Terms & Conditions
In this Agreement-
'ACL' means the Australian Consumer Law Schedule of the Competition and Consumer Act 2010 (Cth) as amended.
'Agreement' means this Agreement.
'Claim' means any allegation by the Customer against IQ Logistics or any Subcontracting Freight Provider in respect of loss or damage said to have arisen directly or indirectly out of the provision of, or failure to provide, the Freight or Brokering Services.
'Customer' means the party named in the schedule, or, if no party is named, the party to whom IQ Logistics provides this Agreement.
'Dangerous Goods' means any Goods which are or may become volatile, explosive, hazardous, inflammable, damaging, offensive or which are or may become liable to damage any person or property.
'Freight Services' means any transport, delivery or related services.
'Goods' means any property which is the subject of Freight Services.
'GSV means the Goods and Services Tax as defined in A New Tax System (Goods and Services Act) 1999(Cth) as amended.
'IQ Logistics' means IQ Logistics Pty Ltd, ACN 158 387 869.
'IQ Logistics Web Site' means the Web Site operated by IQ Logistics to market Freight Services.
'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.
'Perishable Goods' means goods which by reason of their nature are likely to spoil or deteriorate in a period of less than 14 days if not stored in artificial conditions.
'Refrigerated Transport' means the transport of goods in circumstanceswhere the delivery vehicle artificially alters the temperature within the vehicle.
'Schedule' means the schedule on the front page of or attached to this Agreement.
'Subcontracting Freight Provider' means any third party to whom IQ Logistics sub-contracts the provision of Freight Services to.
'Site' means any location which the Customer requests that Goods be delivered to or collected from.
Words and phrases, other than those specifically defined in this clause, shall be interpreted to the extent possible in accordance with the meaning defined in the Macquarie Dictionary
2. Acceptance of Agreement
The Customer may enter into this Agreement with IQ Logistics by either-
a) Signing a copy of the Agreement;
b) Acknowledging (whether electronically or otherwise) having read the agreement; or
c) Dealing with IQ Logistics after having had access to a copy of this agreement
3. Entire Agreement
a) These terms shall constitute a full and complete swtatement of the Agreement between IQ Logistics and the Customer and no variations or modifications of any term of the Agreement shall be binding unless agreed to in writing by IQ Logistics.
b) IQ Logistics may vary or amend these terms by written notice to the Customer at any time. Any variations so made will only apply to orders placed by the Customer for Services after the time that the variation has been bought to the Customer's notice, with such notice being demed to have occurred if IQ Logistics sends the notice to any customer address (whether email or otherwise) listed in the schedule.
4. Term of Agreement
This Agreement shall cover all dealings between the parties until it is replaced by an alternate written Agreement or is terminated in accordance with its terms
5. Provision of freight services
IQ Logistics offers a freight Services business and in doing so may from time to time arrange Freight Services for the Customer subject to these terms and conditions. The Customer acknowledges that IQ Logistics generally uses Sub-Contracting Freight Providers to deliver the Freight Services to the Customer and hereby consents to the Freight Services being provided by such Sub-Contracting Freight Providers arranged by IQ Logistics at its absolute discretion. For the avoidance of doubt the Customer shall not be entitled to dictate the identity of the Sub-Contracting Freight Provider to be used or to seek to veto the use of any particular Sub-Contracting Freight Provider.
6. Booking Freight Services
Should the Customer wish to book Freight Services then it shall do so following the instructions set out on the IQ Logistics Web Site, or such other method as may be advised by IQ Logistics to the Customer from time to time.
7. Payment for freight services
a) Payment by the Customer to the Freight Provider shall at all times be made via IQ Logistics and under no circumstances shall the Customer make payment to the Freight Provider direct.
b) The terms of payment shall be as set out in item 5 of the schedule save that IQ Logistics shall be free at any time, at its sole discretion, to revoke payment terms in regard to any future orders and require payment in advance of supply of further Services.
c) Should the schedule be silent as to terms of payment then payment shall be made in advance of delivery of any Services.
d) Payment by cheque is not deemed to have been made unless and until the proceeds of the cheque have cleared.
e) Unless otherwise stated quotes for Freight Services are exclusive of GST and any other applicable taxes or duties. In addition to the price for the Freight Services the Customer shall also pay any applicable GST, taxes or duties.
f) Any quotation provided by IQ Logistics to the Customer shall be valid only for 48 hours from the time it was made and may be withdrawn at any time by IQ Logistics within that 24 hour period.
g) In respect of payments required to be made by the Customer under this agreement time shall be of the essence.
h) Interest shall be payable on any amounts outstanding outside payment terms by the Customer to IQ Logistics at the rate of 2% over and above the rate applicable from time to time under the Penalty Interest Rates Act 1983 (Vic)
i) The Customer hereby indemnifies IQ Logistics in repsect of any costs incurred by IQ Logistics (including legal costs on a solicitor/client basis) as a result of any breach of this agreement by the Customer, including any breach of terms of payment for Products or Services. Such costs include but are not limited to the costs of any demands made of the Customer to remedy any breach, and any legal proceedings to recover unpaid money.
a) The Customer must provide suitable and practical means of access to the Site and ensure that the Site is suitable to allow the efficient and safe delivery or collection of Goods.
b) The Customer warrants that it is the owner of the Site, or, if it is not, that it is properly authorised to allow the Goods to be collected from or delivered to the Site.
c) At no time does IQ Logistics take or accept any responsibility for the Site and all risk and liability in and relating to the Site remains with the Customer at all times.
