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ASL LOGISTICS PTY LTD

3PL & STORAGE SERVICES AGREEMENT

TERMS AND CONDITIONS – version 2

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Effective Date: 01 / 10 / 2024

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By engaging ASL Logistics Pty Ltd (“ASL”, “MANAGEMENT”, “we”, “our”, or “us”) for any storage, warehousing, 3PL, transport, handling, pick and pack, or logistics services, the client (“Storer”, “Customer”, or “you”) agrees to be bound by these Terms and Conditions.

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1. DEFINITIONS

In this Agreement:

ACP means the Storer’s alternative contact person nominated by the Storer.

Agreement means:

  • these Terms and Conditions;

  • any quotation;

  • invoice;

  • email correspondence;

  • service agreement;

  • acceptance email;

  • addendum;

  • updated pricing schedule; and

  • any other written communication issued by MANAGEMENT.

Facility means any warehouse, yard, storage location, vehicle, container, or premises operated or used by MANAGEMENT.

Fees means all storage fees, transport fees, labour charges, administration fees, disposal fees, late payment fees, legal fees, debt collection costs, auction costs, and any other monies payable by the Storer.

Goods means all products, inventory, pallets, cartons, furniture, equipment, stock, containers, or items belonging to or supplied by the Storer.

PPSA means the Personal Property Securities Act 2009 (Cth).

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2. ACCEPTANCE OF AGREEMENT

2.1 This Agreement becomes binding when:

  • the Storer accepts a quote;

  • provides company details;

  • instructs MANAGEMENT to proceed with services;

  • delivers Goods to the Facility; or

  • continues using the services after receiving these Terms.

2.2 Continued use of ASL’s services constitutes acceptance of all current and updated Terms and Conditions.

2.3 MANAGEMENT may amend, update, or replace these Terms and Conditions at any time by written notice, including email.

2.4 If the Storer does not object in writing within seven (7) days of receiving updated terms, the updated terms will be deemed accepted.

2.5 These Terms remain in effect while any Goods are stored with MANAGEMENT or while any Fees remain unpaid.

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3. STORAGE CONDITIONS AND CLIENT ACKNOWLEDGEMENT

3.1 The Storer acknowledges that they have either:

  • inspected the Facility; or

  • voluntarily chosen not to inspect the Facility.

3.2 The Storer accepts the Facility and surrounding location in its current condition and acknowledges that:

  • the Facility is a commercial warehouse environment;

  • dust, temperature fluctuations, moisture, humidity, vermin, pests, condensation, forklift traffic, vibration, weather exposure, and industrial activity may occur;

  • MANAGEMENT makes no warranty regarding preservation or condition of Goods.

3.3 MANAGEMENT does not guarantee:

  • climate control;

  • waterproofing;

  • security against theft;

  • protection against rodents or pests;

  • uninterrupted utilities or power;

  • suitability for fragile, sensitive, perishable, electronic, or high-value Goods.

3.4 The Storer stores Goods entirely at their own risk.

3.5 The Storer warrants that all Goods:

  • are legally owned by the Storer or under the Storer’s authority;

  • are not stolen;

  • are not dangerous, hazardous, explosive, flammable, illegal, perishable, contaminated, or environmentally harmful.

3.6 MANAGEMENT may refuse, remove, isolate, dispose of, or report any Goods that MANAGEMENT reasonably believes breach this Agreement or applicable laws.

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4. INSURANCE

4.1 MANAGEMENT does not provide insurance for the Goods unless expressly agreed in writing.

4.2 The Storer must maintain adequate insurance covering:

  • loss;

  • theft;

  • accidental damage;

  • water damage;

  • fire;

  • deterioration;

  • vermin or pest damage;

  • public liability; and

  • full replacement value of all Goods.

4.3 Failure by the Storer to obtain insurance does not increase MANAGEMENT’s liability.

4.4 The Storer acknowledges that Goods may be transported, handled, stacked, moved, or stored by forklifts, pallet jacks, third-party carriers, subcontractors, or warehouse staff.

