Legal

Standard Trading Terms and Conditions

Last updated: May 2026

Part I: General Conditions

1. Application

1.1 These Terms apply to all services provided or arranged by Codex Freight, whether for payment or otherwise.

1.2 The Customer accepts these Terms each time the Customer:

(a) requests a quote;

(b) makes a booking;

(d) delivers Goods to Codex Freight or a Subcontractor;

(e) accepts any Services;

(f) pays any Charges; or

(g) otherwise continues to deal with Codex Freight after being given or made aware of these Terms.

1.3 These Terms apply whether or not the Customer signs them, provided they have been provided to the Customer, made available to the Customer, or otherwise brought to the Customer’s attention before or at the time the Services are requested or commenced.

1.4 These Terms apply to all dealings between Codex Freight and the Customer, including quotations, bookings, freight movements, customs coordination, transport, storage, documentation and related services.

1.5 These Terms apply unless Codex Freight agrees otherwise in writing.

1.6 Any terms proposed by the Customer, including purchase order terms, email footer terms or customer booking terms, do not apply unless Codex Freight expressly agrees in writing.

1.7 If any part of these Terms is invalid, unlawful or unenforceable, that part will be read down to the extent necessary. If it cannot be read down, it will be severed and the rest of these Terms will continue.

2. Definitions

Authority means any customs, border, quarantine, biosecurity, port, airport, terminal, transport, road safety, maritime, aviation, tax, government or regulatory authority.

Business Day means a day other than a Saturday, Sunday or public holiday in New South Wales.

Carriage means the movement, carriage, transport, handling, packing, unpacking, consolidation, deconsolidation, storage, loading, unloading, delivery, collection or dealing with Goods by any mode.

Charges means all amounts payable in connection with the Services, including freight, customs, duty, GST, taxes, levies, port charges, terminal charges, shipping line charges, airline charges, cartage, storage, detention, demurrage, handling, inspection, treatment, fumigation, documentation, administration fees, legal costs and third-party charges.

Codex Freight, Company, we, us or our means Codex Freight and, where the context allows, its officers, employees, agents, contractors, subcontractors and representatives.

Container means any container, trailer, flat rack, pallet, stillage, tank, cage, unit load device, equipment or transport unit used for Goods.

Customer means the person or entity requesting, booking, accepting, using or paying for Services, including any consignor, consignee, importer, exporter, shipper, receiver, owner, agent or person with an interest in the Goods.

Dangerous Goods means goods that are or may become dangerous, hazardous, explosive, flammable, combustible, corrosive, toxic, radioactive, infectious, noxious, odorous, unstable, contaminating, temperature-sensitive, pressurised or otherwise capable of causing damage, delay, injury, regulatory action or loss.

Goods means cargo, goods, documents, packages, containers, pallets, equipment or other property in relation to which Codex Freight provides or arranges Services.

Loss means loss, damage, cost, expense, liability, claim, penalty, fine, duty, tax, charge, delay, detention, demurrage, storage, legal cost or other financial loss.

Owner means the owner, sender, shipper, consignor, consignee, importer, exporter, receiver or any person with a legal, beneficial or possessory interest in the Goods.

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

Services means all services provided, arranged or procured by Codex Freight, including freight forwarding, customs coordination, transport, cartage, warehousing, storage, packing, unpacking, consolidation, deconsolidation, documentation, booking, advisory, agency and logistics services.

Subcontractor means any carrier, shipping line, airline, road carrier, rail operator, warehouse, depot, terminal, customs broker, customs consultant, surveyor, insurer, overseas agent, handling agent, technology provider or other third party engaged in connection with the Services.

3. Capacity of Codex Freight

3.1 Codex Freight may act as agent, principal or both, depending on the Services provided.

3.2 Unless Codex Freight expressly agrees in writing to act as principal, Codex Freight acts as agent when arranging services with third parties, including carriers, shipping lines, airlines, terminals, depots, warehouses, customs brokers and overseas agents.

3.3 Codex Freight acts as principal only to the extent that:

(a) Codex Freight physically performs carriage, handling or storage itself while the Goods are in Codex Freight’s actual custody and control;

(b) Codex Freight expressly agrees in writing to act as principal;

(d) Codex Freight is held by a court or tribunal to have acted as principal.

3.4 Charging a fixed price does not, by itself, mean Codex Freight acts as principal.

3.5 Supplying equipment, arranging transport, arranging documentation or arranging customs services does not, by itself, mean Codex Freight acts as principal.

3.6 Codex Freight is not a common carrier and may accept, refuse, suspend or stop Services at its reasonable discretion.

4. Customer Authority and Warranties

4.1 The Customer warrants that it:

(a) is either the Owner of the Goods; or

(b) has authority from each Owner and any person with an interest in the Goods to accept these Terms, grant the lien and security interests in these Terms, give instructions, and bind those persons to the exclusions, limitations and indemnities in these Terms.