9. Refrigerated Transport
In the event that the Customer requires Refrigerated Transport then the Customer agrees and acknoledges that-
a) it is not possible in any case for Goods to be kept at a single, precise temperature and that fluctuations in temperature will occur; and
b) if the Customer requires Goods to be transported within a particular temperature range it shall notify IQ Logistics of the desired range, in writing, prior to the provision of the Services following which IQ Logistics will advise whether the Customer's needs can be met.
10. Dangerous Goods
Should the Customer require the provision of Freight Services in respect of Dangerous Goods then at the time of requesting the Services the Customer must provide to IQ Logistics and any Sub-Contracting Freight Provider full and detailed written statement setting out -
a) The nature of the Goods and the quality that renders them dangerous;
b) Any risks associated with dealing with the Goods; and
c) Any precautions which ought to be taken in respect of the Goods.
11. Customer's Warranties
The Customer warrants and agrees that in respect of any Freight Services it requests-
a) The Goods, having regard to their nature, will be packaged appropriately for bulk road transport. In particular it acknowledges that the Goods will be subject to the normal knocks, shocks and vibration assocated with such transport and warrants the the packaging of the Goods will be such that those knocks, shocks and vibrations shall not in any way damage the Goods.
b) It has or will have complied with all laws relating to the nature, handling, packaging, labelling or posseession of the Goods;
c) The Customer is the owner of the Goods or, if it is not, that it is lawfully authorised by the owner of the Goods, or any other party with an interest in the Goods, to engage IQ Logistics to provide Freight Services in respect to the Goods; and
No representation outside the terms set out herein have been relied upon by the Customer in engaging IQ Logistics to provide Freight Services.
12. Customer's Indemnity
The Customer indemnifies IQ Logistics against all claims, demands, losses or damage of whatsoever nature arising directly or indirectly from any breach of this Agreement by the Customer.
13. Director's Guarantee
In the event that the Customer is an incorporated entity it agrees that it will, if called upon at any time by IQ Logistics to do so, procure from any one or more of its directors (as required by IQ Logistics) a personal guarantee of the Customer's obligations pursuant to this Agreement in a form acceptable to IQ Logistics, with such guarantee to cover both future liabilities and any liabilities of the customer to IQ Logistics which predate the signing of the guarantee.
14. Risk and Insurance
IQ Logistics will not be obliged or assumed to have taken out any policy of insurance whatsoever in respect of the Goods and any insurance required by the Customer must be taken out by the Customer at its initiative.
Any claim by the Customer must be presented to IQ Logistics in writing within-
a) In the case of Perishable Goods, 24 hours; or
b) In the case of non-Perishable Goods, 14 days
of the date of the delivery of any Services the subject of the claim, failing which the Customer will be deemed to be satisfied with the provision of the Services.
16. Australian Consumer Law
If IQ Logistics is liable for a breach of a guarantee implied by the ACL in respect to the provision of the Services and those Services are not of a kind ordinarily acquired for personal, domestic or household use or consumption, its liability to the Customer will be limited to-
a) The supplying of the services again; or
b) The payment of the costs of having the services supplied again.
17. Force Majeure
IQ Logistics shall not be liable in any manner whatsoever to the extent it has been prevented from performing any obligation under this Agreement by reason of matters beyond its control, including without limitation-
a) Inability to source Subcontracting Freight Providers;
b) Acts of God, accidents or machinery breakdown;
c) Acts or threats of terrorism or war; or
d) Industrial disputes or strikes;
18. Termination on notice
Either party may terminate this Agreement by giving the other party 30 days' notice of its intention to do so.
19. Immediate termination of agreement
IQ Logistics may terminate this Agreement immediately by giving written notice to the Customer if the Customer:
a) goes into liquidation;
b) has an administrator or a receiver to its property or assets appointed;
c) is made bankrupt;
d) materially breaches its 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
e) engages in any conduct (which includes any conduct by employees of the Customer) which in the opinion of IQ Logistics is or might be damaging to the repuation of IQ Logistics.
20. Effect of termination
The termination of this Agreement for whatever reason shall not in any way affect any rights or responsibilities accruing prior to the termination taking effect and IQ Logistics' rights in the event of default (including the ongoing accrual of itnerest and the right to indemnity for costs) shall continue beyond any termination.
21. Relationship of parties
Nothing in this Agreement shall give rise to a partnership or relationship of employment between the parties.
Any failure or delay by IQ Logistics 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 its exercise in the future of the exercise of any other power or right. A waiver is not effective unless it is in writing.
23. Reading down of Agreement
If a clause in this Agreement is void or otherwise unenforcable 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.
This Agreement shall be governed by the laws of the state of Victoria.