PLEASE READ THE FOLLOWING CONDITIONS CAREFULLY AND IN THEIR ENTIRETY.

You will be bound by these conditions if we carry or store goods for you

This means that:

(a) You must take out your own insurance cover over the goods.

(b) If you are operating a business:

(i) the goods will be at your sole risk and our services are priced on this basis; and

(ii) we will not be liable for any loss of or damage to the goods, or any other losses you suffer, regardless of the cause of such loss or damage.

1. Definitions

1.1 “CGA” shall mean Troy Carroll Group Pty Ltd ABN 94 623 173 240 and its successors and assigns or any person acting on behalf of and with the authority of Troy Carroll Group Pty Ltd.

1.2 “Sub-Contractor” shall mean and include:

(a) railways or airways operated by the Commonwealth or any state or any other country or by any corporation; or

(b) Any other person or entity with whom CGA may arrange for the carriage or storage of any Goods the subject of the contract; or

(c) Any person who is now or hereafter a servant, agent, employee or sub-contractor of any of the persons referred to in clause 1.2(a) and 1.2(b).

1.3 “Client” shall mean the Client or any person or persons acting on behalf of and with the authority of the Client. Where more than one Client has entered into this agreement, the Clients shall be jointly and severally liable for all payments of the Price.

1.4 “Consignee” shall mean the person to whom the Goods are to be delivered by way of CGA’s Services.

1.5 “Dangerous Goods” means Goods that:

(a) are corrosive, flammable, noxious, toxic or explosive;

(b) may become liable to damage any property or person;

(c) are dangerous Goods as defined in the Australian Dangerous Goods Code(as updated from time to time)

(d) determined by CGA to be dangerous goods and also includes Goods that are hazardous to human health.

1.6 “Guarantor” means that person(or persons), or entity who agrees herein to be liable for the debts of the Client on a principal debtor basis.

1.7 “Goods” shall mean cargo together with any container, packaging, or pallet(s) to be moved from one place to another by way of CGA’s Services, or for storage by CGA.

1.8 “Services” shall mean all services supplied by CGA to the Client and are as described on the quotations, invoices, consignment note, airway bills, manifests, sales order or any other forms as provided by CGA to the Client and includes any advice or recommendations.

1.9 “Equipment” shall mean all Equipment including any accessories supplied on hire by CGA to the Client(and where the context so permits shall include any supply of services). The Equipment shall be as described on the invoices, quotation, authority to hire, or any other work authorisation form provided by CGA to the Client.

1.10 “PPSA” means the Personal Property Securities Act 2009(as amended from time to time).

1.11 “Price” shall mean the cost of the Services as agreed between CGA and the Client subject to clause 3 of this contract.

1.12 A reference to a person permits, as the context requires, a reference to a corporation, company, partnership or other entity.

2. The Australian Consumer Law

2.1 Nothing in this agreement is intended to have the affect of contracting out of any applicable provisions of the Australian Consumer Law, by that law where applicable.

2.2 Liability of CGA 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 CGA:

(a) the supplying of the Services again; or

(b) the payment of the cost of having the Services supplied again; or

(c) where the Client is a consumer as defined in the Australian Consumer Law then the client shall also be entitled to a refund.

3. Acceptance

3.1 Any instructions received by CGA from the Client for the supply of Services shall constitute acceptance of the terms and conditions contained herein.

3.2 Upon acceptance of these terms and conditions by the Client the terms and conditions are irrevocable and can only be rescinded in accordance with these terms and conditions or with the written consent of the manager of CGA.

3.3 These terms and conditions are to be read in conjunction with CGA’s quotation, Commercial Credit Application, consignment note, all agreement, airway bills, manifests, or any other forms as provided by CGA to the Client. If there are any inconsistencies between these documents then the terms and conditions contained in this document shall prevail.

3.4 The Client shall give CGA not less than fourteen(14) days prior written notice of any proposed change of ownership of the Client or any change in the Client’s name and/or any other change in the Client’s details(including but not limited to, changes in the Client’s address, facsimile number, or business practice). The Client shall be liable for any loss incurred by CGA as a result of the Client’s failure to comply with this clause.

