of the Customer's present and future rights in relation to the Goods and any documents of title relating thereto, are subject to a continuing security interest in favour of the Company for the payment of all amounts for freight, demurrage, container detention charges, duty, fines, penalties, salvage, average of any kind whatsoever and for any and all debts, charges, expenses or any other sums due and owing by the Customer or the Customer's principals, servants or agents under this or any other agreement with the Company. In addition, the continuing security interest shall cover all the costs and expenses of exercising the lien, including the costs of a public or private sale or auction, including legal costs and administration costs.

3. 11.3

   Custody and Possession: For the purposes of Clause 11 the Company shall be deemed to have custody and possession of the Goods whether the Goods are in the actual physical custody and possession of the Company or of any subcontractors, servants or agents, and whether or not the Company is in possession of any documents of title relating to the Goods. The Customer and the Company agree that the Company has possession of the Goods within the meaning of section 24 of the PPSA, even if the Goods are in the possession of the Company's subcontractors, servants or agents.

4. 11.4

   Registration of Security Interest: The Customer acknowledges that Company may, at the Customer's cost, register its security interest in the Goods, and all of the Customer's present and future rights in relation to the Goods, on the Personal Property Securities Register established under the PPSA.

5. 11.5

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

6. 11.6

   Contracting Out and Waiver:

   1. (a)

      The Company does not need to give any notice to the Customer or any other Person (including a notice of verification statement) unless the notice is required to be given by the PPSA and cannot be excluded.

   2. (b)

      The Customer and the Company agree pursuant to section 115 of the PPSA that Sections 125, 142 and 143 of the PPSA do not apply to these Terms.

   3. (c)

      The Customer, pursuant to section 115 of the PPSA, waives its right to receive any notice, details or other document from the Company under Sections 95, 121(4), 130, 132(3)(d), 132(4) and 135 of the PPSA.

7. 11.7

   Customer's Obligations: The Customer must not:

   1. (a)

      permit to subsist any other security interest in relation to the Goods which would rank ahead of the Company's interest; or

   2. (b)

      except in the normal course of business, sell, lease or dispose of, or permit the sale, lease or disposal of, the Goods.

8. 11.8

   Company's Rights: In addition to any rights the Company has under the PPSA, the Customer irrevocably authorises the Company, as the Customer's agent, and to the extent permitted by law, to enter into the premises where the Goods are stored, subject to those premises being occupied and/or owned by the Customer and with reasonable notice, for the purposes of recovering the Goods while any amount owing remains outstanding by the Customer to the Company. The Company must exercise reasonable care and is not responsible for any damage except to the extent that such damage is caused by its own negligence or unlawful conduct. The Goods will be held by the Company, at the Customer's costs and risk, until all amounts owing have been paid by the Customer.

9. 11.9

   Confidentiality: The Customer and the Company agree not to disclose information of the kind mentioned in Section 275(1) of the PPSA, except in circumstances required by Sections 275(7)(b) to (e) of the PPSA. The Customer agrees that it will only authorise the disclosure of information under Section 275(7)(c), or request information under Section 275(7)(d), unless the Company approves. Nothing in this Clause 11.9 will prevent any disclosure by the Company that it believes is necessary to comply with its other obligations under the PPSA or any other law.

1. 12.1

   If a Container has not been packed or stuffed by the Company, the Company shall not be liable for loss of or damage to the contents if caused by:

   1. (a)

      the manner in which the Container has been packed or stuffed;

   2. (b)

      the unsuitability of the contents for carriage in Containers unless the Company has approved the suitability;

   3. (c)

      the unsuitability or defective condition of the Container (where supplied by or on behalf of the Company, only if it arose without negligence on the part of the Company, would have been apparent upon reasonable inspection by the Customer or Owner, or arose from the Container not being sealed at the commencement of carriage except where the Company agreed to seal it); or

   4. (d)

      the unsuitability or defective condition of the flexibag (where fitted by or on behalf of the Company, subject to the same three qualifications as above).

2. 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.

3. 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 quality.

