1. Definitions

1.1 “Business Day” means any day on which banks are open for business in Queensland, Australia excluding weekends and public holidays.

1.2 “Chain of Responsibility Laws” means all applicable heavy vehicle, road safety and transport compliance laws including the Heavy Vehicle National Law.

1.3 “Company” means New Way Logistics Pty Ltd (ABN 34 642 324 696), including its related bodies corporate, subsidiaries, successors, assigns, directors, officers, employees, agents, contractors and subcontractors.

1.4 “Consequential Loss” includes indirect loss, economic loss, loss of profit, business interruption, delayed delivery loss, loss of contract, loss of goodwill and all punitive or exemplary damages.

1.5 “Container” means any shipping container, trailer, palletised freight unit or transport unit delivered to the Company for unloading, storage or handling.

1.6 “Customer” means any individual, company, corporation, partnership, trust, association or other legal entity requesting, instructing, booking or receiving Services from the Company, including consignors, consignees, owners of Goods, receivers and any person acting on their behalf.

1.7 “Dangerous Goods” means any hazardous, flammable, explosive, toxic, corrosive, radioactive, infectious, environmentally harmful, temperature-sensitive or otherwise regulated goods.

1.8 “Declared Value” means the written value of Goods declared by the Customer before the Company accepts the Goods.

1.9 “Goods” means all cargo, freight, pallets, containers, stock, inventory, products, materials, equipment, documents and all other property accepted, handled, stored, packed, unpacked, transported or otherwise dealt with by the Company.

1.10 “GST” means Goods and Services Tax under the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

1.11 “PPSA” means the Personal Property Securities Act 2009 (Cth).

1.12 “PPSR” means the Personal Property Securities Register.

1.13 “Prohibited Goods” means illegal tobacco, illicit drugs, undeclared cigarettes, weapons, firearms, counterfeit goods, prohibited imports, sanctioned goods, stolen goods, unlawful goods, live animals and any goods prohibited by law.

1.14 “Services” means warehousing, pallet storage, container unloading, pick and pack, inventory management, stock handling, local transport, delivery coordination, distribution services, third-party logistics services (3PL), cross-docking and associated warehouse and logistics services.

2. Nature of Services

2.1 The Company provides warehousing, and third-party logistics services only.

2.2 The Company is not a common carrier and accepts no liability as a common carrier.

3. Operating Hours

3.1 Standard operating hours are Monday to Friday from 8:00am to 4:00pm excluding public holidays unless otherwise agreed in writing.

3.2 Services outside standard operating hours including weekends, urgent unloading, overtime loading, emergency dispatch and public holiday services will incur additional labour recovery charges.

3.3 Overtime labour charges apply regardless of whether the overtime arises from Customer request, Customer delay or site restrictions.

4. Customer Warranties

4.1 The Customer warrants it is the legal owner of the Goods or has full authority to deal with them.

4.2 The Customer warrants all Goods are lawful, suitable for storage and transport and properly packed, secured and labelled.

4.3 The Customer warrants all descriptions, pallet counts, dimensions, product details and delivery instructions are accurate and complete.

4.4 The Customer warrants all collection and delivery locations are safe, lawful and reasonably accessible.

4.5 The Customer warrants compliance with all Chain of Responsibility Laws.

4.6 The Customer indemnifies the Company against all losses arising from any breach of these warranties.

5. Dangerous Goods and Prohibited Goods

5.1 Dangerous Goods must be declared in writing before acceptance and must include all required labels, permits and   documentation.

5.2 The Company reserves the right to refuse Dangerous Goods.

5.3 The Company does not accept Prohibited Goods under any circumstances.

5.4 If undeclared Dangerous Goods or any Prohibited Goods are discovered, the Company may immediately refuse services, terminate the Agreement, remove, destroy or report such Goods without notice and without compensation.

5.5 The Customer indemnifies the Company against all fines, claims, penalties, legal costs, investigations and losses arising from Dangerous Goods or Prohibited Goods.

