Terms Of Trade

1. This Agreement is between Nationwide Towing & Transport Pty Ltd ABN 40 088 026 706 (NTT) and the Customer.
2. The Customer wishes to engage NTT to provide the Services and NTT agrees to supply the Services to the Customer on the terms of this Agreement.

In this Agreement, unless the contrary intention appears:

1. Agreement means these terms of trade.
2. Asset includes but is not limited to car motorcycle, caravan, boat, plant and equipment, trailer, truck, machinery or other goods, plant or equipment that NTT is engaged to transport.
3. Consequential Loss means any loss of income, loss of revenue, loss of profit, loss of financial opportunity, loss of business or loss of business opportunity, loss of goodwill, loss of use or loss of production or financing costs, whether present or future, fixed or unascertained, actual or contingent.
4. Customer means the party named in the Overview to this Agreement that places an Order to purchase Services from NTT.
5. Force Majeure Event means war, terrorism, riot, insurrection, vandalism, or sabotage, strike, lockout, ban, limitation of work or other industrial disturbance (excluding non-industry wide industrial action or industrial action only affecting the affected party) law, rule or regulation of any government or governmental agency, and executive or administrative order or act of general or particular application and which is unforeseen by the affected party, is beyond the control of the affected party, and occurs without the fault or negligence of the affected party.
6. GST means GST as defined in A New Tax System (Goods and Services Tax) Act 1999 as amended (GST Act) or any replacement or other relevant legislation and regulations.
7. Goods means the goods and products to be carried and transported by NTT as part of the Services.
8. Insolvent means the Customer is wound up, placed into bankruptcy or a liquidator, controller or administrator is appointed to the Customer, or the Customer is unable to pay its debts as and when they fall due.
9. Order means each request by the Customer to purchase Services from NTT.
10. PPSA means the Personal Property Securities Act 2009 (Cth).
11. Privacy Laws means the Privacy Act 1988 (Cth) and all other Laws in Australia which relate to the privacy or protection of Personal Information.
12. Rates means the rates payable for the Services as set out in the applicable Rates card or otherwise provided or quoted to the Customer by NTT from time to time. All rates quoted are exclusive of GST (unless otherwise stated).
13. Real Property means all real property interests held by the Customer now or in the future.
14. Services mean the towing and/or related services requested by the Customer in their Order in relation to an Asset.

1. Any Order by the Customer shall constitute acceptance by the Customer of this Agreement and agreement that this Agreement shall supersede and prevail over all other terms and conditions stipulated or referred to by the Customer, including without limitation any terms and conditions contained in any order or other correspondence from or on behalf of the Customer.
2. This Agreement applies to all Orders made by the Customer and continues until replaced by NTT or terminated by NTT pursuant to clause 3.3.
3. A party may terminate this Agreement without cause at any time by giving 7 days' notice in writing to the other party.
4. A party may terminate this Agreement in whole or in part in writing with immediate effect in the event of any of the following:
   1. Remediable breach: a party (Breaching Party) fails to remedy, to the satisfaction of the non-breaching party, any breach of this Agreement (which in the reasonable opinion of the non-breaching party is able to be remedied) within 14 days after the date on which the non-breaching party issues a written notice requiring the Breaching Party to remedy the breach;
   2. Non-remediable breach: a party breaches any material provision of this Agreement and in the reasonable opinion of the non-breaching party such breach cannot be remedied;
   3. Insolvency.

1. In consideration of the Customer's payment of the Rates, NTT agrees to provide the Services in accordance with the terms of this Agreement.
2. The parties acknowledge and agree that:
   1. NTT is not a common carrier and will only provide the Services on the terms and conditions set out in this Agreement and in accordance with any agreed Order;
   2. the terms and conditions set out in this Agreement shall apply to each Order undertaken by NTT from time to time, unless NTT directs otherwise in writing.
3. The Customer may submit an Order to NTT from time to time in a form acceptable to NTT.
4. NTT reserves the right to accept or reject any Order request received.
5. NTT will provide the Services with due care and skill in a timely and professional manner.
6. NTT may without requiring the consent of the Customer and in its absolute discretion, sub-contract all or any part of the Services.
7. The Services do not generally include:
   1. oversize loads requiring permits or escort vehicles;
   2. machinery transport over 34 tonnes;
   and any request for the above services will be priced upon application and subject to the terms of this Agreement and any additional terms notified to the Customer by NTT at the time of application.
8. If the Asset that NTT is being asked to transport does not fit on the truck that NTT has priced for, NTT can (acting reasonably) elect to change the truck and will charge, and the Customer must pay the Rates for the larger truck.