4. 12.4

   The Customer agrees to indemnify and keep indemnified the Company for all hire and other charges charged for the Customer's use of any Container provided by the Company, and for any costs incurred by the Company for the cleaning of any Container and/or any repair to damage.

1. 13.1

   The Company is authorised to deliver the Goods at the address given to it by the Customer in accordance with the Customer's Instructions.

2. 13.2

   The Company is deemed to have satisfied its delivery obligations under these Terms if the Company delivers the Goods to the address given by the Customer and obtains from a Person at that address a receipt or a signed delivery docket.

3. 13.3

   In the event of the Customer or consignee refusing to take delivery, or not being able to take delivery of the Goods, or the Goods being unable to be delivered for any other reason, the Company is authorised, at the Company's absolute discretion and at the Customer's sole expense and risk and without liability to the Company, to deal with the Goods as the Company deems appropriate and necessary, including storing or disposing of the Goods or returning them to the Customer or the Person entitled to collect the Goods.

1. 14.1

   Except where otherwise provided in these Terms, the Company shall not be liable for any loss or damage (including Consequential Loss) whatsoever arising from:

   1. (a)

      the act or omission of the Customer or Owner or any Person acting on their behalf;

   2. (b)

      compliance with the Instructions given to the Company by the Customer, Owner or any other Person entitled to give them;

   3. (c)

      insufficiency of the packing or labelling of the Goods, except where such service has been provided as a Service by the Company;

   4. (d)

      handling, loading, stowage or unloading of the Goods by the Customer or Owner or any Person acting on their behalf;

   5. (e)

      inherent vice of the Goods;

   6. (f)

      riots, civil commotions, strikes, lockouts, stoppage or restraint of labour from whatsoever cause;

   7. (g)

      fire, flood, storm, explosion or theft;

   8. (h)

      any Force Majeure Event; or

   9. (i)

      any other cause which the Company could not avoid and the consequences whereof it could not prevent by the exercise of reasonable due diligence.

2. 14.2

   Subject to Clause 5.8, the Company shall not be liable for loss or damage howsoever caused (whether or not direct, indirect or Consequential Loss) to property other than the Goods themselves and shall not be liable for any Consequential Loss or pure economic loss (or similar claim), delay or deviation howsoever arising.

1. 15.1

   Except in so far as otherwise provided by these Terms and without waiver of any other clause under these Terms, the liability of the Company, howsoever arising, shall not exceed the following:

   1. (a)

      in respect of all claims other than those subject to the provisions of Clause 15.5, whichever is the lesser of the value of the Goods, or the equivalent of US$2.00 per gross kilogram of the Goods in the currency of the loss or damage (the exchange rate being the rate as at the date of delivery of the Goods) lost, damaged, misdirected, misdelivered or in respect of which a claim arises;

   2. (b)

      in respect of claims for delay where not excluded by the provisions of these Terms, the amount of the Company's charges in respect of the Goods delayed.

2. 15.2

   The limitation of liability referred to in Clause 15 shall apply notwithstanding that the cause of the loss or damage is unexplained or undeterminable.

3. 15.3

   The value of the Goods referred to in Clause 15.1(a) shall be calculated by reference to the invoice value of the Goods plus freight and insurance if paid, or if there is no invoice, the value for the Goods at the place and time when they were delivered to the Customer or Owner or should have been delivered.

4. 15.4

   The value of the Goods shall be fixed according to the current market price, or, if there is no commodity exchange price or current market price, by reference to the normal value of goods of the same kind and quality.

5. 15.5

   If agreed in writing prior to receipt of the Goods, the Company may accept liability in excess of the limits set out in these Terms 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.

6. 15.6

   Unless agreed in writing prior to receipt of the Goods, 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 deliver 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.

7. 15.7

   To the extent that any liability of the Company arising out of any breach of any right or guarantee the Customer may have under the Competition and Consumer Act and the Australian Consumer Law, or comparable legislation in each of the States and Territories of Australia, is not able to be excluded or limited in accordance with the other clauses of these Terms, the liability of the Company is limited to any of the following as determined by the Company:

   1. (a)

      in the case of any Goods provided by the Company: the replacement of the Goods or the supply of equivalent Goods; the repair of the Goods; the payment of the cost of replacing the Goods or of acquiring equivalent Goods; or the payment of the cost of having the Goods repaired;

   2. (b)

      in the case of any Services provided by the Company: the supplying of the Services again; or the payment of the cost of having the Services supplied again.

