Terms and Conditions

Selsby Solutions Pty Ltd

ABN: 90 151 525 665

Unit 52,45-51 Huntley Street, Alexandria NSW 2015
STANDARD TERMS AND CONDITIONS OF CONTRACT

These terms and conditions must be read having regard to the provisions of the Australian
Consumer Law (set out in Schedule 2 of the Competition and Consumer Act 2010) to the
extent that those provisions are applicable to consumers as defined under Section 3 of that
Schedule 2. These terms and conditions do not have the effect of excluding, restricting or
modifying rights under the Australian Consumer Law which cannot be excluded, restricted or
modified by agreement.
1. (a) All and any business undertaken by Selsby Solutions Pty Ltd (ABN: 90 151 525 665) and all associated entities, persons and
nominees (hereinafter called “the Company”) is transacted subject to these conditions each
of which shall be deemed to be incorporated in and to be a condition of any agreement
between the Company and its customers. The Company only deals with goods subject to
these conditions. The Company is not a common carrier and shall accept no liability as
such;
(b) The Company in its sole and absolute discretion may refuse to deal with any goods
without assigning any reason therefore.
2. Any instructions given to the Company may in the absolute discretion of the
Company be complied with by the Company as agent for the customer as disclosed
principal or by the Company as principal contractor by its own servants performing part or
all of the relevant services or by the Company employing or instructing or entrusting the
goods to others on such other conditions as they may stipulate to perform part or all of the
services. The customer shall be bound by such other conditions and shall release the
Company from liability and indemnify the Company against any claims arising out of their
acceptance.
3. Customers entering into transactions of any kind with the Company expressly warrant
that they are either the owners or the authorised agents of the owners of any and all goods
or property the subject matter of the transaction. By entering into the transaction they
accept these conditions for themselves and for all other parties on whose behalf they are
acting and they warrant that they have authority so to do.
4. Subject to express instructions in writing given by the customer and by the Company,
the Company reserves to itself complete freedom of choice of means route and procedure
to be followed in the handling and transportation of goods. If in the Company’s opinion it is
necessary or desirable in the customer’s interests to depart from any express instructions,
the Company shall be at liberty to do so.
5. Except where the Company is instructed in writing to pack the goods the customer
warrants that all goods have been properly and sufficiently packed and/or prepared.

6.The Company is entitled to retain and be paid all brokerages, commissions, allowances and
other remunerations retained by or paid to Ship Forwarding Agents (or Freight Forwarders)
and Insurance Brokers.
7. Quotations are given on the basis of immediate acceptance and subject to the right of
withdrawal before acceptance and revision after acceptance. If any changes occur in the rates
of customs duty, freight, warehousing, insurance premiums or other charges applicable to the
goods, quotations and charges shall be subject to revision accordingly with or without notice.

8. The customer, and the senders, owners and consignees of any goods and their agents,
if any, shall be deemed to be bound by and to warrant the accuracy of all descriptions, values,
dimensions, weights and other particulars furnished to the Company for customs, consular,
road transport and other purposes and shall jointly and severally indemnify the Company
against all losses, damages, expenses and fines arising from any inaccuracy or omission,
even if such inaccuracy or omission is not due to any negligence, wilful act or omission.
9. The customer and the senders, owners and consignees and their agents, if any, shall
be jointly and severally liable for any duty, tax, impost, excise, levy, penalty, deposit or outlay
of whatsoever nature levied by any Government or the authorities at any port or place in
connection with the goods and for any payments, fines, expenses, loss or damage incurred or
sustained by the Company in connection therewith and shall indemnify the Company, its
servants and agents from all claims by third parties howsoever arising in connection with the
goods.
10. When goods are accepted or dealt with upon instructions to collect freight, duties,
charges or other expenses from the consignee or any other person the customer shall remain
responsible for the same if they are not paid by such consignee or other person.
11. The customer shall be responsible for the timely return of any container to the person
who owns or has a right to possession of the container in a clean and undamaged condition.
The customer agrees to indemnify the Company against any claim, liability or expense,
including detention or demurrage charges, which arise as a result of:
(a) a failure to return the container, or
(b) a delay in the return of the container beyond the customary period allowed for
container returns, or
(c) any damage to the container, or
(d) the container being returned in a dirty or contaminated condition, regardless of who
failed or delayed in the return of the container or where or by whom the container
was damaged, made dirty or contaminated.
12. The customer shall indemnify the Company against any claim, liability or expense
which arises as a result of delay in loading or unloading of the customer’s goods, or any
waiting time, detention or demurrage for any truck or any other conveyance whatsoever.
13. (1) The Company’s charges to the customer including freight shall be deemed fully
earned on receipt of the goods by the Company and shall be paid and non-returnable in any
event and whether goods are lost or not lost or a voyage or flight is broken up or abandoned.
If there shall be a forced interruption or abandonment of a voyage or flight at the port or airport

