Standard Trading Terms and Conditions

1. Application

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

1.2 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.

1.3 These Terms apply unless CODEX Freight agrees otherwise in writing.

1.4 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.

1.5 Where CODEX Freight issues or arranges a bill of lading, sea waybill, air waybill, consignment note, warehouse receipt or other transport document, that document applies in addition to these Terms. If there is inconsistency, the transport document prevails only to the extent of the inconsistency.

1.6 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.

Chain of Responsibility means the duties and obligations imposed under the Heavy Vehicle National Law and any related regulations, codes, standards or laws applying to road transport activities.

CODEX Freight, Company, we, us or our means CODEX FREIGHT PTY LTD ACN 697 941 683 and, where the context allows, its officers, employees, agents, contractors, subcontractors and representatives.

Container means any container, reefer container, trailer, flat rack, pallet, stillage, tank container, 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.

Marine Order 47 means Marine Order 47 and any applicable replacement, amendment or related Australian maritime requirement, including any obligation relating to cargo, container packing, transport information or verified gross mass where applicable.

Verified Gross Mass or VGM means the verified gross mass of a packed container required under SOLAS, Marine Order 42, Marine Order 47, carrier requirements, terminal requirements or any applicable law or Authority requirement.

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;(c) CODEX Freight issues a transport document stating that it contracts as carrier; or(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 is either the Owner of the Goods or is authorised by the Owner to accept 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;(c) weight, volume and dimensions;(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 Loss arising from inaccurate, incomplete, late, misleading or unlawful information, except to the extent caused by CODEX Freight's gross negligence, fraud, criminal conduct or wilful misconduct.

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;(c) may breach an Authority requirement;(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 gross negligence, fraud, criminal conduct 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;(c) currency movement;(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.

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 The Customer must not withhold payment of undisputed Charges because of a disputed claim relating to another shipment or matter.

7.6 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.

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 Loss arising from:(a) incorrect tariff classification;(b) incorrect customs value;(c) incorrect origin declaration;(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 gross negligence, fraud, criminal conduct 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 gross negligence, fraud, criminal conduct 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 before 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 Loss arising from Dangerous Goods or undeclared special cargo, except to the extent caused by CODEX Freight's gross negligence, fraud, criminal conduct 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;(c) the Goods have been properly packed and stowed;(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 gross negligence, fraud, criminal conduct 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 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;(c) inadequate securing or bracing;(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 gross negligence, fraud, criminal conduct 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 Collection and delivery times are estimates only 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 Any storage, holding, return, redirection or other dealing with Goods under this clause is at the Customer's risk and cost. CODEX Freight is not liable for loss of or damage to Goods during storage or holding under this clause, except to the extent caused by CODEX Freight's gross negligence, fraud, criminal conduct or wilful misconduct.

14. Insurance

14.1 CODEX Freight does not insure Goods unless the Customer gives written instructions and CODEX Freight confirms 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 The 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 gross negligence, fraud, criminal conduct or wilful misconduct.

15.7 Every officer, employee, agent, contractor, subcontractor, sub-subcontractor and representative of CODEX Freight has the benefit of every exclusion, limitation, defence, indemnity, right and protection available to CODEX Freight under these Terms. CODEX Freight enters into these Terms for itself and as agent and trustee for those persons.

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, including the Heavy Vehicle National Law where applicable.

16.2 The Customer warrants that:(a) weights and dimensions are accurate;(b) Goods are packed and restrained safely;(c) loading and unloading facilities are safe and suitable;(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 is responsible for 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 gross negligence, fraud, criminal conduct or wilful misconduct.

16.5 The Customer is responsible for providing accurate verified gross mass, container weight, cargo weight, packing information and declarations required under SOLAS, Marine Order 42, Marine Order 47, carrier requirements, terminal requirements, road transport law, port requirements or any applicable law or Authority requirement.

16.6 CODEX Freight may rely on any verified gross mass, cargo weight, container weight, packing information or declaration provided by or on behalf of the Customer. CODEX Freight is not liable for Loss arising from inaccurate, incomplete, late or misleading verified gross mass, cargo weight, container weight, packing information or declarations, except to the extent caused by CODEX Freight's gross negligence, fraud, criminal conduct 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 The Customer warrants that the Goods are not prohibited, restricted, counterfeit, stolen, unlawful, embargoed or misdeclared.

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

17.4 The Customer is responsible for Loss arising from sanctions, restricted goods, export controls, import controls, unlawful goods or misdeclaration, except to the extent caused by CODEX Freight's gross negligence, fraud, criminal conduct 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 gross negligence, fraud, criminal conduct 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.

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 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.

19.3 The Customer must ensure it has authority to provide personal information to CODEX Freight.

19.4 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.

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 gross negligence, fraud, criminal conduct 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 gross negligence, fraud, criminal conduct 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.

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 gross negligence, fraud, criminal conduct 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.

24. General Exclusions

24.1 CODEX Freight is not liable for Loss arising from:(a) act or omission of the Customer, Owner, consignor, consignee, receiver or their representatives;(b) inaccurate, incomplete or late information;(c) compliance with Customer instructions;(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;(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 gross negligence, fraud, criminal conduct, 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;(c) the amount recovered by CODEX Freight from the responsible carrier, Subcontractor or third party; or(d) the amount payable under any applicable compulsory law, convention or transport document.

25.3 CODEX Freight's liability for delay, where not excluded, is limited to the Charges paid to CODEX Freight for the affected Services.

25.4 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 and may charge an additional fee.

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;(c) non-delivery must be notified within 7 days after expected delivery; and(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(c) the event giving rise to the claim,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 against Loss arising from:(a) the Goods;(b) Customer instructions;(c) inaccurate, incomplete or late information;(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;(k) breach of these Terms by the Customer.

28.2 The Customer is not required to indemnify CODEX Freight to the extent the Loss is caused by CODEX Freight's gross negligence, fraud, criminal conduct, 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 gross negligence, fraud, criminal conduct or wilful misconduct.

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 to grant this lien on behalf of the Owner.

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.

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;(c) deteriorating;(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) storage and handling costs;(c) secured Charges;(d) legal and recovery costs; and(e) 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.

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;(c) Goods are not collected within a reasonable time;(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 The Customer grants CODEX Freight a security interest in all Goods, documents, proceeds and property held by CODEX Freight to secure amounts owed to CODEX Freight.

33.2 CODEX Freight may register its security interest on the Personal Property Securities Register where reasonably necessary.

33.3 The Customer must do anything reasonably required by CODEX Freight to perfect, protect or enforce its security interest.

33.4 To the extent permitted by law, the Customer waives any PPSA notice rights that may lawfully be waived.

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 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 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. Notices

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

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

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

38. Governing Law and Jurisdiction

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

38.2 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.

39. Entire Agreement

39.1 These Terms, together with any accepted quotation, booking confirmation, transport document, service agreement, credit application or written instruction, form the agreement between CODEX Freight and the Customer.

39.2 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.