4. Price And Payment

4.1 At CGA’s sole discretion the Price shall be either;

(a) As indicated on invoices provided by CGA to the Client in respect of Services supplied; or

(b) CGA’s current price at the date of delivery of the Goods according to CGA’s current Price list; or

(c) CGA’s quoted Price(subject to clause 4.2 & 4.3) which shall be binding upon CGA provided that the Client shall accept in writing CGA’s quotation within thirty(30) days.

4.2 CGA may by giving notice to the Client increase the Price of the Services to reflect any increase in the cost to CGA beyond the reasonable control of CGA(including, without limitation, foreign exchange fluctuations, or increases in taxes or customs duties or insurance premiums or warehousing costs, or due to unforeseen circumstances, including accessibility and other service dependencies).

4.3 The Carrier may charge freight by weight, measurement or value, and may at any time re-weigh, or re-value or re-measure or require the Goods to be re-weighed, or re-valued or re-measured and charge proportional additional freight accordingly.

4.4 At CGA’s sole discretion payment for approved Client’s shall be due fourteen(14), twenty-one(21) or thirty(30) days following the date of the invoice.

4.5 Time for payment for the Services shall be of the essence and will be stated on the invoice, consignment note, airway bills, manifests or any other forms. If no time is stated then payment shall be due seven(7) days following the date of the invoice.

4.6 Payment will be made by cash, or by cheque, or by bank cheque, or by direct credit, or by any other method as agreed to between the Client and CGA.

4.7 GST and other taxes and duties that may be applicable shall be added to the Price except when they are expressly included in the Price.

5. CGA Not Common Carrier

5.1 CGA is not a Common Carrier and will accept no liability as such. All articles are carried or transported and all storage and other services are performed by CGA subject only to these conditions and CGA reserves the right to refuse the carriage or transport of articles for any person, corporation or body, and the carriage or transport of any class of articles at its discretion.

6. Client-Packed Containers

6.1 If a container has not been stowed by or on behalf of CGA, CGA shall not be liable for loss of or damage to the Goods caused by:

(a) the manner in which the container has been stowed; or

(b) the unsuitability of the Goods for carriage or storage in containers; or

(c) the unsuitability or defective condition of the container.

7. Nomination Of Sub-Contractor

7.1 The Client hereby authorises CGA(if it should think fit to do so) to arrange with a Sub-Contractor for the carriage of any Goods that are the subject of the contract. Any such arrangement shall be deemed to be ratified by the Client upon delivery of the said Goods to such Sub-Contractor, who shall thereupon be entitled to the full benefit of these terms and conditions to the same extent as CGA. In so far as it may be necessary to ensure that such Sub-Contractor shall be so entitled CGA shall be deemed to enter into this contract for its own benefit and also as agent for the Sub-Contractor.

8. CGA’s Servants or Agents

8.1 The Client undertakes that no claim or allegation shall be made against any servant or agent of CGA which attempts to impose upon any of them any liability whatsoever in connection with the Goods and, if any such claim or allegation should nevertheless be made, to indemnify CGA and any such servant or agent against all consequences thereof.

9. Method Of Transport

9.1 If the Client instructs CGA to use a particular method of carriage whether by road, rail, sea or air CGA will give priority to the method designated but if that method cannot conveniently be adopted by CGA the Client shall be deemed to authorise CGA to carry or have the Goods carried by another method or methods.

10. Route Deviation

10.1 The Client shall be deemed to authorise any deviation from the usual route or manner of carriage of Goods that may in the absolute discretion of CGA be deemed reasonable or necessary in the circumstances.

11. Charges Earned

11.1 CGA’s charges shall be considered earned in the case of Goods for carriage as soon as the Goods are loaded and despatched from the Client’s premises.

12. Demurrage

12.1 The Client will be and shall remain responsible to CGA for all its proper charges incurred for any reason. A charge may be made by CGA in respect of any delay in excess of thirty(30) minutes in loading or unloading occurring other than from the default of CGA. Such permissible delay period shall commence upon CGA reporting for loading or unloading. Labour to load or unload the vehicle shall be the responsibility and expense of the Client or Consignee.