4.2 The Customer accepts these Terms for itself and, where applicable, as agent for the Owner.

4.3 The Customer warrants that all information provided to Codex Freight is complete, accurate and not misleading, including:

(a) description of Goods;

(b) value;

(d) marks and numbers;

(e) commodity details;

(f) HS code, tariff classification and country of origin;

(g) Incoterms;

(h) customs value;

(i) packing declarations;

(j) permits, licences and certificates;

(k) dangerous goods status;

(l) temperature or handling requirements;

(m) consignee, consignor and notify party details;

(n) collection and delivery details; and

(o) import, export, customs and delivery instructions.

4.4 The Customer must provide all documents and information reasonably required by Codex Freight, a Subcontractor or an Authority.

4.5 Codex Freight may rely on information provided by or on behalf of the Customer.

4.6 The Customer is responsible for and indemnifies Codex Freight from and against any Loss arising from inaccurate, incomplete, late, misleading or unlawful information, except to the extent caused by Codex Freight’s negligence, fraud or wilful misconduct.

4.7 The Customer must promptly notify Codex Freight of any material change to its ownership, control, business structure, trading name, ABN, ACN, trust structure, directors, address, contact details or any information previously provided to Codex Freight in connection with a credit application, quotation, booking or the Services. Unless Codex Freight agrees otherwise in writing, the Customer remains liable for all Charges and obligations incurred before and after that change.

5. Instructions

5.1 The Customer must provide clear, complete and timely instructions.

5.2 Codex Freight may refuse, suspend or stop acting on instructions if Codex Freight reasonably considers that the instructions:

(a) are unlawful;

(b) are unsafe;

(d) may breach Chain of Responsibility obligations;

(e) are incomplete, unclear or impractical;

(f) may expose Codex Freight to penalty, liability or reputational harm; or

(g) may result in unpaid or unrecoverable Charges.

5.3 If urgent action is required and Codex Freight cannot obtain timely instructions, Codex Freight may take reasonable action to protect the Goods, persons, property, equipment, the environment, Authorities, Subcontractors or Codex Freight.

5.4 The Customer must reimburse Codex Freight for reasonable Charges incurred under clause 5.3, except to the extent caused by Codex Freight’s negligence, fraud or wilful misconduct.

6. Quotations and Estimates

6.1 Any quotation, estimate, rate, transit time, sailing date, delivery date or availability advice is indicative only unless Codex Freight expressly states in writing that it is fixed.

6.2 Quotations are based on the information available at the time and may change due to:

(a) incorrect or changed cargo details;

(b) changed weight, volume, dimensions or commodity;

(d) fuel surcharge changes;

(e) carrier, port, terminal, depot, airline or shipping line charges;

(f) customs, quarantine, biosecurity or Authority charges;

(g) storage, detention or demurrage;

(h) route, vessel, airline or schedule changes;

(i) market rate changes;

(j) changed law or Authority requirement; or

(k) additional work not included in the original quotation.

6.3 Unless stated otherwise, quotations exclude duties, GST, taxes, inspections, detention, demurrage, storage, fumigation, treatment, quarantine, examination, customs penalties, port charges and unforeseen third-party costs.

6.4 Codex Freight may pass through third-party charges reasonably incurred in connection with the Services.

6.5 If the Customer requests a change to any Services, Goods, route, timing, collection or delivery address, documentation, instructions, customs information, storage arrangement or scope of work, Codex Freight may treat that request as a variation. Codex Freight is not obliged to perform any variation unless Codex Freight agrees in writing, and the Customer must pay any additional Charges, third-party costs, delays, storage or other costs arising from the variation.

7. Charges and Payment

7.1 The Customer must pay all Charges incurred in connection with the Services.

7.2 Freight and Charges are earned once Services commence, Goods are received, or Codex Freight incurs a third-party cost, whichever occurs first.

7.3 The Customer remains responsible for Charges even if another party has agreed to pay Codex Freight and fails to do so.

7.4 The Customer must reimburse Codex Freight for duties, taxes, charges, outlays and third-party costs reasonably incurred on the Customer’s behalf.

7.5 If any amount is not paid when due, Codex Freight may charge interest on the overdue amount at a rate equal to 2% above the cash rate target published by the Reserve Bank of Australia, calculated daily and capitalised monthly.

7.6 The Customer must pay Codex Freight’s reasonable costs of recovering overdue amounts, including legal costs on an indemnity basis, debt collection costs and PPSA enforcement costs.

7.7 Codex Freight may suspend, withhold or cancel Services, release of Goods or release of documents while any undisputed amount remains overdue.