6. Declared Value and Insurance

6.1 The Company does not provide insurance for Goods unless expressly agreed in writing.

6.2 The Customer is solely responsible for arranging and maintaining adequate transit insurance, marine cargo insurance, warehouse insurance and any other insurance necessary for the full replacement value of the Goods.

6.3 The Customer acknowledges that the Company’s public liability insurance does not insure the Customer’s Goods against loss, theft, damage, deterioration or delay.

6.4 The Company has no obligation to arrange insurance on behalf of the Customer and no representation is made that any insurance exists.

Failure by the Customer to obtain or maintain insurance shall not increase the liability of the Company.

6.5 Where the Declared Value is inaccurate or understated, the Customer bears all risks of underinsurance and any limitation of recovery arising from that under-declaration.

6.6 The Customer waives and must ensure its insurers waive any rights of subrogation against the Company except to the extent of proven wilful misconduct.

7. Container Unloading and Detention

7.1 The Customer is responsible for ensuring all container delivery details and unloading instructions are accurate and timely.

7.2 The Company may charge waiting time, detention, demurrage, container unpack delay fees, late return charges and labour recovery charges arising from delays not caused by the Company.

7.3 Delays caused by customs inspections, late arrivals, incorrect documentation, access issues or Customer delay remain the Customer’s responsibility.

7.4 The Company is not liable for wharf detention, shipping line penalties or third-party container penalties.

8. Pallet Storage and Pallet Exchange

8.1 Pallet storage charges apply based on actual pallet occupancy and storage duration.

8.2 The Company is not responsible for pallet account discrepancies unless directly caused by proven negligence.

9. Warehouse Access and Release Authority

9.1 Customer access to warehouse premises for inspections, stock review, pickup or release of Goods must be arranged in advance and approved by the Company.

9.2 No person may collect or inspect Goods without prior written authority from the Customer and approval by the Company.

9.3 The Company may rely on written release instructions and shall not be liable for incorrect release where instructions appear genuine.

9.4 Warehouse access may be refused for safety, compliance or operational reasons.

10. Inventory Management and Stock Discrepancy

10.1 Inventory records maintained by the Company are based on information provided by the Customer and physical handling records.

10.2 The Company does not guarantee absolute stock accuracy where quantities are supplied, counted or labelled by the Customer or third parties.

10.3 Minor stock discrepancies, shrinkage, pallet count differences and reasonable warehouse handling variances shall not create automatic liability.

10.4 The Customer must notify any stock discrepancy in writing within seven (7) days of stocktake or release.

10.5 Failure to notify within that period constitutes acceptance of stock accuracy.

11. Pick and Pack Services

11.1 Pick and pack services are performed based on Customer instructions, labels and order details supplied by the Customer.

11.2 The Company is not liable for errors caused by inaccurate product information, barcode issues, incorrect labels or incomplete Customer instructions.

11.3 Claims relating to pick and pack errors must be notified in writing within seven (7) days of dispatch.

11.4 Liability for pick and pack claims is limited to the direct cost of re-performing the affected service only.

12. Storage Charges

12.1 Storage charges apply to all Goods held beyond agreed free storage periods or where Goods cannot be released, delivered or collected for any reason not caused by the Company.

12.2 Additional warehouse labour charges apply for rework, sorting, relabelling, stocktake assistance, pallet breakdown, pallet rebuilding, emergency movements and quarantine handling.

12.3 Storage charges continue to accrue daily until all outstanding amounts are paid and the Goods are removed.

12.4 The Company may refuse release of Goods while any storage fees or other charges remain unpaid.

13. Dispatch and Booking Requirements

13.1 Transport requests for next Business Day dispatch must be submitted before 2:00pm on the preceding Business Day unless otherwise agreed.

13.2 Late bookings may incur urgent dispatch fees or may be delayed to the next available dispatch date.

13.3 The Customer must provide accurate monthly forecasts for container volumes, pallet storage requirements and dispatch requirements where regular warehouse services are provided.