1. The Rates are subject to review and NTT reserves the right to increase the Rates from time to time.
2. Unless otherwise advised, Rates are inclusive of tolls, insurance and fuel.
3. If the Customer requests a variation to their Order, NTT may vary the Rates applicable to those Services.
4. Where there is an increase in, or imposition of new charges by a third-party provider to NTT which is relevant to the supply of the Services, NTT may increase the Rates with effect from the date such charges are incurred by NTT. Any ad hoc Third-Party charges incurred by NTT on behalf of the Customer will be on-charged to the Customer. Increases from Third Party Providers will be effective from the date they are incurred.
5. All Rates are inclusive of loading and unloading time. If this time is exceeded, including due to delays caused by the Customer, NTT may charge Wait Time fees for any delay (or part thereof) beyond the maximum loading and unloading.
6. Service Call fees may apply if an Asset is not prepared for transportation at the scheduled collection time. Drivers will wait a maximum of 10 minutes before initiating a Service Call. The Services may need to be rescheduled.
7. Cancellation fees apply when Services are cancelled after the Asset has been loaded. The fee will be subject to the total distance (kms) travelled plus any waiting time incurred as part of resolution of the issue.
8. Futile Delivery fees apply when a driver has arrived at its delivery location and is unable to make delivery of an Asset. NTT will make every effort to make delivery. Futile deliveries will be returned to the collection address, address advised by the customer, or NTTs depot (where storage fees may apply), and will be charged to customer as a separate job. The original job will need to be rescheduled.
9. At the conclusion of the relevant period in which Services are provided, NTT will submit to Customer a record of the Services provided during that period, and any supporting documentation and an invoice relating to that period.
10. The invoice must specify the amount owing to NTT and be a valid tax invoice.
11. The Customer must pay invoices within 30 days from the date of the invoice.
12. Unless otherwise expressly stated, all Fees, prices or other sums payable or consideration to be provided under or in accordance with this Agreement are exclusive of GST.
13. If GST is imposed on any supply made under or in accordance with this Agreement, the recipient of the taxable supply must pay to the supplier of the taxable supply an additional amount equal to the GST payable on or for the taxable supply subject to the recipient receiving a valid tax invoice in respect of the supply at or before the time of payment. Payment of the additional amount will be made at the same time as payment for the taxable supply is required to be made in accordance with this Agreement.
14. If this Agreement requires a party to pay for, reimburse or contribute to any expense, loss or outgoing (reimbursable expense) suffered or incurred by another party, the amount required to be paid, reimbursed or contributed by the first party will be the amount of the reimbursable expense net of input tax credits (if any) to which the other party is entitled in respect of the reimbursable expense plus any GST payable by the other party.

1. Title to any Goods towed, stored, or otherwise held by Nationwide remains with the owner of the Goods. However, Nationwide shall retain possession of such goods until all outstanding charges for towing, storage, and any ancillary services have been paid in full.
2. Nationwide shall have a contractual lien over any Goods in its possession for all unpaid charges, including but not limited to towing fees, storage fees, administrative costs, and any other expenses incurred in relation to the Goods.
3. If payment is not received by the relevant due date, Nationwide may, after providing written notice to the owner and complying with applicable legislation, sell the goods by public auction or other lawful means.

1. NTT indemnifies the Customer against all direct losses (including reasonably incurred legal costs) and expenses suffered, incurred or sustained by the Customer arising as a result of or in connection with:
2. any wilful misconduct or fraud by NTT, in the provision of the Services under this agreement;
3. personal injury (including death or disease) to any Customer personnel or any third party resulting from NTT's failure to properly perform the Services;
4. loss of, or damage to personal property including but not limited to the Assets resulting directly from NTT's wilful misconduct, unlawful behaviour or negligence.