7.8 The Customer must not set off, withhold payment of, or deduct any amount from, any Charges unless the amount has been agreed in writing by Codex Freight or determined by a court of competent jurisdiction..

7.9 This clause does not create or set credit terms. Any credit facility, payment period, personal guarantee, PPSA registration consent or credit reporting consent must be dealt with in a separate credit application or credit agreement.

7.10 Codex Freight may set, vary, suspend or withdraw any credit limit or credit facility at any time by notice to the Customer. Any credit limit does not limit the Customer’s liability for Charges incurred.

8. Customs, Biosecurity, Duties and Authorities

8.1 The Customer is responsible for all duties, GST, taxes, levies, fines, penalties, customs charges, quarantine charges, inspection charges, treatment charges and Authority costs relating to the Goods.

8.2 The Customer must comply with all customs, biosecurity, quarantine, sanctions, export control, import control, aviation security, maritime security and trade compliance laws.

8.3 Codex Freight may lodge or arrange documents based on information provided by the Customer.

8.4 Codex Freight is not responsible for verifying tariff classification, customs value, origin, permit requirements or import/export eligibility unless Codex Freight expressly agrees in writing to provide that specific service.

8.5 The Customer is responsible for and indemnifies Codex Freight from and against any Loss arising from:

(a) incorrect tariff classification;

(b) incorrect customs value;

(d) missing or incorrect permits, licences or certificates;

(e) underpaid duties, GST, taxes or levies;

(f) incorrect goods description;

(g) Authority inspection, hold, seizure, treatment, destruction or direction;

(h) sanctions, restricted goods or prohibited goods issues; or

(i) any breach of customs, biosecurity or trade compliance law,

except to the extent caused by Codex Freight’s negligence, fraud or wilful misconduct.

8.6 Codex Freight may comply with any Authority order, direction, recommendation or requirement. Codex Freight is not liable for Loss arising from such compliance, except to the extent caused by Codex Freight’s negligence, fraud or wilful misconduct.

9. Dangerous Goods and Special Cargo

9.1 The Customer must not tender Dangerous Goods unless Codex Freight has agreed in writing prior to accepting the Goods.

9.2 The Customer must provide all declarations, SDS documents, dangerous goods declarations, packing certificates, labels, marks, placards and compliance documents required by law, carriers and Authorities.

9.3 The Customer warrants that Dangerous Goods are properly classified, packed, marked, labelled, documented and fit for transport.

9.4 If Goods are or become dangerous, unsafe, unlawful, contaminating, leaking, odorous, unstable, perishable, deteriorating or harmful, Codex Freight may take reasonable action to protect persons, property, equipment, the environment, Authorities, Subcontractors or Codex Freight.

9.5 Action under clause 9.4 may include refusing, moving, storing, returning, isolating, treating, destroying, disposing of or abandoning the Goods.

9.6 Where practicable, Codex Freight will give notice before taking action under clause 9.5. Notice is not required where immediate action is reasonably necessary for safety, legal compliance, Authority direction or prevention of further Loss.

9.7 The Customer is responsible for and indemnifies Codex Freight from and against any Loss arising from Dangerous Goods or undeclared special cargo, except to the extent caused by Codex Freight’s negligence, fraud or wilful misconduct.

10. Temperature-Controlled, Perishable and High-Value Goods

10.1 Codex Freight does not accept responsibility for temperature-controlled, perishable, fragile, high-value, time-sensitive, live, restricted or special cargo unless Codex Freight has expressly agreed in writing to handle that cargo on that basis.

10.2 The Customer must provide clear written instructions for any special cargo, including required temperature range, handling conditions, permits, expiry dates, packing requirements and delivery deadlines.

10.3 If the Customer or a third party packs or loads a temperature-controlled Container, the Customer warrants that:

(a) the Container has been properly pre-cooled or pre-heated;

(b) the Goods are suitable for the selected temperature range;

(d) air flow has not been obstructed; and

(e) temperature controls have been properly set.

10.4 Codex Freight is not liable for Loss caused by inadequate instructions, incorrect temperature settings, unsuitable packing, inherent vice, delay outside Codex Freight’s control, or the Customer’s failure to comply with this clause.

11. Packing, Labelling and Suitability

11.1 The Customer warrants that the Goods are properly packed, labelled, marked, secured and suitable for the intended Carriage.

11.2 Codex Freight is not liable for Loss caused by inadequate packing, labelling, loading, securing, bracing, stowage, sealing or preparation of Goods, except to the extent caused by Codex Freight’s negligence, fraud or wilful misconduct.

11.3 Codex Freight may repack, re-label, secure, wrap, brace or otherwise deal with Goods where reasonably necessary. The Customer must pay Codex Freight the reasonable cost of doing so.