13.4 Failure to provide accurate forecasts does not limit the Company’s right to charge additional labour, overtime handling or overflow warehouse allocation costs.

14. Delivery and Transport Coordination

14.1 Delivery times are estimates only and are not guaranteed.

14.2 The Company may coordinate transport using its own vehicles, subcontractors or third-party carriers as it considers appropriate.

14.3 The Company is not liable for delivery delay caused by traffic, weather, road closures, customs inspections, government action, third-party carriers, labour shortages, port congestion, vehicle breakdown or events beyond reasonable control.

14.4 Delay in delivery does not entitle the Customer to refuse payment, cancel Services or claim Consequential Loss.

15. Returns Handling

15.1 Where the Company provides returns processing or reverse logistics services, all returned Goods shall be handled strictly in accordance with written instructions provided by the Customer.

15.2 The Company is not responsible for assessing product quality, resale suitability, warranty validity or product defects unless expressly agreed in writing.

15.3 Additional labour charges apply for inspection, sorting, repacking, relabelling, disposal or quarantine handling of returned Goods.

15.4 Returned Goods remain at the Customer’s sole risk unless loss is directly caused by the proven gross negligence of the Company.

16. Proof of Delivery

16.1 A signed Proof of Delivery (POD), delivery docket, electronic signature, GPS confirmation, delivery photograph, scan record or receipt from any person at the delivery address shall be conclusive evidence of delivery.

16.2 The Company is not required to verify the identity or authority of the person accepting delivery at the nominated delivery address.

16.3 Electronic POD shall have the same legal effect as a signed paper POD.

17. Failed Delivery and Redelivery

17.1 If delivery cannot be completed because premises are unattended, inaccessible, unsafe, delivery is refused or delivery instructions are incomplete, the Company may store, re-deliver, return or leave the Goods at the Customer’s cost and risk.

17.2 Additional storage charges, labour charges, re-delivery fees and return freight charges shall apply.

17.3 The Company shall not be liable for any delay arising from failed delivery.

18. Authority to Leave (ATL)

18.1 Where the Customer authorises Authority to Leave delivery, the Goods may be left at the nominated location entirely at the Customer’s sole risk.

18.2 Delivery is deemed complete immediately when the Goods are left at that location.

18.3 The Company is not liable for theft, weather damage, loss, deterioration or third-party interference after ATL delivery.

19. Loading and Unloading Delays

19.1 The Customer is responsible for ensuring prompt loading and unloading of Goods.

19.2 Waiting time, detention charges, overtime labour charges and additional handling fees apply for delays not caused by the Company.

19.3 Such charges commence from the time the Company arrives at the collection or delivery location.

19.4 Delays caused by site restrictions, unavailable staff, forklift delays, access limitations or Customer instructions shall be treated as Customer delay.

20. Uncollected Goods

20.1 If Goods remain uncollected for more than thirty (30) days after notice of availability, failed delivery or termination of Services, the Company may sell, return, abandon, destroy or otherwise dispose of the Goods without liability.

20.2 The Company shall not be liable for deterioration, depreciation, spoilage, destruction or loss of value of uncollected Goods.

20.3 All storage, disposal, destruction, labour, return freight and administration costs are payable by the Customer.

21. Route Deviation

21.1 The Customer authorises the Company to change routes, delivery methods, unloading procedures, transport methods or storage arrangements where the Company considers it necessary or desirable.

21.2 Such deviation shall not constitute breach of contract or give rise to any claim for compensation.

21.3 The Company may use alternative carriers, routes or warehouse locations where operationally necessary.

22. Quotations and Charges

22.1 All quotations are estimates only unless expressly stated otherwise in writing.

22.2 Charges may vary based on actual weight, pallet quantities, dimensions, storage requirements, unloading complexity, access conditions, waiting time, detention time, labour requirements or inaccurate Customer information.