1. 16.1

   The Company shall be discharged from all liability whatsoever in respect of the Goods or any Services provided by the Company unless:

   1. (a)

      notice of any claim is received by the Company or its agent in writing within 14 days after the date specified in Clause 16.2, or within 14 days if the Customer proves that it was impossible to so notify; and

   2. (b)

      suit is brought in the proper forum and written notice thereof received by the Company within nine (9) months after the date specified in Clause 16.2.

2. 16.2

   For the purposes of Clause 16.1, the applicable dates are:

   1. (a)

      in the case of loss or damage to the Goods, the date of delivery of the Goods or Services were completed,

   2. (b)

      in the case of delay or non-delivery of the Goods, the date that the Goods should have been delivered,

   3. (c)

      in any other case, the event giving rise to the claim.

1. 17.1

   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 General Average security as may be required by the Company in this connection.

1. 18.1

   The Company is not a customs broker and does not hold itself out as such. At the Customer's written request, the Company can arrange customs brokering services on behalf of the Customer as agent in respect of or relating to all customs requirements, taxes, licenses, consular documents, certificates of origin, inspection, certificates and other similar services.

2. 18.2

   If the Company does provide services in respect of or relating to customs requirements as specified in Clause 18.1, it is done strictly on the following Terms:

   1. (a)

      the Customer authorises the Company as an agent on behalf of the Customer to engage a licenced customs broker (on their usual terms) to perform those services;

   2. (b)

      the Customer authorises the Company to provide all information reasonably required by the customs broker and/or relevant Authority to those requesting parties; and

   3. (c)

      the Customer will sign any letter of authority as required by the customs broker to perform those services in a timely manner to assist the Company.

3. 18.3

   Failure by the Customer to provide timely authorisations, information or otherwise which causes a delay in clearance of the Goods and the consequences arising from that (financial or otherwise) will be solely for the Customer's account.

1. 19.1

   Notice: any notice served by post shall be deemed to have been received at 9:00am on the sixth business day after posting (Australia to Australia by regular post), the tenth business day (Australia to overseas by airmail), or the twelfth business day (from overseas by airmail). Any notice sent by email or facsimile shall be deemed delivered when sent (email, unless a delivery-failure notification is received within 24 hours) or when the sender's facsimile system confirms transmission (unless the recipient advises otherwise within four business hours).

2. 19.2

   Defences and Limits of Liability: The defences and limits of liability provided in these Terms shall apply in any action against the Company whether founded in contract or in tort or howsoever otherwise founded.

3. 19.3

   Legislation: If these Terms are held to be subject to the laws of the Commonwealth of Australia or of any particular State or Territory then these Terms shall continue to apply and shall be void only to the extent that they are inconsistent with or repugnant to those laws and no further. If any other legislation is compulsorily applicable, these Terms shall be read as subject to such legislation without increasing the Company's responsibilities or liabilities, and any repugnant part shall be over-ridden to that extent and no further.

4. 19.4

   Interpretation: headings and bold or italicised type are for indicative purposes only; the singular includes the plural and vice versa; a gender includes all other genders; references to a thing include a part of that thing; references to a clause, party, annexure, exhibit or schedule are references within these Terms; the words 'include', 'including', 'for example' and similar expressions do not limit what else is included and are to be read as if followed by 'without limitation'; a reference to a day runs from midnight to midnight; and where an act or event must be performed by a specified day but occurs after 5:00pm on that day, it is taken to have occurred on the next day.

5. 19.5

   Changes to these Terms: The Company may amend these Terms at any time by written notice to the Customer. The amended Terms will apply to any order for Services placed by the Customer after the date the Company notifies the Customer of the amendment, to any order accepted via a quote referring to the amended Terms, and, in relation to Services provided on an ongoing basis, 30 days after the date the Company notifies the Customer that the Terms have been amended.