12. Containers and Equipment

12.1 If the Customer, consignor, consignee or another third party loads or packs a Container, Codex Freight is not liable for Loss caused by:

(a) the manner of packing or loading;

(b) improper weight distribution;

(d) unsuitable Goods for Container transport;

(e) incorrect temperature setting;

(f) overloading;

(g) contamination;

(h) incorrect seal use; or

(i) apparent defects that should have been identified on reasonable inspection.

12.2 The Customer is responsible for timely unpacking and return of Containers and equipment.

12.3 The Customer must pay detention, demurrage, storage, cleaning, repair, repositioning and equipment charges arising from delay, damage, contamination, late return or misuse, except to the extent caused by Codex Freight’s negligence, fraud or wilful misconduct.

12.4 Codex Freight is not liable for detention, demurrage or storage caused by port congestion, carrier delay, terminal delay, depot delay, Authority hold, lack of de-hire slots, customer delay, consignee delay, incorrect documents or events outside Codex Freight’s reasonable control.

13. Collection, Delivery and Storage

13.1 Codex Freight does not guarantee collection, departure, arrival, transit or delivery times unless Codex Freight expressly agrees in writing to a guaranteed service.

13.2 Codex Freight may deliver Goods to the nominated consignee, receiver, address, depot, warehouse, carrier, terminal or a person who reasonably appears authorised to receive the Goods.

13.3 If delivery cannot be completed, Codex Freight may store, hold, return, redirect or otherwise reasonably deal with the Goods at the Customer’s cost.

13.4 Storage is at the Customer’s risk and cost unless Codex Freight expressly agrees otherwise in writing or Loss is caused by Codex Freight’s negligence, fraud or wilful misconduct.

13.5 The Customer must ensure that:

(a) each collection, delivery, loading and unloading site is safe, lawful, accessible and suitable for the relevant vehicle, equipment, Goods and Services; and

(b) suitable facilities, equipment, access, personnel and instructions are available for loading, unloading, delivery, receipt and storage of the Goods.

13.6 Codex Freight may refuse, suspend or delay collection or delivery if Codex Freight reasonably considers that a site is unsafe, inaccessible, unsuitable or unlawful.

14. Insurance

14.1 Codex Freight does not insure Goods unless the Customer gives written instructions and Codex Freight agrees in writing that insurance has been arranged.

14.2 Any insurance arranged by Codex Freight is arranged as agent only and is subject to the insurer’s terms, conditions, exclusions, excesses and limits.

14.3 Codex Freight is not an insurer of the Goods.

14.4 If the Customer chooses not to insure the Goods, the Customer accepts the risk of uninsured or underinsured Loss.

15. Subcontracting

15.1 Codex Freight may subcontract the whole or any part of the Services.

15.2 Codex Freight may contract with Subcontractors on terms that limit or exclude the Subcontractor’s liability.

15.3 Where Codex Freight acts as agent, the Customer authorises Codex Freight to enter contracts with Subcontractors on the Customer’s behalf.

15.4 Where Codex Freight acts as principal and subcontracts part of the Services, Codex Freight has the benefit of all exclusions, limitations, defences and rights available to the Subcontractor.

15.5 Subject to any mandatory law or non-excludable right, \tThe Customer must not make a claim against Codex Freight’s officers, employees, agents, contractors or Subcontractors where that claim seeks to avoid a defence, limitation or exclusion available to Codex Freight under these Terms.

15.6 If such a claim is made, the Customer must indemnify Codex Freight against the consequences of the claim, except to the extent caused by Codex Freight’s negligence, fraud or wilful misconduct.

16. Chain of Responsibility and Safety

16.1 The Customer must comply with all applicable road transport, workplace health and safety, load restraint, mass, dimension, fatigue, speed, vehicle safety and Chain of Responsibility laws.

16.2 The Customer warrants that:

(a) weights and dimensions are accurate;

(b) Goods are packed and restrained safely;

(d) instructions do not require or encourage unsafe conduct; and

(e) timeframes are reasonable and lawful.

16.3 Codex Freight may refuse, suspend or vary Services where reasonably necessary for safety or legal compliance.

16.4 The Customer indemnifies Codex Freight for all Loss arising from unsafe instructions, incorrect weights or dimensions, unsafe loading, unsafe premises or breach of Chain of Responsibility obligations, except to the extent caused by Codex Freight’s negligence, fraud or wilful misconduct.

17. Sanctions, Restricted Goods and Compliance

17.1 The Customer warrants that the Customer, Owner, consignor, consignee, receiver, notify party and other relevant parties are not subject to sanctions or trade restrictions.

17.2 Codex Freight may screen the Customer, Goods and relevant parties against sanctions, restricted party and trade compliance lists. Codex Freight may refuse, suspend, hold, report or terminate Services where Codex Freight reasonably considers there is a sanctions, restricted party, export control, customs or trade compliance risk.