1. Nothing in this Agreement excludes any liability implied or imposed by any laws (including the Competition and Consumer Act 2010 (Cth) - Schedule 2 (Australian Consumer Law)) that cannot be lawfully excluded or limited.
2. Where NTT can limit its liability under the Australian Consumer Law, NTT limits such liability to the following (at NTT's option) for:
   1. Goods: the replacement of the Goods or the supply of equivalent Goods, the repair of Goods, the payment of the cost of replacing the Goods or of acquiring equivalent Goods; or
   2. Services: the supplying of the Services again, or the payment of the cost of having the Services supplied again.
3. Subject to clause 7.1 and 7.2 of this Agreement, as far as possible, where the Services are not ordinarily acquired by the Customer as a consumer (as defined in section 3 of the Australian Consumer Law) for personal, domestic or household use pursuant to section 64A of Australian Consumer Law and/or similar provisions in State legislation, NTT's liability shall be limited to either of the following as NTT in its sole discretion may determine:
4. the resupply of the Services; or
5. the payment of the cost of having the Services supplied again.
6. Subject to clause 7.1 and 7.2, if NTT is found to be liable to the Customer in connection with this Agreement, the liability of any of NTT, its servants or agents is limited to a sum not exceeding $100,000 (which shall include legal costs) in respect of the aggregate of all claims during any consecutive period of 12 months.
7. The limitation of liability in clause 8.4 will not limit NTT's liability to the Customer under the indemnities given in clause 7.
8. Other than as set out in this Agreement or imposed by law, NTT excludes all liability to the Customer for any loss of or damage to or deterioration or contamination caused to any Goods during the provision of the Services, or any delay, non-delivery, misdirection of Goods, or other failure to supply the Goods, or supply the Goods in time, or arising out of the Goods, or these terms and conditions.
9. To the extent permitted by law, NTT will not be liable to any person for any Consequential Loss in connection with this Agreement, howsoever arising.
10. NTT shall not be liable for any default or failure to perform its obligations under this Agreement where the failure or default arises from a Force Majeure Event

1. Each party must comply with all applicable Privacy Laws in performing its obligations or exercising its obligations under this Agreement.
2. Each party must not do any act, engage in any practice, or omit to do any act or engage in any practice that would cause the other party to breach any Privacy Laws.

1. Each party acknowledges and agrees that all Intellectual Property Rights and other information that the other party provides or makes available under this Agreement remains the property of the providing party or its Related Bodies Corporate (as the case may be). A party must not use or disclose such Intellectual Property Rights or information for any purpose other than for the purpose of performing its obligations under this Agreement.
2. Any information including all designs or technical specifications brought into existence for, or otherwise provided by or on behalf of NTT to the Customer in connection with the supply of the Services under this Agreement will remain the property of NTT and the Customer agrees to keep this information secure at all times and ensure that such information will only be used for the purpose of this Agreement.

1. If any provision of this Agreement becomes void or unenforceable for any reason, then that part will be severed with the intent that all remaining provisions shall remain otherwise in full force and be unaffected by the severance of any other parts.

1. This Agreement is governed by the laws in force in the State of Victoria and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Victoria.

1. The terms of this Agreement constitute the entire Agreement between the parties in respect of the subject matter of this Agreement and supersede, replace and override all other discussions, undertakings, terms and Agreements.

1. Nothing in this Agreement constitutes the parties as partners or agents of the other and no party has any authority to bind the other legally or equitably, except as stated in this Agreement.

1. A party may send a notice in connection with this Agreement by hand delivery, post, email or facsimile transmission to another party at its details set out in the Order or in such other way as the recipient party may have last notified the other party in writing.

1. NTT may assign the benefit of this Agreement and any Order by giving the Customer notice in writing.

1. Any special conditions that apply to this Agreement shall be set out in a schedule signed by the parties which shall be attached to and form part of this Agreement.