13. Dangerous Goods

13.1 If CGA accepts Dangerous Goods for carriage, such Goods must be accompanied by a full written declaration disclosing the nature of such goods.

13.2 The Customer will indemnify CGA against all loss(including consequential loss) damage or injury howsoever caused arising out of the carriage of any Dangerous Goods whether declared as such or not and whether or not the Customer was aware of the nature of the Goods.

13.3 If, in the opinion of CGA, the Goods are or are liable to become of a dangerous or flammable or damaging nature, the Goods may at any time be destroyed, disposed of, abandoned or rendered harmless without compensation to the Customer and without prejudice to CGA’s right to charge for the carriage of the Goods.

13.4 The Customer warrants that it has complied with all laws and regulations relating to the nature, packaging, labelling or cartage of any Dangerous Goods and that the Dangerous Goods are packed in a manner adequate to withstand the ordinary risks of carriage having regard to their nature and agrees to indemnify CGA for any liability whatsoever as a result of or arising out of the Customer’s failure to comply with each of these warranties.

14. Consignment Note

14.1 It is agreed that the person delivering any Goods to CGA for carriage or forwarding is authorised to sign the consignment note for the Client.

15. Client’s Responsibility

15.1 The Client expressly warrants to CGA that the Client is either the owner or the authorised agent of the owner of any Goods or property that is the subject matter of this contract of cartage and/or storage and by entering into this contract the Client accepts these conditions of contract for the Consignee as well as for all other persons on whose behalf the Client is acting.

16. Delivery

16.1 CGA is authorised to deliver the Goods at the address given to CGA by the Client for that purpose and it is expressly agreed that CGA shall be taken to have delivered the Goods in accordance with this contract if at that address CGA obtains from any person a receipt or a signed delivery docket for the Goods.

16.2 CGA may deliver the Goods by separate instalments(in accordance with the agreed delivery schedule). Each separate instalment shall be invoiced and paid for in accordance with the provisions in this contract.

16.3 Delivery of the Goods to a third party nominated by the Client is deemed to be delivery for the purposes of this agreement.

16.4 It is the Client’s sole responsibility to address adequately each consignment and to provide written delivery instructions to enable effective delivery.

16.5 The failure of CGA to deliver shall not entitle either party to treat this contract as repudiated.

17. Loss Or Damage

17.1 Subject to any statutory provisions imposing liability in respect of the loss of or damage to the Goods(including but not limited to chilled, frozen, refrigerated or perishable Goods):

(a) CGA shall not be under any liability for any damage to, loss, deterioration, mis-delivery, delay in delivery or non-delivery of the Goods(whether the Goods are or have been in the possession of CGA or not) nor for any instructions, advice, information or service given or provided to any person, whether in respect of the Goods or any other thing or matter, nor for any consequential or indirect loss, loss of market or consequences of delay; and

(b) The Client will indemnify CGA against all claims of any kind whatsoever, howsoever caused or arising brought by any person in connection with any matter or thing done, said or omitted by CGA in connection with the Goods.

18. Insurance

18.1 The Client acknowledges that:

(a) The Goods are carried and stored at the Client’s sole risk and not at the risk of CGA; and

(b) CGA is under no obligation to arrange insurance of the Goods and it remains the Client’s responsibility to ensure that the Goods are insured adequately or at all; and

(c) Under no circumstances will CGA be under any liability with respect to the arranging of any such insurance and no claim will be made against CGA for failure to arrange or ensure that the Goods are insured adequately or at all.

19. Default & Consequences Of Default

19.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and one half percent(2.5%) per calendar month(and at CGA’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.

19.2 In the event that the Client’s payment is dishonoured for any reason the Client shall be liable for any dishonour fees incurred by CGA.

19.3 If the Client defaults in payment of any invoice when due, the Client shall indemnify CGA from and against all costs and disbursements incurred by CGA in pursuing the debt including legal costs on a solicitor and own client basis and CGA’s collection agency costs.