of shipment or elsewhere, any forwarding of the goods or any part thereof shall be at the risk
and expense of the customer and of the sender, owner and consignee.
(2) All unpaid charges shall be paid in full and without any offset, counterclaim or
deduction, in the currency of the place of receipt of the goods or at the Company’s
option, in the currency of the place of delivery at the TT selling rate in effect on the
day of payment. If the date determined above falls on a day which banks are closed
for business, the rate ruling on the next succeeding business day shall govern.
(3) The Company’s charges including freight have been calculated on the basis
of particulars furnished by, or on behalf of the customer. The Company may at any
time open any container or any other package or unit in order to re-weigh, remeasure
or re-value the contents and if the particulars furnished by or on behalf of the
customer are incorrect, it is agreed that a sum equal to either five times the
difference between the correct freight and the freight charged, or double the correct
freight less the freight charged, whichever sum is smaller, shall be payable as
liquidated damages to the Company.
14. No insurance will be effected except upon express instructions as to the risks to be
insured against and the value or values to be declared in writing by the customer and all
insurances effected by the Company subject to the usual exceptions and conditions of the
policies of the insurance company or underwriters accepting the risk. The Company shall not
be under any obligation to effect a separate insurance on each consignment but may declare
it on any open or general policy. Should the insurers dispute their liability for any reason the
insured shall have recourse against the insurers only and the Company shall not be under any
responsibility or liability in relation thereto, notwithstanding that the premium upon the policy
may not be at the same rate as that charged by the Company or paid to the Company by its
customer.
15. The Company shall not be liable for any loss, damage, cost, expense, penalty or fine
suffered by the customer or any other person, howsoever caused or arising, whether: (a) for
loss of or damage to goods unless such loss or damage occurs whilst the goods are in the
actual custody of the Company and under its actual control and unless such loss or damage
is due to the wilful neglect or default of the Company or its own servants;
(b) for any delay in delivery, forwarding or transit or failure to deliver goods, any
deterioration, contamination, evaporation or any consequential loss or loss of market
however caused;
(c) for failure to follow instructions given to it by or on behalf of the customer whether or
not such failure is wilful or negligent;
(d) in any way connected with marks, numbers, brands, contents, quality, value, weight,
dimensions or description of any goods;
(e) for loss or damage resulting from fire, water, explosion or theft whether caused by
negligence of the Company’s servants or otherwise;
16. (a) The Company shall not be liable under any circumstances for any claim, cost,
expense, loss or damage, penalty or fine resulting from or attributable to any quotation,
statement, representation or information whether oral or in writing howsoever, wheresoever or
to whomsoever made or given by or on behalf of the Company or by any servant, employee
or agent of the Company as to the classification of, the liability for or the amount, scale or rate
of customs and/or excise duty or other impost, tax or rate applicable to any goods or property
whatsoever.