17.3 The Customer warrants that the Goods are not prohibited, restricted, counterfeit, stolen, unlawful, embargoed or misdeclared.

17.4 Codex Freight may refuse, suspend, hold, return or report Goods if Codex Freight reasonably suspects a compliance issue.

17.5 The Customer is responsible for and indemnifies Codex Freight from and against any Loss arising from sanctions, restricted goods, export controls, import controls, unlawful goods or misdeclaration, except to the extent caused by Codex Freight’s negligence, fraud or wilful misconduct.

18. Technology and Electronic Systems

18.1 Codex Freight may use electronic systems, portals, EDI, CargoWise, customs systems, carrier platforms, email, APIs and third-party software to provide Services.

18.2 Codex Freight is not liable for Loss arising from system outage, cyber incident, data corruption, transmission error, unauthorised access, platform failure or third-party software failure, except to the extent caused by Codex Freight’s negligence, fraud or wilful misconduct.

18.3 The Customer must ensure documents, links, files and data provided to Codex Freight are accurate, secure and free from malware.

18.4 The Customer must independently verify any change to Codex Freight’s bank account details or payment instructions by contacting Codex Freight using contact details previously known to the Customer and not by relying on contact details in the communication requesting the change. The Customer is responsible for ensuring that its systems, email accounts and payment processes are secure and that payment instructions are verified before payment is made.

18.5 Codex Freight will not be responsible for any Loss arising from a payment made to an incorrect, fraudulent or unauthorised account unless the Loss is caused by Codex Freight’s fraud, wilful misconduct or non-excludable liability.

19. Confidentiality and Privacy

19.1 Each party must keep confidential information confidential, except where disclosure is required to provide Services, comply with law, deal with Authorities, instruct Subcontractors, obtain insurance, recover amounts owed, or obtain legal, accounting or professional advice.

19.2 Each party must comply with applicable privacy laws in relation to personal information handled in connection with the Services.

19.3 The Customer authorises Codex Freight to disclose information about the Customer, Goods and Services to Subcontractors, Authorities, overseas agents, insurers and professional advisers where reasonably necessary.

19.4 The Customer warrants that it has obtained all consents and given all notices required to allow Codex Freight to collect, use, disclose and transfer personal information as contemplated by these Terms, including disclosure to overseas agents, carriers, Authorities, insurers and Subcontractors.

19.5 Codex Freight may collect, use, store and disclose personal information as required to provide Services, comply with law, manage risk, recover debts and communicate with the Customer. Codex Freight may disclose personal information overseas where reasonably necessary to provide the Services.

19.6 Codex Freight will take reasonable steps to protect personal information it holds against misuse, interference, loss and unauthorised access, modification or disclosure.

Part II: Codex Freight Acting as Agent

20. Agent Services

20.1 Where Codex Freight acts as agent, Codex Freight does not itself contract to carry, store, handle or physically deal with the Goods.

20.2 Codex Freight acts on behalf of the Customer to arrange services with third parties.

20.3 Contracts may be created directly between the Customer and third parties, including carriers, shipping lines, airlines, terminals, depots, warehouses, customs brokers and overseas agents.

20.4 Codex Freight is not liable for acts or omissions of third parties where Codex Freight acts as agent, except to the extent caused by Codex Freight’s negligence, fraud or wilful misconduct in selecting or instructing the third party.

20.5 The Customer must pay all charges, costs, liabilities and expenses arising from contracts arranged by Codex Freight as agent, except to the extent caused by Codex Freight’s negligence, fraud or wilful misconduct.

21. Choice of Rates and Liability Levels

21.1 Where a carrier, warehouse, terminal, insurer or other third party offers a choice of rates based on different levels of liability, Codex Freight will not declare a higher value or select a higher liability option unless the Customer gives written instructions before Services commence.

21.2 If the Customer does not give written instructions, Codex Freight may select a standard commercial rate.

Part III: Codex Freight Acting as Principal

22. Principal Services

22.1 Where Codex Freight acts as principal, Codex Freight undertakes to perform or procure the relevant Services, subject to these Terms.

22.2 Codex Freight is liable only for Loss proven to have occurred while the Goods were in Codex Freight’s actual custody and control, except where mandatory law provides otherwise.

22.3 Where Codex Freight acts as principal and subcontracts any part of the Services, Codex Freight has the benefit of all exclusions, limitations, defences and rights available to the Subcontractor.

22.4 Codex Freight’s liability will not exceed the amount Codex Freight recovers from the responsible Subcontractor, unless mandatory law provides otherwise or Loss is caused by Codex Freight’s own negligence, fraud or wilful misconduct.

22.5 If a mandatory law, convention or transport regime applies to any stage of Carriage, Codex Freight’s liability will be determined by that law, convention or regime to the extent it cannot be excluded or modified.