19.4 Without prejudice to any other remedies CGA may have, if at any time the Client is in breach of any obligation(including those relating to payment), CGA may suspend or terminate the supply of Services to the Client and any of its other obligations under the terms and conditions. CGA will not be liable to the Client for any loss or damage the Client suffers because CGA exercised its rights under this clause.

19.5 If any account remains overdue after one(1) day then an amount of the greater of $20.00 or 10.00% of the amount overdue(up to a maximum of $200) shall be levied for administration fees which sum shall become immediately due and payable.

19.6 Without prejudice to CGA’s other remedies at law CGA shall be entitled to cancel all or any part of any order of the Client which remains unperformed in addition to and without prejudice to any other remedies and all amounts owing to CGA shall, whether or not due for payment, become immediately payable in the event that:

(a) any money payable to CGA becomes overdue, or in CGA’s opinion the Client will be unable to meet its payments as they fall due; or

(b) the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or

(c) a receiver, manager, liquidator(provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.

20. Security

Charge

20.1 Despite anything to the contrary contained herein or any other rights which CGA may have howsoever:

(a) Where the Client and/or the Guarantor(if any) is the owner of land, realty or any other asset capable of being charged, both the Client and/or the Guarantor agree to mortgage and/or charge all of their joint and/or several interest in the said land, realty or any other asset to CGA or CGA’s nominee to secure all amounts and other monetary obligations payable under the terms and conditions. The Client and/or the Guarantor acknowledge and agree that CGA(or CGA’s nominee) shall be entitled to lodge where appropriate a caveat, which caveat shall be released once all payments and other monetary obligations payable hereunder have been met.

(b) Should CGA elect to proceed in any manner in accordance with this clause and/or its sub-clauses, the Client and/or Guarantor shall indemnify CGA from and against all CGA’s costs and disbursements including legal costs on a solicitor and own client basis.

(c) The Client and/or the Guarantor(if any) agree to irrevocably nominate constitute and appoint CGA or CGA’s nominee as the Client’s and/or Guarantor’s true and lawful attorney to perform all necessary acts to give effect to the provisions of this clause 20.1.

Lien on Goods

20.2 The Goods are accepted subject to a general lien for all charges now due or that may become due to CGA by the Customer on any account whatsoever, whether in respect of the Goods or in respect of any other goods for which the Carrier provides or has provided services of carriage.

20.3 If charges are not paid when due, or the Goods are not collected when so required or designated, CGA may, without notice, and immediately:

(a) remove all or any of the Goods and store them as CGA thinks fit at the Customer’s risk and expense;

(b) open and sell all or any of the Goods as CGA thinks fit(whether by private treaty or public auction) and apply the proceeds to discharge the lien and costs of sale without being liable to any person for any loss or damage caused.

20.4 The parties agree that the lien attaches to Goods when the Goods are accepted by CGA for carriage.

20.5 The Customer agrees that the lien arising under these conditions is a security interest for the purposes of the PPSA.

21. Privacy Act 1988

21.1 The Client and/or the Guarantor/s agree for CGA to obtain from a credit reporting agency a credit report containing personal credit information about the Client and Guarantor/s in relation to credit provided by CGA.

21.2 The Client and/or the Guarantor/s agree that CGA may exchange information about the Client and the Guarantor/s with those credit providers either named as trade referees by the Client or named in a consumer credit report issued by a credit reporting agency for the following purposes:

(a) To assess an application by Client; and/or

(b) To notify other credit providers of a default by the Client; and/or

(c) To exchange information with other credit providers as to the status of this credit account, where the Client is in default with other credit providers; and/or

(d) to assess the credit worthiness of Client and/or Guarantor/s.

21.3 The Client consents to CGA being given a consumer credit report to collect overdue payment on commercial credit(Section 18K(1)(h) Privacy Act 1988).