22.3 Charges may include transport fees, storage fees, pallet handling, fuel levy, tolls, waiting time, detention, redelivery, after-hours services, container detention, demurrage, labour recovery charges, relabelling, stocktake assistance and quarantine handling.

22.4 All charges are exclusive of GST unless otherwise stated.

22.5 Charges are deemed fully earned immediately upon receipt of the Goods and are non-refundable.

22.6 The Company may issue supplementary invoices within twelve (12) months for omitted charges, undercharged amounts or revised handling costs.

23. Payment Terms

23.1 Invoices are issued weekly unless otherwise agreed.

23.2 Payment is due within seven (7) days of invoice date.

23.3 Payment must be made without deduction, withholding, set-off or counterclaim.

23.4 Interest accrues daily on all overdue amounts from the eighth (8th) day after the invoice date at the rate of 2% per month or the maximum amount permitted by law.

23.5 The Customer is liable for all legal fees, debt recovery costs, enforcement expenses and administrative charges incurred by the Company on a full indemnity basis.

23.6 The Company may suspend services or refuse release of Goods while any amount remains unpaid.

24. General Lien

24.1 The Customer irrevocably grants to the Company a general and continuing lien over all Goods and all documents relating to Goods in the possession, custody or control of the Company for all monies owing by the Customer to the Company on any account whatsoever, whether relating to those Goods or any other Services supplied by the Company.

24.2 The lien extends to transport charges, storage fees, warehousing charges, labour recovery costs, demurrage, detention, legal costs, debt recovery costs, enforcement costs and all other monies owing whether immediately due or not.

24.3 The lien attaches immediately upon acceptance of the Goods and continues until all amounts are paid in full.

24.4 If payment remains unpaid for seven (7) days after the invoice date, the amount shall be deemed overdue. If, for a continuous period of one hundred and eighty (180) days after the amount becomes overdue, the Customer has failed to make payment, provide instructions, respond to communications or otherwise take any action in relation to the Goods, the Goods shall be deemed abandoned for the purposes of the lien.

24.5 Upon abandonment under clause 24.4, the Company may exercise its lien rights and any Default Actions under clause 26 without further notice to the Customer, including sale, auction, disposal or destruction of the Goods. The Company may apply the proceeds of any sale or disposal towards all amounts secured by the lien under clause 24.2, including transport charges, storage fees, legal costs, debt recovery costs, enforcement costs and any other monies owing.

24.6 The existence or exercise of the lien does not limit any other legal or contractual rights of the Company.

25. Contractual Lien

25.1 In addition to any lien arising by law, the Customer expressly grants the Company a contractual lien over all Goods and documents relating to Goods.

25.2 The contractual lien secures all outstanding fees, indemnities, damages, liabilities and all obligations owed by the Customer to the Company.

25.3 The contractual lien survives termination of the Agreement and continues until full payment and discharge of all liabilities.

26. Default Action

26.1 If payment remains unpaid for more than 180 days after the due date, or if the Customer breaches these Terms, becomes insolvent, abandons Goods or refuses to take delivery, the Company may immediately exercise Default Actions.

26.2 Default Actions include retaining possession of Goods, refusing release of Goods, redelivery to the Customer, private treaty sale, public auction sale, destruction, disposal or abandonment of Goods.

26.3 The Company may exercise Default Actions without court order and without liability to the Customer, subject only to applicable law.

26.4 The Customer irrevocably authorises the Company to take all actions reasonably necessary to give effect to Default Actions.

27. Sale of Goods

27.1 The Company may sell Goods by private treaty, public auction or any commercially reasonable method determined by the Company.

27.2 The Company is not required to obtain the highest possible price and may determine the timing, method and terms of sale at its absolute discretion.

27.3 The Customer shall not make any claim regarding sale price where the Company has acted reasonably and lawfully.

27.4 Sale proceeds may be applied first to enforcement costs, then to storage fees, then to outstanding charges and finally to any other liabilities owed by the Customer.