23. Sea and Air Carriage

23.1 Where Goods are carried by sea, any compulsorily applicable law, convention, bill of lading or sea waybill terms will apply to that sea carriage.

23.2 Where Goods are carried by air, any compulsorily applicable law, convention, air waybill or airline terms will apply to that air carriage.

23.3 Nothing in these Terms increases Codex Freight’s liability beyond the liability that would apply to the actual carrier performing the relevant stage of Carriage, unless mandatory law requires otherwise.

Part IV: Liability, Claims and Indemnities

24. General Exclusions

24.1 Codex Freight is not liable for Loss arising from:

(a) act or omission of the Customer, Owner, Subcontractor, consignor, consignee, receiver or their representatives;

(b) inaccurate, incomplete or late information;

(d) insufficient packing, labelling, loading, securing or marking;

(e) inherent vice or nature of the Goods;

(f) ordinary leakage, wastage, evaporation, deterioration, rust, mould, infestation or temperature sensitivity;

(g) delay, deviation, detention, demurrage or storage outside Codex Freight’s reasonable control;

(h) Authority action, inspection, hold, seizure, treatment, destruction or direction;

(i) port, terminal, depot, shipping line, airline, carrier or overseas agent delay;

(j) industrial action, congestion, shortage of equipment, weather, natural disaster, war, terrorism, pandemic, cyber incident or system outage; and

(k) loss of profit, loss of market, loss of contract, loss of revenue, business interruption or indirect/consequential loss.

24.2 Clause 24.1 does not apply to the extent the Loss is caused by Codex Freight’s negligence, fraud, wilful misconduct or breach of a non-excludable statutory guarantee.

25. Limitation of Liability

25.1 If Codex Freight is liable despite these Terms, Codex Freight’s liability is limited to the maximum extent permitted by law.

25.2 Unless a mandatory law or convention provides otherwise, Codex Freight’s liability for loss of or damage to Goods is limited to the lesser of:

(a) the value of the Goods affected;

(b) AUD $2.00 per gross kilogram of the Goods affected;

(d) the amount payable under any applicable compulsory law, convention or transport document.

25.3 Despite any other provision of these Terms, Codex Freight’s liability for delay, where not excluded, is limited to the Charges paid to Codex Freight for the affected Services.

25.4 Despite any other provision of these Terms, Codex Freight is not liable for indirect, consequential, special or economic loss, including loss of profit, loss of sale, loss of market, loss of opportunity, production loss or business interruption, except where liability cannot lawfully be excluded.

25.5 The Customer may request a higher liability limit before Services commence. Codex Freight may accept or reject that request in its sole discretion. Any higher liability limit applies only if Codex Freight agrees in writing before Services commence, the Customer pays any additional Charges required by Codex Freight, and the agreed higher limit is recorded in the relevant quotation, booking confirmation or service agreement.

25.6 The Charges are calculated on the basis that Codex Freight’s liability is limited under these Terms.

26. Australian Consumer Law

26.1 Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right, remedy or protection that cannot lawfully be excluded, restricted or modified.

26.2 Where Codex Freight is permitted to limit liability for breach of a consumer guarantee, Codex Freight’s liability is limited to:

(a) supplying the Services again; or

(b) paying the cost of having the Services supplied again.

26.3 If any clause would otherwise be unfair, void or unenforceable in a standard form consumer or small business contract, that clause must be read down to the extent necessary to avoid that result.

27. Notice of Claims and Time Bar

27.1 The Customer must notify Codex Freight in writing of any claim as soon as reasonably possible.

27.2 Unless a shorter period applies under a carrier’s terms, transport document, law or convention:

(a) visible loss or damage must be notified within 24 hours of delivery;

(b) concealed loss or damage must be notified within 3 Business Days of delivery;

(d) any other claim must be notified within 14 days after the event giving rise to the claim.

27.3 The Customer must preserve the Goods, packaging, seals, documents and evidence for inspection.

27.4 Any legal proceeding against Codex Freight must be commenced within 9 months after:

(a) delivery of the Goods;

(b) the date the Goods should have been delivered; or

whichever is applicable.

27.5 This clause applies only to the extent permitted by law and does not exclude any right that cannot lawfully be excluded.

28. Customer Indemnities

28.1 The Customer indemnifies Codex Freight from and against any Loss suffered or incurred by Codex Freight to the extent caused by, arising from, or incurred in connection with:

(a) the Goods;

(b) Customer instructions;

(d) incorrect customs value, tariff classification, origin or goods description;

(e) duties, GST, taxes, levies, penalties and Authority charges;

(f) Dangerous Goods or undeclared special cargo;

(g) detention, demurrage, storage, container damage, cleaning, repair or late return;

(h) contamination, leakage, spillage, infestation or damage caused by the Goods;

(i) breach of law by the Customer, Owner, consignor, consignee or receiver;

(j) claims by Owners, consignors, consignees, receivers or third parties; and

(k) breach of these Terms by the Customer, including (without limitation) any warranties.