(b) The Company does not accept responsibility or liability in relation to any decision taken
or liability incurred on the basis of any such quotation, statement, representation or
information.
17. Unless a Convention or law limiting the Company’s liability to a greater amount
compulsorily applies, liability of the Company arising out of any one incident whether or not
there has been any declaration of value of the goods, for breach of warranty implied into these
terms and conditions by the Australian Consumer Law or howsoever arising, is limited to any
of the following as determined by the Company:
(a) the supplying of the services again; or
(b) the payment of the cost of having the services supplied again; or
(c) the lesser of A$200.00 for loss of or damage to any such goods, packages or units or
A$2.00 per kilogram of the gross weight for loss of or damage to any such goods,
packages or units or A$20.00 per package or unit lost or damaged.

For the purposes of this clause the word “package” shall include the contents within that
“package” for the purpose of calculating any limitation of liability, even if separate particulars
have been provided or incorporated in any document of the Company.
18. The Company shall be discharged of all liability unless suit is brought in the proper forum
and written notice thereof received by the Company within six months after delivery of
the goods or the date when the goods should have been delivered. In the event that the
said time period shall be found contrary to any Convention or law compulsorily applicable
the period prescribed by such Convention or law shall then apply but in that
circumstance only.
19. (a) In the case of carriage by sea, the value will not be declared or inserted in the Bill of
Lading for the purpose of extending the Ship owners’ liability under the Carriage of
Goods by Sea Act 1991 except upon express instructions given in writing by the
customer.
(b) In the case of carriage by air, no optional declaration of value to increase the Air
Carrier’s liability under the Civil Aviation (Carrier’s Liability) Act 1959 will be made
except upon express instructions given in writing by the customer;
(c) In all other cases where there is a choice of tariff rates according to the extent of the
liability assumed by carriers, warehousemen or others no declaration of value (where
optional) will be made for the purposes of extending liability and goods will
be forwarded or dealt on the basis of minimum charges unless express
instructions in writing to the contrary are given by the customer.

20. Instructions to collect payment on delivery (COD) in cash or otherwise are accepted by
the Company upon the condition that the Company in the matter of such collection will be
liable for the exercise of due care and skill only.
21.Perishable goods, which are not taken up immediately upon arrival or which are
insufficiently addressed or marked or otherwise not identifiable may be sold or otherwise
disposed of without any notice to the customer and payment or tender of the net proceeds of

any sale after deduction of charges shall be equivalent to delivery. All charges and expenses
arising in connection with the sale or disposal of the goods shall be paid by the customer.
22. Non-perishable goods which cannot be delivered either because they are
insufficiently or incorrectly addressed or because they are not collected or accepted by the
consignee may be sold or returned at the Company’s option at any time after the expiration
of 21 days from a notice in writing sent to the address which the customer gave to the
Company on delivery of the goods. All charges and expenses arising in connection with the
sale or return of the goods shall be paid by the customer. A communication from any agent
or correspondent of the Company to the effect that the goods cannot be delivered for any
reason shall be conclusive evidence of that fact.
23. Except under special arrangements previously made in writing the Company will not
accept or deal with any noxious, dangerous, hazardous or inflammable or explosive goods
or any goods likely to cause damage. Any person delivering such goods to the Company or
causing the Company to handle or deal with any such goods shall be liable for all loss or
damage caused thereby and shall indemnify the Company against all penalties, claims,
damages, costs and expenses arising in connection therewith and the goods may be
destroyed or otherwise dealt with at the sole discretion of the Company or any other person
in whose custody they may be at the relevant time. If such goods are accepted under
arrangements previously made in writing they may nevertheless be so destroyed or
otherwise dealt with if they become dangerous to other goods or property. The expression
“goods likely to cause damage” includes goods likely to harbour or encourage vermin or
other pests.
24. Except under special arrangements previously made in writing the Company will not
accept bullion, coins, precious stones, jewellery, valuables, antiques, pictures, livestock or
plants and the Company will accept no liability whatsoever for any such goods.
25.Pending forwarding and delivery goods may be warehoused or otherwise held at any
place or places at the sole discretion of the Company at the customer’s or owner’s risk and
expense.
26. All goods and documents relating to goods shall be subject to a particular and
general lien for monies due either in respect of such goods or any particular or general
balance of other monies due from the customer, the sender, owner or consignee to the
Company. If any monies due to the Company are not paid within one calendar month after
notice has been given to the person from whom the monies are due that such goods are
detained, they may be sold by auction or otherwise at the sole discretion of the Company
and at the expense of such person and the proceeds applied in or towards satisfaction of
such particular and general lien. The customer agrees and acknowledges the Company is
entitled in its discretion to register its particular and general lien as a security interest on the
register established under the Personal Property Securities Act 2009 (Cth) and the Company
has provided consideration for that security interest, by delivery of its promises under this
agreement.
27. (a) By entering into any agreement to which these conditions apply, the customer on
its own behalf and as agent of the owner, sender and consignee agrees and further offers to
exclude or limit the liability of all servants, employees and agents of the Company and all
subcontractors (including servants, employees and agents of the subcontractors) in respect

