Terms and Conditions
MRL Technologies Pty Ltd A.C.N. 120 667 101 trading as MRL Logistics of Building F, Suite 117 – 130, 24-32 Lexington Drive, Bella Vista, Norwest Business Park, NSW, 2153. (Herein referred to as “MRL”)
1. The customer, it’s directors if company, and the guarantors hereby jointly and severally in consideration for MRL entering in to this agreement hereby accept this agreement and covenant to comply all of its terms and conditions.
2. The customer and its directors personally guarantee the accuracy of all information provided to MRL, and shall notify MRL of any future change in the information provided or contained in this document or in any other communication to MRL. They jointly and severally warrant that all the information provided by the customer to MRL is true and correct.
3. The customer and its directors covenant and undertake that if they becomes aware of anything which may impact on the accuracy of the information disclosed to MRL, or constitute a breach of, or be inconsistent with any representation, warranty or undertaking or provision of this agreement, will immediately in writing notify MRL of its particulars.
4. It is a condition of this agreement that each warranty, statement and representation made by or for the customer to MRL is true and correct in every respect and shall be construed separately.
5. The customer and its directors if the customer is a company acknowledge that MRL has relied on the accuracy of the information which they have provided to it in assessing whether to enter in to this agreement with the customer and or providing it with credit.
6. The customer undertakes to pay all invoiced for goods or services ordered by the due date of the invoice.
7. The customer agrees to pay and accepts any and all potential debt collection, interest, fees, late fees, charges, legal and any other costs or fees which MRL may impose or incur resulting from non-payment or late payment of payments due to MRL and or noncompliance of any term of this or subsequent agreements between the customer and MRL.
8. The customer shall in writing report any irregularities or disputed invoices to MRL within 7 days of the date of invoice. In the event that the customer fails to in writing bring any irregularity or disputed invoices to the attention of MRL within 7 days, the customer is deemed to have accepted the invoice as issues, and shall be liable for full payment of that invoice without any right to have it reviewed or investigated by MRL.
9. The customer acknowledges having truthfully and honesty with complete care disclose all material facts to MRL, including all information about its finances and ability to pay all potential invoices by MRL when they fall due.
10. The customer covenants not to acquire any goods or services from MRL until it has the funds to pay for it ready and cleared in their account before placing any such order.
11. The customer, it’s directors (if Company), and it’s principals covenant and confirm the accuracy of all information which they have provided to MRL, accept their duty of disclosure and acknowledge that they have not made any omissions or misrepresentations to MRL. They shall inform MRL of any change in any of the information provided to MRL.
12. Customer understands and accepts that MRL may at any point in time at its total and absolute discretion terminate any trading terms which it may have provided to the customer or to terminate this agreement or to even refuse to conduct any further business with the customer. MRL shall not in any way manner or form be liable to the customer for any such action which it may at its total and absolute discretion undertake at any point in time.
13. The customer agreed to execute and enter in to all documents and do all things whatsoever as may be necessary and desirable by MRL to better carry in to effect these provisions of this agreement from time to time. The customer shall enter in to any other agreement, or subsequent agreement, or document which MRL at its total and absolute discretion may in the future require the customer to enter in to, including entering in to agreements with third parties, including but not limited to entering in to agreements with transport companies and freight management companies.
14. The customer acknowledges that if MRL enters in to this agreement with the customer, and if it approves a credit account with the customer then each supply of goods and or services will be subject to this agreement, and other agreements including but not limited to:
(a) the terms and conditions of carriage printed on the reverse of the carrier’s consignment notes;
(b) the terms and conditions of any carrier that MRL may use from time to time or for the customer;
(c) any freight management proposal issued by MRL (as varied by MRL from time to time); and
(d) any additional deed of guarantee and Indemnity (if required by MRL).
These provisions apply whether or not the customer acquires goods or services from MRL under the credit terms contained in this Application.
15. The customer acknowledges that they have read and understood this agreement, and agree to be completely bound by all of it in it’s entirety including the terms and conditions of carriage printed on the reverse of carrier’s consignment notes, any freight management proposal issued by MRL and any deed of guarantee and indemnity, and any additional term that may apply.
16. The Customer covenants to comply with all of the terms and conditions of MRL as may be amended, along with the terms of all other carriers, and third parties which may from time to time be engaged to provide goods or services to the customer.
17. The customer, it’s directors, and employees shall at all times comply with all applicable Laws, policies, regulations, Occupational Health and Safety guidelines, and shall jointly and severally indemnify MRL from any breach of this provision.
18. The Customer shall ensure that it, it’s directors, employees, agents, and any party that may have a dealing with it does not in any way manner or form misrepresent any information to MRL or any party relating to it. It shall ensure that no misrepresentation on disclosure of items being forwarded through services arranged by or through MRL ever takes place, and shall indemnify MRL for any breach.
19. The customer shall as a term of this agreement acknowledges that it along with all of its employees are up to date with their legal and Occupational Health and Safety requirements, and that they have sufficient insurance against any potential loss or damage, including public liability insurance for loss or damage to any third party.