1. 20.1

   These Terms 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 of Victoria, 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 and no other Court.

1. 21.1

   If at any time any provision of these Terms is or becomes or is held to be void, illegal, invalid or unenforceable in any respect under the law of any jurisdiction, that provision is to be read down so as to be enforceable, valid and legal. If this is not possible, the clause (or where possible, the offending part) is to be severed from this document without affecting the enforceability, validity or legality of the remaining clauses, which will continue in full force and effect.

1. 22.1

   If the Customer enters into these Terms as trustee for any trust (Trust) then, whether or not explicitly identified as doing so, the Customer warrants and agrees that:

   1. (a)

      the Customer is bound both personally and in its capacity as trustee of the Trust;

   2. (b)

      the Customer is the sole trustee of the Trust and will not during the term of these Terms resign that office or appoint a new or additional trustee of the Trust nor cause the Trust to vest;

   3. (c)

      it has entered into these Terms for the purposes and benefit of the Trust and has obtained the consent or approval of any Person which is needed to ensure that the property of the Trust is bound upon execution of these Terms;

   4. (d)

      it has the power under the relevant trust deed (Trust Deed) to enter into these Terms, undertake the obligations and liabilities contemplated by these Terms and apply the assets of the Trust in satisfaction of any money payable under these Terms;

   5. (e)

      it has an unrestricted right to be fully indemnified by the assets of the Trust;

   6. (f)

      it will not cause or suffer the Trust Deed to be varied in any respect without prior consent of the Company; and

   7. (g)

      it will provide a copy of the Trust Deed to the Company upon request.

2. 22.2

   The Customer acknowledges that, in entering into these Terms, the Company has relied on the warranties set out in Clause 22.1.

1. 23.1

   Failure to exercise or enforce or a delay in exercising or enforcing or the partial exercise or enforcement of any right, power or remedy provided by law or under these Terms by any party will not in any way preclude, or operate as a waiver of, any exercise or enforcement, or further exercise or enforcement, of that or any other right, power or remedy.

2. 23.2

   Any waiver or consent given by any party under these Terms will only be effective and binding on that party if it is given or confirmed in writing by that party.

3. 23.3

   No waiver of a breach of any term of these Terms will operate as a waiver of another breach of that term or of a breach of any other term of these Terms.

1. 24.1

   Both the Company and the Customer are aware of, understand and shall comply at all times with all applicable anti-bribery laws, anti-money laundering legislation, and regulations, as in force from time to time. Neither party will, directly or indirectly, either in private business dealings or in dealings with the public sector, offer, give or agree to offer or give any payments or gifts with respect to any matters which are the subject of these Terms, which:

   1. (a)

      would violate any anti-corruption laws or regulations;

   2. (b)

      is intended to, or does, influence or reward any person for acting in breach of an expectation of good faith, impartiality or trust, or which it would otherwise be improper for the recipient to accept;

   3. (c)

      is made to or for a public official with the intention of influencing them and obtaining or retaining an advantage in the conduct of business; or

   4. (d)

      which a reasonable person would otherwise consider to be unethical, illegal or improper.

1. 25.1

   General Obligations. The Customer will:

   1. (a)

      comply with all applicable Laws relating to Modern Slavery, including the Modern Slavery Act 2018 (Cth);

   2. (b)

      continue to take reasonable steps to prevent Modern Slavery being connected to the Customer's business and supply chains, and has, and shall maintain and enforce, adequate policies and procedures (including due diligence procedures) to that end; and

   3. (c)

      notify the Company as soon as it becomes aware of any actual or suspected Modern Slavery in a supply chain which has a connection with these Terms, including any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body into an instance of Modern Slavery.