28.2 The Customer is not required to indemnify Codex Freight to the extent the Loss is caused by Codex Freight’s negligence, fraud, wilful misconduct or breach of non-excludable law.

29. General Average

29.1 The Customer must provide security, documents and payment reasonably required in connection with any general average claim.

29.2 The Customer indemnifies Codex Freight against Loss arising from general average claims or security demands relating to the Goods, except to the extent caused by Codex Freight’s negligence, fraud or wilful misconduct.

Part V: Lien, Sale and Abandoned Goods

30. Lien

30.1 Codex Freight has a general and particular lien over all Goods, documents and property of the Customer or Owner in Codex Freight’s possession, custody or control.

30.2 The lien secures all Charges and amounts owed to Codex Freight by the Customer or Owner, whether relating to the specific Goods or any other transaction.

30.3 The lien covers freight, duties, GST, taxes, storage, detention, demurrage, legal costs, recovery costs, Authority charges, Subcontractor charges and all reasonable costs of exercising the lien.

30.4 Codex Freight may refuse to release Goods or documents until secured amounts are paid in cleared funds.

30.5 The Customer warrants that it has authority from the Owner and any person with an interest in the Goods to grant the lien and security interest in favour of Codex Freight and to bind those persons to these Terms..

31. Sale or Disposal for Unpaid Charges

31.1 If secured amounts remain unpaid, Codex Freight may sell or dispose of Goods or documents subject to the lien.

31.2 Except in the circumstances listed in clause 31.4, Codex Freight must give the Customer at least 28 days’ written notice before selling or disposing of Goods under this clause.

31.3 Codex Freight may sell Goods by public auction, private treaty, online sale, tender or another commercially reasonable method. Codex Freight is not required to obtain market value for Goods sold or disposed of, provided Codex Freight acts in good faith and uses a commercially reasonable method of sale or disposal having regard to the nature, condition, value and storage cost of the Goods.

31.4 Codex Freight may sell, dispose of, destroy, return, abandon or otherwise deal with Goods without 28 days’ notice where Goods are:

(a) perishable;

(b) dangerous;

(d) unlawful;

(e) abandoned;

(f) subject to Authority direction;

(g) likely to cause injury, damage, contamination, penalty or further Loss; or

(h) costing more to hold than their reasonably estimated value.

31.5 Codex Freight will take reasonable steps to give notice where practicable.

31.6 Sale proceeds may be applied to:

(a) sale or disposal costs;

(b) valuation and advertising costs;

(d) secured Charges;

(e) legal and recovery costs; and

(f) other amounts owed to Codex Freight.

31.7 Any surplus will be paid to the person legally entitled to it. If there is a shortfall, the Customer remains liable for the balance.

31.8 Codex Freight is not liable for any Loss arising from the sale or disposal of Goods under this clause except to the extent caused by breach of a non-excludable law.

32. Abandoned or Undeliverable Goods

32.1 Goods may be treated as abandoned or undeliverable if:

(a) the Customer or receiver cannot be contacted;

(b) the receiver refuses delivery;

(d) the Customer fails to provide instructions;

(e) the Customer fails to pay Charges;

(f) Goods are held by an Authority;

(g) Charges exceed or are likely to exceed the value of the Goods; or

(h) continued storage is commercially unreasonable.

32.2 Codex Freight may store, return, redirect, sell, dispose of or otherwise reasonably deal with abandoned or undeliverable Goods.

32.3 Codex Freight will give reasonable notice where practicable.

33. PPSA Security Interest

33.1 For the purposes of the PPSA, the Customer grants Codex Freight a security interest in all Goods, documents, proceeds and other personal property of the Customer or Owner which is in Codex Freight’s possession, custody or control, to secure payment of all Charges and all other amounts owing to Codex Freight, whether relating to those Goods or any other transaction.

33.2 The security interest granted under this clause is in addition to, and does not limit, Codex Freight’s lien or any other right Codex Freight has under these Terms, at law or in equity.

33.3 The Customer acknowledges that Codex Freight’s security interest may attach to the Goods, documents, proceeds, accounts and any monetary obligation arising from or connected with the Goods or Services.

33.4 Codex Freight may register, amend, renew, maintain or discharge any financing statement or financing change statement on the Personal Property Securities Register in relation to its security interest where Codex Freight reasonably considers it necessary to protect its position.

33.5 The Customer must do anything reasonably required by Codex Freight to perfect, protect, maintain the priority of or enforce Codex Freight’s security interest, including signing documents, providing information, procuring consents, and giving any notice or instruction required by Codex Freight.