20. The customer accepts and covenants not to exceed its approved credit limit, and to pay it off promptly and on time.
21. The parties executing this document warrant and guarantee that they are duly authorised to sign this application for the customer, and to bind the customer. In the event of any potential issue for which they indemnify MRL, they shall personally guarantee and are personally liable for all loss and damages including legal costs that MRL may incur or claim.
22. The customer hereby releases MRL from any potential claim or loss arising with respect to anything related to this agreement, or arising from any potential future transaction or business dealing, and indemnifies MRL from all claims, loss and damages relating to any dealing which MRL might in any way manner or form have with the customer.
23. The customer releases MRL including its successors in title and associated entities from all claims, actions and causes of action (including any claim for costs), present and future, arising out of or in connection with this agreement or any matter relating to any transaction between it and MRL. Agrees that MRL may plead this agreement to bar any claim, action or cause of action (including any claim for costs) brought by any of the other parties arising out of or in connection with any matter related to the subject matter of this clause or any dealings between the parties, including future transactions.
24. The Customer covenants that they have not breached any laws, or committed any criminal acts, that they are not an undischarged bankrupt, not are there any order, injunction or decree of any court, commission or administrative body been made or pending against them.
25. A failure or delay by MRL to exercise a power or right does not operate as a waiver of that power or right. The exercise of a power or right by MRL does not preclude its future exercise or the exercise of any other power or right at any point in time. MRL is under no obligation to exercise any right or power within any period, and may exercise at any point in time at it’s total and absolute discretion including years after the event. MRL can only issue a waiver or a release in writing through a future agreement which specifically sets out and clearly states the right which it seeks to waive for an event, but any such potential future written waiver as contained in such a future agreement shall only operate as a waiver of that potential specified instance and not operate as a waiver for any subsequent breach.
26. This agreement constitutes the entire agreement of the parties about its subject matter and supersedes all previous agreements, understandings and negotiations on that subject matter.
27. The customer and directors of the customer hereby confirm that they have been and are herein asked to seek independent legal and financial advice prior to entering in to this agreement.
28. The customer and its directors acknowledge having received independent legal and financial advice with respect to this agreement and the transactions which it relates to, after receiving that advice they have freely and voluntarily entered in to this agreement. Or in the event that they have contrary to the request by MRL decided not to seek independent legal and financial advice prior to entering in this agreement, they have entered in to this agreement after carefully considering it, after completely understanding it, and making the informed business decision of not obtaining independent legal and financial advice contrary to the request by MRL. The customer hereby warrants and covenants that after careful consideration, it understands the agreement, and has freely and voluntarily entered in to this document accepting all of its provisions and consequences.
29. The customer and all of the parties accept that this document and all of their dealings including any future transaction between them shall be governed by the laws of the state of New South Wales. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales.
30. If any part of this agreement is invalid or unenforceable, this agreement does not include it. The remainder of this agreement continues in full force.
31. In this agreement except to the extent that the context otherwise requires:
(a) reference to legislation or a provision of legislation includes change or re-enactment of the legislation or a legislative provision substituted for, and legislation and statutory instruments and regulations issued under, the legislation;
(b) words denoting the singular include the plural and vice versa, words denoting individuals or persons include bodies corporate and vice versa, reference to a document or
agreement includes reference to that document or agreement as changed, novated or replaced from time to time, words denoting any gender include all genders;
(c) headings are for convenience only and will not affect interpretation;
(d) where a word or phrase is given a definite meaning in this agreement a part of speech or other grammatical form for that word or phrase has a corresponding meaning; and
(e) Reference to a party includes their successor’s executor’s administrators and permitted assigns.
32. The customer shall not directly go to or engage or approach any of MRL’s suppliers or any other third party that MRL may have used for the customer. The customer shall not in any way manner or form take any action to bypass MRL and go to any of it’s suppliers, not even through any third party or other legal entity. The customer shall indemnify MRL for any breach of this clause, and shall be liable to MRL for any loss, margin, loss of margin, fees, penalty or any other payment that MRL may at it’s total and absolute discretion impose for any such breach. The customer in consideration for MRL entering in to this agreement covenants and accepts to pay any such amount as MRL may charge or request for a breach of this clause, and such sum shall be payable and due as invoiced.
33. The customer accepts and agrees to be bound by any transaction or future arrangement even if the customer does not necessarily physically sign the acceptance, the customer may accept electronically including but not limited to by email, by facsimile, or even verbally over the telephone, or accept through their actions. The customer by engaging or requiring MRL or any of their associated parties to undertake any work for the customer after a new proposal or arrangement shall be deemed to have through their actions accepted any and all terms or additional arrangements or any other matter which MRL has conveyed to the customer, in the event of a dispute or non acceptance the customer shall address any potential issue with MRL prior to engaging and unless agreed to in writing with MRL not engage any further services through MRL or any of their associated parties until any such potential issue is resolved, otherwise the customer is deemed to have accepted any such proposal or additional term or charge by MRL that may be the issue and the Customer waives any other right which they may have possibly had under any other provision of this agreement to have the issue reviewed and shall irrevocably and unconditionally indemnify MRL.