21.4 The Client agrees that personal credit information provided may be used and retained by CGA for the following purposes and for other purposes as shall be agreed between the Client and CGA or required by law from time to time:

(a) Provision of Services; and/or

(b) Marketing of Services by CGA, its agents or distributors in relation to the Services; and/or

(c) Analysing, verifying and/or checking the Client’s credit, payment and/or status in relation to provision of Services; and/or

(d) Processing of any payment instructions, direct debit facilities and/or credit facilities requested by Client; and/or

(e) Enabling the daily operation of Client’s account and/or the collection of amounts outstanding in the Client’s account in relation to the Services.

21.5 CGA may give information about the Client to a credit reporting agency for the following purposes:

(a) To obtain a consumer credit report about the Client; and/or

(b) Allow the credit reporting agency to create or maintain a credit information file containing information about the Client.

22. Cancellation

22.1 CGA may cancel any contract to which these terms and conditions apply or cancel delivery of Goods at any time before the Goods are delivered by giving written notice to the Client. On giving such notice CGA shall repay to the Client any sums paid in respect of the Price. CGA shall not be liable for any loss or damage whatever arising from such cancellation.

22.2 In the event that the Client cancels delivery of Goods the Client shall be liable for any loss incurred by CGA(including, but not limited to, any loss of profits) up to the time of cancellation.

23. Equipment Hire

23.1 The Equipment shall at all times remain the property of CGA and is returnable on demand by CGA. In the event that the Equipment is not returned to CGA in the condition in which it was delivered CGA retains the right to charge the Price of repair or replacement of the Equipment.

23.2 The Client shall;

(a) keep the Equipment in their own possession and control and shall not assign the benefit of the Equipment nor be entitled to lien over the Equipment.

(b) not alter or make any additions to the Equipment including but without limitation altering, make any additions to, defacing or erasing any identifying mark, plate or number on or in the Equipment or in any other manner interfere with the Equipment.

(c) keep the Equipment, complete with all parts and accessories, clean and in good order as delivered, and shall comply with any maintenance schedule as advised by CGA to the Client.

23.3 The Client accepts full responsibility for the safekeeping of the Equipment and the Client agrees to insure, or self insure, CGA’s interest in the Equipment and agrees to indemnify CGA against physical loss or damage including, but not limited to, the perils of accident, fire, theft and burglary and all other usual risks and will effect adequate Public Liability Insurance covering any loss, damage or injury to property or persons arising out of the use of the Equipment. Further the Client will not use the Equipment nor permit it to be used in such a manner as would permit an insurer to decline any claim.

24. General

24.1 If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.

24.2 These terms and conditions and any contract to which they apply shall be governed by the laws of South Australia and are subject to the jurisdiction of the courts of South Australia.

24.3 The Client shall not be entitled to set off against or deduct from the Price any sums owed or claimed to be owed to the Client by CGA.

24.4 CGA reserves the right to review these terms and conditions at any time. If, following any such review, there is to be any change to these terms and conditions, then that change will take effect from the date on which CGA notifies the Client of such change.

24.5 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.

24.6 The terms and conditions set out herein shall prevail over the terms and conditions set out in any document used by the Client, the owner or any other person having an interest in the Goods and purporting to have a contractual effect.

24.7 The failure by CGA to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect CGA’s right to subsequently enforce that provision.

25. Storage

25.1 Where Goods are stored by the CGA at the request of the Customer, the Customer will provide:

(a) an address to which notices will be sent;

(b) samples of the signatures of persons entitled to collect the Goods; and

(c) an inventory of the Goods to be stored.

25.2 CGA may remove the Goods from a place of storage to another place of storage at its discretion.

25.3 The Customer must give 48 hours’ notice to the Carrier of its intention to remove Goods from storage.

25.4 CGA will not be obliged to deliver any Goods except to the Customer or to a person authorised in writing by the Customer to receive the Goods without:

(a) a direction in writing from the Customer;

(b) payment of all amounts due by the Customer to the Carrier on any account whatsoever.

25.5 The Customer will remove its Goods from storage within seven days of receipt of written notice from CGA.

25.6 If any identifying document or mark is lost, damaged, destroyed or defaced, CGA may open any document, wrapping, package or other container in which the Goods are placed or carried to inspect them either to determine their nature or condition or to determine their ownership.