28. Surplus of Sale Proceeds

28.1 Any surplus remaining after payment of all outstanding amounts, enforcement costs, storage charges and all liabilities owing to the Company may be returned to the Customer within six (6) months after the date of sale.

28.2 If the Customer cannot be located, refuses to accept the surplus, fails to provide payment instructions or there is uncertainty regarding entitlement to the surplus, the Company may pay the surplus to the Public Trustee or any equivalent authority without further notice.

28.3 Payment of surplus in accordance with this clause fully discharges the Company from any further obligation or liability in relation to the sale proceeds.

29. Retention of Title

29.1 Legal and equitable title in any Goods supplied by the Company remains with the Company until full payment of all monies owing by the Customer has been received in cleared funds.

29.2 Until payment in full is received, the Customer holds all unpaid Goods as fiduciary bailee and trustee for the Company.

29.3 The Customer must separately store, protect and clearly identify unpaid Goods as the property of the Company.

29.4 The Customer must not sell, dispose of, pledge, charge, encumber or grant any security interest over unpaid Goods without the prior written consent of the Company.

29.5 If unpaid Goods are sold with written approval, all proceeds of sale must be held on trust for the Company and immediately paid to the Company.

29.6 The Customer acknowledges that this clause creates a security interest for the purposes of the PPSA.

30. Entry and Repossession

30.1 The Company may enter any land, premises, warehouse, vehicle or location where Goods are reasonably believed to be located for the purpose of inspecting, recovering or repossessing unpaid Goods without prior notice.

30.2 The Customer irrevocably authorises such entry and must obtain all necessary consents from landlords, occupiers or third parties required for lawful access.

30.3 The Customer indemnifies the Company against all claims, losses, liabilities and expenses arising from such entry, repossession or removal of Goods.

30.4 The Company shall take reasonable care during repossession but shall not be liable for damage caused while exercising lawful recovery rights.

31. PPSA Security Interest

31.1 These Terms create a security interest in favour of the Company over all Goods and all present and after-acquired property of the Customer to secure payment of all monies owing.

31.2 The Customer acknowledges that the Company may register its security interest on the PPSR and consents to such registration.

31.3 The Customer must promptly provide all information and execute all documents required by the Company to perfect, maintain and enforce that security interest.

31.4 The Customer must reimburse the Company for all registration fees, amendment fees, legal costs and enforcement costs relating to PPSA registration and enforcement.

31.5 To the maximum extent permitted by law, the Customer waives the right to receive notices, verification statements and other documents under the PPSA.

32. Purchase Money Security Interest (PMSI)

32.1 Where applicable, the Company claims a Purchase Money Security Interest in Goods supplied, financed or otherwise secured by the Company.

32.2 The Customer grants the Company a PMSI in the Goods and all identifiable proceeds arising from the sale or disposal of those Goods.

32.3 The Customer must do all things required by the Company to ensure that the PMSI remains perfected and retains priority over competing security interests.

32.4 The Customer must not do anything that may cause the Company’s PMSI to lose priority or effectiveness.

33. Termination Removal Obligation

33.1 Upon termination or expiry of Services for any reason, the Customer must immediately remove all Goods from the Company’s premises unless otherwise agreed in writing.

33.2 All outstanding fees, storage charges, labour charges and other monies owing must be paid before release of Goods.

33.3 Failure to remove Goods entitles the Company to continue charging storage fees and to exercise lien rights without further notice.

34. Competing Security Interests

34.1 The Customer must not register, permit registration of or grant any competing security interest over the Goods without the prior written consent of the Company.

34.2 The Customer must not lodge any financing change statement or amendment affecting the Company’s registered security interest without prior written approval.

34.3 Any breach of this clause constitutes a serious default entitling the Company to immediate enforcement action, suspension of Services and termination of the Agreement.