2. 25.2

   Additional Obligations. Modern Slavery Practices means all conduct or practices that constitute an offence under Divisions 270 and 271 of the Commonwealth Criminal Code (or that would constitute an offence if occurring in Australia) including slavery, servitude, the worst forms of child labour, forced labour, human trafficking, debt bondage, slavery-like practices, forced marriage and deceptive recruiting for labour services. Personnel means any officer, employee, supplier, subcontractor or agent involved in the performance of these Terms. The Customer must:

   1. (a)

      take reasonable steps to identify, assess and address risks of Modern Slavery Practices in the operations and supply chains used in the performance of these Terms;

   2. (b)

      ensure Personnel responsible for managing the operations and supply chains used under these Terms have undertaken suitable training to be able to identify and report Modern Slavery;

   3. (c)

      if it becomes aware of Modern Slavery Practices in the operations and supply chains used under these Terms, as soon as reasonably practicable take all reasonable action to address or remove these practices (including addressing practices of other entities in its supply chains) and take all reasonable steps to remediate any adverse impacts caused or contributed to by the Customer, in accordance with the UN Guiding Principles on Business and Human Rights;

   4. (d)

      not require Personnel to pay fees, charges, expenses or financial obligations incurred in order to secure their employment or placement, regardless of the manner, timing or location of the imposition or collection of these fees; not destroy or exclusively possess the travel or identity documents of Personnel; and ensure Personnel can access a grievance mechanism to safely report any instances of Modern Slavery in the operations and supply chains used by the Customer under these Terms.

1. 26.1

   Notwithstanding anything to the contrary in these Terms: nothing in these Terms is intended to induce or require either party to act in any manner which is inconsistent with, penalised or prohibited under any laws, regulations, decrees, ordinances, orders, demands, requests, rules or requirements of Australia, Canada or the United States of America (USA) relating to international boycotts of any type; and neither party shall be obliged to perform any obligation otherwise required by these Terms if this would be in violation of, inconsistent with, or expose such party to punitive measures under, any laws, regulations, decrees, ordinances, orders, demands, requests, rules or requirements of Australia, USA, or Canada relating to trade sanctions, foreign trade controls, export controls, non-proliferation, anti-terrorism and similar laws (the Trade Restrictions).

2. 26.2

   Where any performance by a party would be in violation of, inconsistent with, or expose such party to punitive measures under, the Trade Restrictions, such party (the Affected Party) shall, as soon as reasonably practicable, give written notice to the other party of its inability to perform. Once such notice has been given the Affected Party shall be entitled:

   1. (a)

      immediately to suspend the affected obligation (whether payment or performance) until such time as the Affected Party may lawfully discharge such obligation; and/or

   2. (b)

      where the inability to discharge the obligation continues (or is reasonably expected to continue) until the end of the contractual time for discharge thereof, to a full release from the affected obligation, provided that where the relevant obligation relates to payment for goods already delivered, the affected payment obligation shall remain suspended until such time as the Affected Party may lawfully resume payment; and/or

   3. (c)

      where the obligation affected is acceptance of a vessel, to require the other party to nominate an alternative vessel;

3. 26.3

   in each case without any liability whatsoever (including but not limited to any damages for breach of contract, penalties, costs, fees and expenses).

4. 26.4

   Nothing in this Clause 26 shall be taken to limit or prevent the operation, where available under the governing law of these Terms, of any other applicable relief.

1. 27.1

   To the extent that the Company acts as an agent for the Customer, the Company does not make or purport to make any contract with the Customer for the carriage, storage or handling of the Goods or Containers nor for any other service or goods in relation to them and at all times acts solely on behalf of the Customer in securing such services and goods by establishing contracts with third parties so that direct contractual relationships are established between the Customer and such third parties.

2. 27.2

   The Company shall not be liable for the acts and omissions of third parties referred to in Clause 27.1 in relation to the goods and services provided by third parties.

3. 27.3

   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 that are related or ancillary to the services requested.

4. 27.4

   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 on behalf of the Customer in the procurement of the Customer's requirements in accordance with Clause 27.1.

1. 28.1

   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.

1. 29.1

   Where the Company contracts as principal for the performance of the Customer's Instructions, the Company undertakes to perform the Services, or in its own name to procure the performance of the Customer's Instructions and, subject to the provisions of these Terms, 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 delivery to the Customer.

2. 29.2

   Where the Company contracts as a principal and sub-contracts the performance of the Company's Services, and 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.