34. The customer accepts and aggresses that fees and charges will be levied for any searches for proof of delivery or any records. It is a condition of carriage with MRL and carriers that a payment for transport services is not conditional, and cannot be delayed pending the provision of proof or record of delivery. The Customer agrees and shall pay all invoices on time irrespective.
35. The parties accept that MRL and any party associated with it including carriers have a right of lien on the Customer’s property including any items that the customer may have in transit. In the event that the Customer fails to pay any charges due to MRL or any party associated with it, MRL or its associated party
36. The customer accepts that a charge will be levied for all searches for proof of deliveries requested that is more than 3 months old. It is a condition of carriage with MRL and the carrier that payment for transport services is not conditional, and cannot be delayed pending the provision or investigation of proof of deliveries.
37. The customer accepts that it is a condition of carriage with MRL and the carrier that a lien of all goods and items is provided by the customer to MRL and the carrier for all payments due. If the customer fails to pay any charges or amounts due to MRL and the carrier on reasonable demand, MRL and the carrier may detain and sell all or any goods or items of the customer which are in their possession. Out of the monies arising, MRL and the carrier may take any amount owing, retain charges payable and all costs, all expenses and fees relating to the detention and sale of the goods and the customer including any legal costs, and then shall render any surplus funds to the customer.
38. MRL and the carrier accept no responsibility for the return of any pallets unless pallet returns have been booked as a return job, in which case the standard terms apply.
39. The customer accepts that MRL and the carrier are not common carriers and accept no liability as such. Therefore should insurance be required it is the responsibility of the consignor. All articles carried or transported, and all storage and other services, are performed by The carrier’s Group of Companies subject to their conditions of carriage which may change from time to time.
40. MRL does not accept any responsibility for the insurance of goods in transit (insurance is not included in your charges and remains your responsibility unless a written variation applies). The customer accepts all risks and covenants with MRL to maintain their own insurance for goods in transit, and to keep MRL indemnified.
41. The customer accepts that MRL and the carrier shall not be liable, in any event, for any consequential or special damages or other indirect loss, however arising, whether or not MRL or the carrier had knowledge that such damage might be incurred, including but not limited to loss of income, profits, interest, utility or loss of market and the liability of MRL and the carrier shall be limited to the supply of services again or payment of the cost of having the services supplied again. If MRL or the carrier has agreed to provide transit cover on the consignment then the liability of MRL and the carrier is limited to physical loss or damage to the goods up to the limit of such cover as provided and signed by MRL in writing for that particular consignment, and in the case of perishable goods including deterioration caused by a delay in transit exceeding the intended transit time by 8 hours, it is subject to all of this clause, terms, conditions and exclusions herein, as long as prior to the consignment MRL had in writing accepted the consignment as marked perishable in writing and signed it as perishable accepting special delivery instructions and delivery time frame. NOTE: Perishable goods can only comprise newspapers, magazines, flowers, vegetables, herbs, live plants, fruit, food stuffs, fresh and cooked meat products, fresh and cooked fish and seafood, live or dry ice – (which shall be packed with sufficient quantity to survive a transit time which exceed the intended flight time by eight hours) – and no others.
42. The parties agree that in the case of any loss or damage occasioned by delay in the carriage of a consignment MRL and the carrier shall not in any way manner or form be liable where all necessary measures have been taken to avoid damage or where it was not possible in the normal course of business for the carrier to take such measures, excluding transit cover claims or any perishable goods notated above provided that they are consigned under carrier’s “perishable service” and listed on a “perishable consignment note”
43. MRL and the carrier shall not be liable for any loss, damage, misdelivery, or failure to deliver due to an act of God, airline captains instructions to off-load goods from an aircraft for operational reason, due to any other force majeure or any cause reasonably beyond the control of MRL or the carrier (including, without limitation, an act of war or civil disruption or armed conflict and an act of public authority carried out in connection with the entry, exit or transit of the consignment), or the act, default, or omission (including, without limitation, defective packaging, or negligence) of the sender, the receiver or any other party who may claim an interest in the consignment (including violation of any term or condition hereof), or of any person other than carrier, or of any customs or other government officials, or of any postal services, or forwarder or other entity or person to whom a consignment is tendered by carrier for transportation regardless of whether the sender requested or had knowledge of such third party delivery arrangement, or the nature of the consignment or other defect, or quality or other characteristics or inherent vice thereof, or electrical or magnetic injury, erasure, or other such damage to electronic or photographic images or recordings in any form.
Commercial Credit
1. The customer acknowledges that this agreement also constitutes an application for Credit, and a Credit agreement. Confirming that the credit to be provided is solely for business purposes and that the consumer credit code does not apply.
2. The customer and the guarantors jointly and severally acknowledge and accept that interest is payable on late payment, along with applicable fees and charges, including debt collection and legal fees. MRL reserves the right to change the terms, conditions, fees, and charges on late payment, which the customer and guarantor hereby accept.
3. In the event of a dispute the customer and guarantor shall jointly and severally be liable for all of MRL’s costs, loss and damages including but not limited to legal costs.