35. Default and Immediate Termination

35.1 The Company may immediately suspend Services, terminate this Agreement, cancel credit facilities and accelerate all outstanding amounts without notice if:

(a) the Customer fails to pay any amount when due;

(b) payment remains outstanding for more than twenty-one (21) days;

(c) the Customer breaches any material term of these Terms and Conditions;

(d) the Customer provides Prohibited Goods or undeclared Dangerous Goods;

(e) the Customer breaches Chain of Responsibility Laws or creates a serious safety risk;

(f) the Customer becomes insolvent, enters administration, liquidation, bankruptcy, receivership or any insolvency event occurs;

(g) the Company reasonably believes continued Services create legal, financial, reputational or operational risk.

35.2 Immediate termination does not prejudice any accrued rights, recovery rights, indemnities, lien rights, PPSA rights or outstanding payment obligations of the Company.

35.3 The Customer remains liable for all Services performed and all costs incurred up to and after termination including storage fees, labour costs, enforcement expenses and recovery costs.

36. Claims Period

36.1 Any claim for loss, damage, shortage, delay, misdelivery, non-delivery, stock discrepancy or any other claim relating to Goods or Services must be made in writing to the Company within seven (7) days of:

(a) delivery of the Goods;

(b) release of the Goods;

(c) completion of the relevant warehouse service; or

(d) the date on which delivery or release should reasonably have occurred.

36.2 The written claim must include full details of the claim, supporting documents, photographs where applicable and the amount claimed.

36.3 Failure to provide written notice within the required period constitutes an absolute waiver of the claim and the Company is fully discharged from all liability.

37. Time Bar for Legal Proceedings

37.1 Any legal proceedings against the Company arising from or relating to the Goods, Services or these Terms and Conditions must be commenced within six (6) months of:

(a) delivery of the Goods;

(b) release of the Goods;

(c) completion of the relevant warehouse service; or

(d) the date the Goods should reasonably have been delivered or released.

37.2 After that period, all claims are permanently barred and the Company is absolutely discharged from all liability regardless of the legal basis of the claim.

37.3 This clause applies whether the claim arises in contract, tort, negligence, bailment, statute, equity or otherwise.

38. Limitation of Liability

38.1 To the maximum extent permitted by law, the Company shall not be liable for any loss of or damage to Goods resulting from theft, fraud, criminal conduct, unauthorised access, or any other act or omission of a third party, unless such loss is directly caused by the Company's gross negligence or wilful misconduct.

38.2 The Company is not liable for any Consequential Loss under any circumstances including loss of profit, business interruption, loss of market, delayed delivery damages, loss of contract or reputational damage.

38.3 The Company strongly recommends that the Customer obtain and maintain appropriate cargo insurance. Failure by the Customer to obtain such insurance shall not increase, extend or otherwise affect the Company's liability under these Terms and Conditions.

38.4 Where liability cannot be excluded by law, the Company’s liability is limited at its sole option to:

(a) re-supplying the Services;

(b) paying the reasonable cost of re-supplying the Services;

(c) replacing the Goods;

(d) paying the cost of replacing equivalent Goods; or

(e) repairing the Goods.

38.5 In all cases, the total liability of the Company shall not exceed the total fees actually paid by the Customer for the specific affected Services giving rise to the claim.

38.6 Notwithstanding any other provision of these Terms and Conditions, and to the maximum extent permitted by law, the total aggregate liability of the Company arising out of or in connection with the Goods, the Services or this Agreement, whether arising in contract, tort (including negligence), bailment, equity, statute or otherwise, shall in all circumstances be strictly limited to the lesser of:

(a) the total fees actually paid by the Customer to the Company for the specific Services giving rise to the claim; or

(b) AUD $10,000.

The Customer acknowledges and agrees that:

(i) the Company is not an insurer;

(ii) the rates charged by the Company are based upon this limitation of liability;

(iii) the Customer is solely responsible for arranging adequate insurance for the full replacement value of the Goods; and

(iv) no higher liability limit shall apply unless expressly agreed in writing by an authorised director of the Company and subject to additional charges.