33.6 The Customer must not create, permit or allow any security interest, lien, charge or other encumbrance over the Goods or proceeds that may prejudice Codex Freight’s rights without Codex Freight’s prior written consent.

33.7 The Customer warrants that it has authority from the Owner and any person with an interest in the Goods to grant the security interest and lien in favour of Codex Freight.33.8 To the extent permitted by law, the Customer waives its rights to receive any notice, statement, verification statement or other communication under the PPSA that Codex Freight is permitted to withhold.

33.9 To the extent permitted by section 115 of the PPSA, the following provisions of the PPSA do not apply to the enforcement of Codex Freight’s security interest: sections 95, 118, 121(4), 130, 132(3)(d), 132(4), 135, 142 and 143.

33.10 The Customer agrees that, to the extent permitted by law, Codex Freight is not required to give any notice under the PPSA before exercising any right under these Terms, including any right to retain, sell, dispose of or otherwise deal with Goods or documents.

33.11 The Customer must immediately notify Codex Freight if the Customer changes its name, ACN, ABN, address, contact details or any other details required for Codex Freight to maintain an effective PPSA registration.

33.12 If Codex Freight receives any proceeds from dealing with Goods, Codex Freight may apply those proceeds in accordance with these Terms and is not required to apply them in any particular order unless required by law.

33.13 Words and expressions used in this clause that are defined in the PPSA have the meaning given to them in the PPSA, unless the context requires otherwise.

Part VI: General

34. Force Majeure

34.1 Codex Freight is not liable for failure or delay caused by events beyond its reasonable control.

34.2 Such events include (without limitation) weather, fire, flood, storm, natural disaster, port congestion, industrial action, labour shortage, transport disruption, road closure, equipment shortage, carrier cancellation, war, terrorism, piracy, civil unrest, pandemic, quarantine event, Authority delay, government direction, cyber incident, power failure or system outage.

34.3 Codex Freight may suspend, cancel, vary, reroute or subcontract Services where reasonably necessary due to a force majeure event.

35. Advice and Information

35.1 Any advice, estimate, classification guidance, customs guidance, transit advice or regulatory information provided by Codex Freight is general operational assistance only unless Codex Freight expressly agrees in writing to provide professional advice.

35.2 The Customer should obtain its own legal, tax, customs, insurance, technical and compliance advice where required.

35.3 The Customer is responsible for making its own enquiries and satisfying itself that the Services requested, and any route, mode, timing, handling requirement, insurance arrangement or special instruction selected by or for the Customer, are suitable for the Goods and the Customer’s requirements.

35.4 Codex Freight is not liable for reliance on advice or information by a person other than the Customer.

36. Variation

36.1 Codex Freight may update these Terms from time to time.

36.2 Updated Terms apply only to Services booked after the updated Terms are published or provided to the Customer, unless the Customer and Codex Freight agree otherwise in writing.

36.3 A variation requested by the Customer is not binding unless agreed by Codex Freight in writing.

37. Assignment

37.1 Codex Freight may assign, transfer or novate its rights and obligations under these Terms on written notice to the Customer.

37.2 The Customer must not assign its rights or obligations without Codex Freight’s prior written consent.

38. No Waiver

38.1 A failure or delay by Codex Freight to exercise a right under these Terms does not operate as a waiver. A waiver is effective only if given in writing and only to the extent expressly stated.

39. Notices

39.1 Notices may be given by email, post, courier or another electronic method used in the ordinary course of business.

39.2 A notice sent by email is deemed received when sent, unless the sender receives an automated delivery failure notice.

39.3 A notice sent by post is deemed received three Business Days after posting.

40. Dispute Resolution

40.1 If a dispute arises in connection with these Terms or the Services, either party may give the other party written notice setting out reasonable details of the dispute.

40.2 The parties must use reasonable endeavours to resolve the dispute promptly and in good faith.

40.3 If the dispute is not resolved within 10 Business Days after notice is given, either party may commence proceedings.

40.4 Nothing in this clause prevents Codex Freight from taking action to recover unpaid Charges, exercise a lien or security interest, sell or dispose of Goods, comply with any law or Authority direction, or seek urgent interlocutory or injunctive relief.

41. Governing Law and Jurisdiction

41.1 These Terms are governed by the laws of New South Wales, Australia.

41.2 The parties submit to the non-exclusive jurisdiction of the courts of New South Wales and the courts competent to hear appeals from those courts.

42. Entire Agreement

42.1 These Terms, together with any accepted quotation, booking confirmation, transport document, service agreement, credit application or other document issued or accepted by Codex Freight in writing, form the agreement between Codex Freight and the Customer.

42.2 The Customer has not relied on any statement, representation or promise not included in the agreement, except where the law does not allow reliance to be excluded.