of the goods and subject to the agreement to the extent that each such subcontractor,
servant, employee and agent shall be protected by and entitled to the full benefit of all
provisions in these conditions excluding or restricting tortious liability of any kind;
(b)The offer hereinbefore referred to shall be accepted by the act of each such
subcontractors, servant employee or agent in performing any function in relation to or affecting
the goods the subject of the agreement;
(c)For the purposes of the foregoing provisions of this clause the Company is and shall be
deemed to be acting as agent on behalf of and trustee for the benefit of all persons who are
or become its subcontractors, servants, employees or agents from time to time and all such
persons shall to this extent be and be deemed to be parties to the agreement concerned.
(d) The customer undertakes that no claim or allegation shall be made by the customer or
any other person in respect of the goods or the services which imposes or attempts to impose
any liability whatsoever and howsoever arising (including negligence) against any servant,
employee and agent or any subcontractor (including servants, employees and agents of the
subcontractor).If such a claim should nevertheless be made, the customer shall indemnify the
Company and the person against whom the claim is made against the consequences of such
claim or allegation.
28. In addition to and without prejudice to the foregoing the customer undertakes that it
shall in any event indemnify the Company against all loss, damage, liability, claim, cost,
expense, penalty or fine suffered or incurred by the Company arising directly or indirectly
from or in connection with the customer’s instructions or their implementation or the goods
including containers.
29. Without prejudice to any other condition, the Company shall have the right to enforce
any liability of the customer under these conditions or to recover any sums to be paid by the
customer under these conditions not only against or from the customer but also if it thinks fit
against or from the sender and/or owner and/or consignee of the goods.
30. The use of a customer’s own form shall in no way derogate from these conditions the
whole of which shall, notwithstanding anything contained in any such form, constitute terms
of the agreement so entered into. Any provision in any such form which is contrary to any
provision of these conditions shall to the extent of such inconsistency be inapplicable.
31. The goods shall be deemed to have been delivered as described unless notice of
loss or of damage to the goods indicating the general nature of such loss or damage shall
have been given in writing to the Company or to its representative at the place of delivery
before or at the time of removal of the goods by a representative of the person entitled to
delivery thereof or if the loss or damage be not apparent within three consecutive days
thereafter.
32. No agent or employee of the Company has the Company’s authority to alter or vary
these conditions.
33. All the rights, immunities and exemptions from liability in these terms and conditions
shall continue to have their full force and affect in all circumstances and not withstanding any
breach of this contract or of any of these terms and conditions by the Company or any other
person entitled to the benefit of such provisions and irrespective of whether such may
constitute a fundamental breach of contract or a breach of a fundamental term.
34. These conditions shall be governed by and construed in accordance with the laws of
the State or Territory in which this contract was made. :

(Revision. July 2014)