3. 29.3

   Notwithstanding other provisions in these Terms, 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 that cannot be departed from by private contract to the detriment of the Company, and that would have applied if the Company 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.

4. 29.4

   Notwithstanding other provisions in these Terms, 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 29.2 do not apply, the Company's liability shall be determined by the Hague-Visby Rules, construed as if references to carriage by sea included carriage by inland waterways.

5. 29.5

   Notwithstanding the provisions of Clauses 29.1, 29.2 and 29.3, but subject to Clause 29.4, 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.

6. 29.6

   In the event of any inconsistency between these Terms and the Terms of any bill of lading, sea waybill or air waybill issued by or on behalf of the Company as principal and as carrier, the conditions of any such bill of lading, sea waybill or air waybill shall prevail to the extent of such inconsistency but no further.

1. 30.1

   The latest version of the Both-to-Blame Collision Clause as recommended by the Baltic and International Maritime Council (BIMCO) as at the time of the provision of Services is incorporated into and forms part of these Terms.

1. 31.1

   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 does not guarantee the fulfilment of such carrier's obligations under their contracts and tariffs.

2. 31.2

   If and to the extent that the provisions of the Harter Act of 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 Terms. If such provisions are found to be invalid, such responsibility shall be determined by the provisions in the US Carriage of Goods by Sea Act 1936.

3. 31.3

   If and to the extent that the provisions of the Regulations made pursuant to the Carriage of Goods by Sea Act 1991 (Cth) (as amended) 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, the Company's responsibility shall be determined by these Terms. If such provisions are found to be invalid, such responsibility shall be determined by the provisions of the Carriage of Goods by Sea Act 1991 (Cth).

4. 31.4

   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 Terms shall be read subject to the provisions of the Hamburg Rules and any term of these Terms that is repugnant to the Hamburg Rules shall be void to the extent of such repugnancy but no further.

1. 32.1

   Where the Company acts as a principal in respect of a carriage of Goods by air, notice is hereby given that if the carriage involves an ultimate destination or stop in a country other than the country of departure, the Montreal Convention may be applicable and that 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 the carrier's timetables as scheduled stopping places for the route. The address of the first carrier is the airport of departure.

2. 32.2

   Notwithstanding any other provision of these Terms, 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 Montreal Convention.

1. 33.1

   If the Customer is a Consumer, or these Terms are held to be a Consumer Contract or Small Business Contract:

   1. (a)

      Clause 4 is modified so that the Customer is not required to indemnify the Company to the extent that the loss or damage was directly caused by, or in connection with, a negligent, unlawful, or wilful act or omission by the Company or its employees, agents and subcontractors;

   2. (b)

      Clause 8 is modified, so that the Customer may make a claim against or impose liability upon any subcontractor, and is not required to indemnify the Company from and against any loss to the extent that the claim, liability or loss was directly caused by, or in connection with, a negligent, unlawful, or wilful act or omission by the subcontractor;

   3. (c)

      Clause 11.1 is modified so that the Company may only exercise its right of sale under a lien over Goods after the Company has given 21 days' notice in writing to the Customer of its intention to do so;

   4. (d)

      Clause 14.1 is modified so that the Company's liability is not excluded to the extent that the loss or damage was directly caused by or in connection with a negligent, unlawful, or wilful act or omission by the Company or its employees, agents and subcontractors;

   5. (e)

      Clause 15 is modified so that the Company's liability is limited to the lesser of the actual loss suffered by the Customer or the value of the Goods at the time the Goods were received by the Company;

   6. (f)

      Clause 16 does not apply, and without limitation to any other clause in these Terms, the Company will be discharged from liability in relation to any claim where the loss to the Customer results from the act of a subcontractor and the Customer does not make its claim against the Company within a period reasonably sufficient to allow the Company to make a corresponding claim against the subcontractor within any applicable time limitation period, or in all other cases, where the Customer does not make its claim within one (1) year from the earlier of the delivery of the Goods, the date the Goods should have been delivered (if not delivered), or the time of the event giving rise to the claim (where it does not relate to loss or damage to Goods).