UNICON INTERNATION PTY LTD – STANDARD TRADING CONDITIONS
Freight Forwarding • International Freight • Warehousing • Transport • Logistics • Customs & Related Services
1. Definitions
“Unicon”, “we”, “us” or “our” means Unicon International Pty Ltd and its employees, officers, agents, contractors, subcontractors and representatives.
“Customer”, “you” or “your” means the person or entity requesting, instructing, contracting for or receiving Services from Unicon.
“Goods” means any goods, cargo, freight, documents, containers, pallets, packaging or other property delivered to, collected by, handled by, stored by, transported by or otherwise dealt with by Unicon.
“Services” means freight forwarding, customs clearance, logistics, transport, warehousing, storage, packing, unpacking, consolidation, deconsolidation, distribution, documentation, agency or other services supplied or arranged by Unicon.
“Carrier” means any road, rail, sea, air or other carrier engaged by Unicon.
“Subcontractor” means any person or entity engaged by Unicon to perform all or part of the Services.
“Charges” means all amounts payable to Unicon, including freight, storage, handling, customs, duties, taxes, disbursements, fuel levies, port charges, demurrage, detention, waiting time, quarantine, inspection, security and other costs.
“Bill of Lading” or “B/L” means any bill of lading, sea waybill, house bill of lading, master bill of lading or equivalent transport document issued by or on behalf of a Carrier or other transport provider.
“Consequential Loss” includes loss of profit, revenue, business, production, contracts, anticipated savings, opportunity, goodwill, reputation, market, use or any indirect, special or consequential loss.
“PPSA” means the Personal Property Securities Act 2009 (Cth).
2. Application and Acceptance
2.1 These Conditions apply to all Services provided by Unicon unless Unicon expressly agrees otherwise in writing.
2.2 They apply whether Unicon acts as freight forwarder, logistics provider, warehouse operator, transport provider, customs intermediary, agent, principal contractor, carrier or arranger of services.
2.3 A quotation, booking confirmation, rate schedule, invoice, consignment note, warehouse receipt, delivery order, Bill of Lading or other document issued or accepted by Unicon forms part of the contractual arrangements.
2.4 The Customer accepts these Conditions by instructing Unicon, booking Services, delivering Goods to Unicon or its nominated provider, accepting delivery, paying an invoice or otherwise permitting Unicon to commence the Services.
2.5 Any Customer purchase order, procurement terms, portal terms or other document does not amend these Conditions unless expressly accepted in writing by Unicon.
3. Bills of Lading, Sea Waybills and Carrier Terms
3.1 The Customer acknowledges that international and domestic carriage may be governed by a Bill of Lading, sea waybill, carrier tariff, shipping line terms, charterparty terms, air waybill, consignment note or other applicable transport document.
3.2 Where a Bill of Lading or other transport document applies to the Goods, the Customer must comply with all terms, conditions, declarations, warranties, restrictions, charges, indemnities, limitation provisions and other requirements contained in or incorporated into that document.
3.3 The Customer must ensure that its employees, agents, suppliers, consignors, consignees and other persons acting on its behalf comply with the applicable Bill of Lading and Carrier terms.
3.4 Unicon must comply with applicable terms of the relevant Bill of Lading and Carrier arrangements to the extent those terms apply to Unicon’s role. The Customer acknowledges that Unicon may be required to pass those obligations through to the Customer and may require the Customer to execute or acknowledge relevant transport documents.
3.5 Where Unicon arranges carriage as agent or intermediary, the Customer authorises Unicon to enter into carriage arrangements and accept applicable Carrier terms on the Customer’s behalf where reasonably necessary to arrange the Services.
3.6 Where a Bill of Lading or other mandatory transport regime imposes a limitation, exclusion, defence, exemption, time bar, jurisdiction clause, lien, indemnity or other protection in favour of the Carrier or its agents, Unicon may rely on and, to the maximum extent permitted by law, extend the benefit of that protection to itself, its employees, agents, subcontractors and service providers.
3.7 The Customer must not give instructions to Unicon that would cause Unicon to breach an applicable Bill of Lading, Carrier term, law, convention, customs requirement or regulatory obligation.
3.8 If the Customer’s instructions conflict with an applicable Bill of Lading, Carrier term or mandatory law, Unicon may reject, amend or suspend the instruction without liability.
3.9 The Customer is responsible for all additional costs, liabilities, penalties, claims, delays, detention, demurrage, storage, inspection, re-documentation and other consequences arising from the Customer’s failure to comply with an applicable Bill of Lading or Carrier term.