26. PPSA

26.1 If Chapter 4 of the Personal Property Securities Act 2009(Cth)(“PPSA”) does apply to the enforcement of a Security Interest arising under or in connection with these Terms and Conditions, the Customer agrees the following provisions of the PPSA will not apply to the enforcement of that Security Interest(“Security Interest” has the same meaning as under the PPSA):

(a) section 95(notice of removal of accession), to the extent that it requires CGA to give the Customer a notice;

(b) section 96(when a person with an interest in the whole may retain accession);

(c) subsection 121(4)(enforcement of liquid assets – notice to grantor);

(d) section 125(obligation to dispose of or retain collateral);

(e) section 130(notice of disposal), to the extent that it requires CGA to give the Customer a notice;

(f) paragraph 132(3)(d)(contents of statement of account after disposal);

(g) subsection 132(4)(statement of account if no disposal);

(h) section 142(redemption of collateral);

(i) section 143(reinstatement of security agreement).

26.2 Where a person is a controller in relation to the Goods, the parties agree that Part 4.3 of the PPSA will not apply to the enforcement of any Security Interest in the Goods by that controller.

26.3 Despite any contrary provisions of the PPSA, notices or documents required or permitted to be given to CGA for the purposes of the PPSA must be given in accordance with the PPSA.

26.4 The Customer consents to CGA effecting one or more registrations on the PPSR(in any manner CGA considers appropriate) in relation to any Security Interest arising under or in connection with these terms and conditions and the Customer agree to provide all assistance reasonably required by CGA to facilitate this.

26.5 The Customer waives its right to receive any notice under the PPSA(including notice of a verification statement) unless the notice is required by the PPSA and cannot be excluded.

26.6 The Customer acknowledges that if CGA’s interest under these terms and conditions is a Security Interest for the purposes of the PPSA:

(a) that Security Interest relates to the Goods and all Proceeds of any kind; and

(b) this document is a security agreement for the purposes of the PPSA.

26.7 Terms used in these conditions have the same meaning as under the PPSA.

27. Force majeure

CGA is not liable for any failure or delay to perform its obligations if such failure or delay is in whole or part attributable to any cause whatsoever beyond its control, including but not limited to unforeseen breakdown of machinery, suspension of electricity or other relevant power supply, riots, war, robbery, civil commotion, adverse non foreseeable weather conditions, disaster caused by fire and/or water, action of government or port authority, delay of vessel, rail-road embargoes, trade embargoes, inability to obtain transportation facilities

28. Guarantee

28.1 If the Customer(or in the case where the Customer is a trust, the trustee) is a corporation CGA agrees to supply services to that corporation on the condition that the directors of the corporation(“the Guarantors”) hereby guarantee all liabilities of the Customer to CGA.

28.2 The Guarantors hereby guarantee to CGA the due and punctual performance of all of the Customer’s obligations under this agreement and any associated agreement and the Guarantors hereby indemnify CGA from any loss or claim suffered by CGA as a result of the Customer’s failure to abide by the terms of this agreement.

28.3 The Guarantors acknowledge that:

(a) This guarantee is a continuing guarantee and the liability of the Guarantors is not discharged or reduced by the insolvency r bankruptcy or one or more of the Guarantors;

(b) If the Customer does not perform its obligations then the Guarantor’s must perform the obligations of the Customer as if they were named as the Customer;

(c) The obligations of the Guarantee to act under this guarantee is not affected by CGA releasing the Customer or by CGA giving the Customer or the Guarantors an indulgence or time to pay or perform;

(d) Their personal assets(house, car, cash, shares etc) are at risk;

(e) If there is more than one Guarantor, the obligations are joint and several.

28.4 This guarantee may be enforced at any time by CGA and in the event that CGA requires a separate guarantee from the Guarantors, the Guarantor’s will, and Customer will cause the Guarantors to, execute same at the request of CGA as a condition to CGA providing services to the Customer.