39. Privacy

39.1 The Company may collect, use, store and disclose information about the Customer including personal information for the purposes of:

(a) providing Services;

(b) account management;

(c) invoicing and payment collection;

(d) credit assessment;

(e) debt recovery;

(f) compliance with legal obligations;

(g) responding to law enforcement requests;

(h) credit reporting and commercial credit checks.

39.2 The Company may disclose Customer information to government departments, law enforcement agencies, customs authorities, debt recovery agents, legal advisers, insurers, credit reporting agencies and any person with a lawful interest in the Goods.

39.3 Personal information is handled in accordance with applicable privacy laws and the Company’s Privacy Policy.

40. Confidentiality

40.1 The Customer must keep strictly confidential all pricing, rate cards, warehouse processes, operational procedures, inventory systems, transport arrangements, customer-specific service structures and all commercial information supplied by the Company.

40.2 The Customer must not disclose such information to any third party without the prior written consent of the Company except where disclosure is required by law.

40.3 This confidentiality obligation survives termination of the Agreement.

41. Force Majeure

41.1 The Company shall not be liable for any delay, failure or inability to perform Services caused directly or indirectly by a Force Majeure Event including flood, fire, storm, labour shortages, industrial disputes, transport disruption, government action, pandemic, cyber incidents, equipment failure or port congestion.

41.2 Obligations affected by Force Majeure are suspended for the duration of the event.

41.3 The affected party must notify the other party as soon as reasonably practicable after becoming aware of the Force Majeure Event.

41.4 Non-payment obligations of the Customer are not excused by Force Majeure.

42. Notices

42.1 Notices may be given by email, SMS, written notice, prepaid post or any other electronic communication method to the Customer’s last known contact details.

42.2 Notice shall be deemed received:

(a) if sent by email, at the time of successful transmission unless delivery failure is evident;

(b) if sent by SMS, at the time of transmission;

(c) if sent by prepaid post, three (3) Business Days after posting;

(d) if personally delivered, on the date of delivery.

42.3 The Company may publish notices relating to sale of Goods, disposal of Goods or enforcement actions in newspapers, online notices or public notices where reasonably necessary.

43. Relationship of Parties

43.1 Nothing in these Terms creates or is intended to create a partnership, joint venture, employment relationship, agency or fiduciary relationship between the parties except where expressly stated.

43.2 The Customer has no authority to bind the Company and must not represent otherwise to any third party.

44. Entire Agreement

44.1 These Terms constitute the entire agreement between the parties and supersede all prior negotiations, discussions, representations, warranties and understandings whether written or oral.

44.2 The Customer acknowledges that it has not relied upon any representation not expressly contained in these Terms.

44.3 No variation, waiver or amendment is binding unless made in writing and signed by an authorised officer of the Company.

45. No Waiver

45.1 Failure or delay by the Company to exercise any right, power or remedy does not constitute a waiver of that right, power or remedy.

45.2 A waiver is only effective if made in writing and applies only to the specific instance stated.

46. Severability

46.1 If any provision of these Terms is found to be unlawful, invalid or unenforceable, that provision shall be severed or read down to the minimum extent necessary.

46.2 The remaining provisions shall continue in full force and effect and remain fully enforceable.

47. Joint and Several Liability

47.1 Where the Customer consists of more than one person, company or legal entity, each person and entity shall be jointly and severally liable for all obligations under these Terms.

47.2 The Company may recover the full amount owing from any one or more of those persons or entities without first pursuing any other person.

48. Survival

48.1 All indemnities, exclusions of liability, payment obligations, storage charges, lien rights, PPSA rights, confidentiality obligations, privacy obligations and all provisions intended by their nature to survive termination shall continue after termination or expiry of this Agreement.

49. Governing Law and Jurisdiction

49.1 These Terms are governed by the laws of Queensland, Australia.

49.2 The parties irrevocably submit to the exclusive jurisdiction of the courts of Queensland and the Commonwealth of Australia.

49.3 This Agreement is deemed to be made in Queensland, Australia.