3.10 Where a Bill of Lading or other transport document requires information or declarations from the shipper, consignor, consignee or Customer, the Customer warrants that the information and declarations it provides are true, complete and accurate.
3.11 The Customer acknowledges that Carrier terms may be amended, supplemented or replaced from time to time and agrees to comply with the version applicable to the relevant shipment, provided Unicon has made or reasonably can make the applicable terms available to the Customer.
3.12 Nothing in these Conditions is intended to exclude or modify any mandatory liability regime applicable to the relevant carriage.
4. Unicon’s Role and Use of Third Parties
4.1 Unless expressly agreed otherwise, Unicon may act as agent and/or intermediary arranging Services rather than as the actual carrier, warehouse operator or service provider.
4.2 Unicon may perform Services itself or engage third parties, including shipping lines, airlines, road carriers, rail operators, depots, terminals, warehouses, customs brokers, agents and other subcontractors.
4.3 The Customer authorises Unicon to select service providers and to contract with them on their standard terms, including terms that limit liability.
4.4 To the maximum extent permitted by law, Unicon may rely upon all exclusions, limitations, defences, exemptions, immunities, liens and time bars available to the relevant Carrier or Subcontractor.
5. Quotations and Charges
5.1 Quotations are based on information supplied by the Customer and are estimates unless expressly stated otherwise.
5.2 Unless expressly included, Charges may include or be increased by fuel levies, currency movements, port and terminal charges, customs and government charges, quarantine, security charges, congestion, demurrage, detention, storage, inspections, waiting time, re-delivery, carrier surcharges and other third-party costs.
5.3 Unicon may recover additional charges imposed by Carriers, ports, terminals, depots, authorities or other third parties.
5.4 Invoices are payable within [7/14/30] days unless otherwise agreed in writing. Unicon may suspend Services for overdue accounts.
6. Customer Information and Warranties
6.1 The Customer warrants that all information supplied to Unicon is complete, accurate and timely.
6.2 The Customer is responsible for accurate descriptions, quantities, weights, dimensions, value, origin, destination, consignee details, dangerous-goods classification, packaging, temperature requirements, customs information, permits and licences.
6.3 The Customer warrants that it owns or is authorised to deal with the Goods and that the Goods may lawfully be transported, imported, exported, stored and handled.
6.4 Unicon may rely on information supplied by the Customer without independently verifying it.
6.5 The Customer is responsible for any loss, cost, penalty, delay, damage or expense arising from inaccurate, incomplete or misleading information.
7. Dangerous Goods
7.1 Dangerous, hazardous, combustible, explosive, toxic, corrosive, radioactive, biohazardous or otherwise regulated Goods must be declared in writing before booking.
7.2 The Customer is responsible for correct classification, packaging, marking, labelling and documentation.
7.3 Unicon may refuse, isolate, stop, return, dispose of or otherwise deal with undeclared or incorrectly declared dangerous Goods where reasonably necessary and legally permitted.
7.4 The Customer is responsible for all resulting costs, claims, penalties, losses and liabilities except to the extent caused solely by Unicon’s conduct and not otherwise lawfully excludable.
8. Packaging, Loading and Unloading
8.1 Unless expressly agreed, the Customer is responsible for adequate packaging.
8.2 Goods must be packaged to withstand ordinary handling, stacking, loading, unloading, transport and storage.
8.3 The Customer must provide safe and unobstructed access for collection and delivery.
8.4 Unless expressly agreed otherwise, the Customer is responsible for loading at origin and the consignee is responsible for unloading at destination.
8.5 Waiting time, detention, re-delivery, failed delivery and additional labour are chargeable to the Customer.
9. Delivery and Delays
9.1 Delivery dates and times are estimates unless expressly guaranteed in writing.
9.2 Unicon is not liable for delay caused by weather, traffic, congestion, port or terminal delays, customs, quarantine, industrial action, carrier delays, equipment failure, road closures, government action, security restrictions, inaccurate information, unavailable consignees, force majeure or other causes outside Unicon’s reasonable control.
9.3 If delivery cannot be completed because the consignee is unavailable, the address is incorrect, access is unsafe, unloading is unavailable or delivery is refused, Unicon may store, return, re-deliver or otherwise deal with the Goods and charge the resulting costs.
10. Warehousing and Storage
10.1 Unless expressly agreed otherwise, Goods are stored at the Customer’s risk to the maximum extent permitted by law.
10.2 Unicon may use its own or third-party storage facilities and may move Goods between locations where reasonably necessary.
10.3 Storage charges accrue from receipt until release or removal of the Goods.
10.4 The Customer must disclose any Goods requiring refrigeration, temperature control, humidity control, security, hazardous-goods storage or special handling.
10.5 Unicon does not guarantee specialised storage conditions unless expressly agreed in writing.
10.6 Unicon may inspect, weigh, measure, photograph, open or otherwise examine Goods where reasonably necessary or required by a Carrier or authority.
10.7 Unicon shall exercise all due care and responsibility in the handling, storage, and transportation of the Goods. However, Unicon shall not be liable for any loss, damage, or breakage of the Goods unless such liability has been expressly agreed to by Unicon in writing prior to the commencement of the relevant services.
11. Customs, Biosecurity and Regulatory Services
11.1 Where Unicon arranges customs, biosecurity or regulatory services, Unicon relies on Customer-provided information and documents.
11.2 The Customer is responsible for tariff classifications, customs values, origin, permits, certificates, licences, declarations and supporting documents.
11.3 The Customer is responsible for duties, GST, taxes, penalties, assessments, inspections, seizures, delays and other consequences arising from inaccurate or incomplete information supplied by the Customer, except to the extent liability cannot lawfully be excluded.
12. Demurrage, Detention, Storage and Container Charges
12.1 The Customer is responsible for demurrage, detention, storage, cleaning, repair, inspection, container damage and other container-related charges arising from the Customer’s instructions, delay, documentation, unavailability, failure to collect or other circumstances attributable to the Customer.
12.2 The Customer must comply with Carrier and terminal free-time requirements and all applicable Bill of Lading provisions.
13. Payment, Suspension and Credit
13.1 Unicon may require prepayment, deposits, security or credit guarantees.
13.2 Unicon may suspend Services if an account is overdue, the Customer exceeds its credit limit, required documentation is unavailable, Goods present a safety/legal risk or the Customer breaches these Conditions.
13.3 Overdue amounts may accrue interest at [X]% per annum above the Reserve Bank of Australia’s cash rate, calculated daily, or the maximum lawful rate.
13.4 To the maximum extent permitted by law, the Customer may not withhold or set off amounts owing to Unicon because of a disputed claim.
14. Liens and PPSA
14.1 Unicon has a general and particular lien over Goods, documents, containers and other property in its possession or control for all amounts owed by the Customer.
14.2 If amounts remain unpaid, Unicon may exercise its lien and other rights available under applicable law, including sale or other lawful disposal of Goods.
14.3 The Customer grants Unicon a security interest in Goods and other property in Unicon’s possession or control to secure payment of all amounts owed.
14.4 The Customer consents to registration of the security interest on the PPS Register and must provide information and execute documents reasonably required to perfect or maintain it.
14.5 To the extent permitted by law, the Customer waives PPSA notices and requirements that may lawfully be waived.
15. Insurance
15.1 Unless expressly agreed in writing, Unicon does not provide cargo insurance.
15.2 The Customer is responsible for arranging adequate cargo, marine transit, storage and other insurance appropriate to the value and nature of the Goods.
15.3 The Customer acknowledges that Unicon’s Charges do not automatically include insurance.
16. Liability and Liability Caps
16.1 To the maximum extent permitted by law, Unicon is not liable for Consequential Loss, including loss of profit, revenue, production, business, contracts, anticipated savings, opportunity, goodwill, reputation or business interruption.
16.2 To the maximum extent permitted by law, Unicon’s aggregate liability arising from any one event or series of related events is limited to the lesser of: (a) the amount actually paid to Unicon for the particular Services giving rise to the claim; or (b) AUD $[INSERT LIMIT].
16.3 Where applicable law or an international convention prescribes a different mandatory liability regime or limitation, that regime applies to the extent required by law.
16.4 If the law permits Unicon to choose the remedy, Unicon may elect to re-supply, rectify, pay the reasonable cost of re-supply or pay the amount otherwise required by law.
16.5 Nothing in these Conditions excludes liability to the extent such exclusion is prohibited by law.
17. Claims and Time Limits
17.1 Visible loss or damage should be noted on delivery documentation at the time of delivery.
17.2 The Customer must notify Unicon of concealed loss or damage as soon as reasonably practicable and provide evidence reasonably required to investigate the claim.
17.3 To the maximum extent permitted by law, claims must be notified in writing within 14 days after the Customer becomes aware, or ought reasonably to have become aware, of the relevant circumstances.
17.4 Proceedings must be commenced within the shorter of the applicable statutory/convention limitation period or 12 months from the date the Goods were delivered, or should reasonably have been delivered, to the extent the shorter contractual period is legally enforceable.
17.5 Nothing in this clause overrides a mandatory limitation period under an applicable Bill of Lading, convention or legislation.
18. Customer Indemnity
The Customer indemnifies Unicon, its officers, employees, agents, contractors and subcontractors against claims, losses, liabilities, penalties, costs and expenses arising from or connected with: breach of these Conditions; inaccurate information; incorrect declarations; dangerous Goods; inadequate packaging; unlawful Goods; customs or biosecurity breaches; infringement of third-party rights; injury or property damage caused by the Goods; contamination; environmental damage; government penalties; unpaid duties or taxes; demurrage, detention and storage; breach of a Bill of Lading or Carrier terms by the Customer; and third-party claims relating to the Goods, except to the extent the relevant loss was directly caused by conduct for which Unicon is legally liable and cannot contractually exclude.
19. Subcontractors and Extension of Protections
19.1 Every exclusion, limitation, defence, indemnity, lien, time bar and other protection available to Unicon is, to the maximum extent permitted by law, available to Unicon’s employees, officers, agents, contractors, subcontractors, Carriers, warehouse operators and service providers.
19.2 The Customer must not circumvent these protections by bringing a claim directly against a protected person where the same claim would be excluded or limited if brought against Unicon.
20. Force Majeure
Unicon is not liable for failure, delay or interruption caused by circumstances beyond its reasonable control, including natural disasters, fire, flood, storm, epidemic, pandemic, war, terrorism, civil unrest, strikes, industrial disputes, port congestion, vessel or aircraft cancellation, carrier failure, road closures, government restrictions, sanctions, customs action, quarantine restrictions, cyber incidents, infrastructure failure, power failure, fuel shortages or similar events.
21. Abandoned Goods
If the Customer fails to collect Goods or provide instructions within a reasonable period after request, Unicon may, subject to applicable law, continue charging storage, move, return, sell, destroy or otherwise deal with the Goods. The Customer remains responsible for resulting costs.
22. Termination
Unicon may terminate or suspend Services if the Customer materially breaches these Conditions, becomes insolvent, fails to pay, makes performance unlawful, or Unicon reasonably believes continued performance creates material financial, safety or legal risk. Termination does not affect accrued rights or amounts owing.
23. Confidentiality and Privacy
Each party must protect commercially sensitive information received from the other except where disclosure is required by law or reasonably necessary to perform the Services. The Customer consents to Unicon collecting, using and disclosing information reasonably necessary to provide Services, manage accounts, arrange transport, process customs documentation, prevent fraud and comply with legal obligations.
24. Compliance with Law and Sanctions
The Customer must comply with all applicable customs, biosecurity, dangerous-goods, transport, workplace health and safety, environmental, sanctions, export-control and import-control laws. The Customer warrants that its Goods and transactions will not cause Unicon to breach applicable sanctions or trade restrictions.
25. Australian Consumer Law
25.1 Nothing in these Conditions excludes, restricts or modifies any right, guarantee, warranty, remedy or liability that cannot lawfully be excluded, restricted or modified.
25.2 Where the Australian Consumer Law applies and permits Unicon to limit liability, Unicon’s liability is limited to the maximum extent permitted by law.
25.3 These Conditions are to be interpreted consistently with mandatory statutory rights and protections.
26. Commercial Risk Allocation
The Customer acknowledges that Unicon’s Charges reflect the agreed allocation of operational and commercial risk, including use of third-party Carriers, applicable Bill of Lading and convention regimes, liability limitations, insurance availability and the exclusions in these Conditions. The Customer may request enhanced liability or additional services subject to written agreement and additional Charges.
27. Governing Law and Jurisdiction
Unless otherwise agreed in writing, these Conditions are governed by the laws of New South Wales, Australia. The parties submit to the jurisdiction of the courts of New South Wales and courts competent to hear appeals from them.
28. Severability, Entire Agreement and Interpretation
28.1 If any provision is invalid or unenforceable, it is to be read down to the minimum extent necessary and, if that is not possible, severed without affecting the remaining provisions.
28.2 These Conditions, together with the applicable quotation, booking confirmation and expressly incorporated transport documents, constitute the agreement regarding the Services.
28.3 Where a provision can reasonably be interpreted in more than one manner, it should be interpreted so that the maximum lawful protection is afforded to Unicon while preserving mandatory legal rights and enforceability.
29. Customer Acknowledgement
The Customer acknowledges that: freight forwarding and logistics involve risks outside Unicon’s control; delivery times may vary; third-party Carriers may impose their own terms; Bills of Lading and other transport documents may govern particular shipments; cargo insurance is not automatically provided; accurate information and documentation are the Customer’s responsibility; additional Charges may arise; and Unicon’s liability is subject to applicable statutory, convention, Carrier and contractual limitations.