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5. LIMITATION OF LIABILITY

5.1 To the maximum extent permitted by law, MANAGEMENT is not liable for:

  • theft;

  • burglary;

  • unexplained disappearance;

  • water damage;

  • flooding;

  • roof leaks;

  • fire;

  • smoke damage;

  • mould;

  • mildew;

  • rust;

  • corrosion;

  • dust contamination;

  • vermin or pest damage;

  • condensation;

  • structural failure;

  • equipment malfunction;

  • forklift damage;

  • accidental handling damage;

  • natural disasters;

  • acts of God;

  • third-party actions;

  • employee conduct;

  • transport damage;

  • delays;

  • deterioration over time; or

  • any loss whatsoever relating to the Goods.

5.2 MANAGEMENT is not liable for:

  • indirect loss;

  • consequential loss;

  • business interruption;

  • loss of profits;

  • loss of contracts;

  • loss of goodwill;

  • loss of market value; or

  • loss of opportunity.

5.3 Any liability that cannot legally be excluded is limited, at MANAGEMENT’s sole discretion, to:

  • re-supply of the services; or

  • the amount paid by the Storer for the affected services.

5.4 MANAGEMENT does not verify:

  • quantities;

  • weights;

  • serial numbers;

  • inventory counts;

  • condition of Goods;

  • contents of sealed cartons or containers.

5.5 Inventory records supplied by MANAGEMENT are estimates only unless otherwise agreed in writing.

5.6 The burden of proving loss or damage rests entirely with the Storer.

5.7 The Storer must notify MANAGEMENT in writing of any alleged loss or damage within seven (7) days of collection or delivery of the Goods. Any claim after this period is permanently barred.

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6. ACCESS TO GOODS

6.1 Access to Goods is strictly by appointment only during normal business hours unless otherwise agreed.

6.2 MANAGEMENT may refuse access where:

  • Fees are overdue;

  • safety concerns exist;

  • operational requirements prevent access; or

  • the Storer breaches this Agreement.

6.3 Third parties may not access or collect Goods without written authority acceptable to MANAGEMENT.

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7. FEES AND PAYMENT

7.1 All invoices must be paid by the due date stated on the invoice.

7.2 Storage fees continue accruing until:

  • all Goods are removed; and

  • all outstanding Fees are paid in full.

7.3 MANAGEMENT may charge:

  • late payment fees;

  • interest on overdue accounts;

  • administration fees;

  • debt recovery fees;

  • legal costs on a full indemnity basis.

7.4 The Storer remains liable for all costs incurred by MANAGEMENT in recovering overdue monies.

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8. CONTRACTUAL LIEN AND PPSA SECURITY INTEREST

8.1 MANAGEMENT holds a continuing contractual lien over all Goods for all monies owing by the Storer.

8.2 The Storer grants MANAGEMENT a security interest in the Goods under the PPSA.

8.3 MANAGEMENT may register its security interest on the PPSR.

8.4 The Storer waives any rights or notices under the PPSA to the maximum extent permitted by law.

8.5 MANAGEMENT may refuse release of Goods until all outstanding Fees are paid in full.

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9. DEFAULT, SALE, DISPOSAL, AND ABANDONED GOODS

9.1 The Storer is in default if:

  • any invoice remains unpaid after its due date;

  • the Storer abandons the Goods;

  • the Storer becomes insolvent;

  • the Storer cannot be contacted;

  • the Storer breaches this Agreement.

9.2 If the Storer is in default, MANAGEMENT may:

  • deny access to the Goods;

  • move the Goods;

  • open cartons or containers;

  • inventory the Goods;

  • dispose of perishable or unsafe Goods;

  • engage debt collectors;

  • commence legal proceedings.

9.3 If Fees remain unpaid for more than forty-two (42) days after the due date, MANAGEMENT may sell or dispose of the Goods without further consent from the Storer.

9.4 Sale may occur by:

  • public auction;

  • private sale;

  • online auction;

  • liquidation sale; or

  • any commercially reasonable method determined by MANAGEMENT.

9.5 MANAGEMENT will provide at least fourteen (14) days written notice to the Storer before sale or disposal action occurs.

9.6 If Goods are unsaleable, abandoned, hazardous, low-value, or uneconomical to sell, MANAGEMENT may dispose of them at the Storer’s expense.

9.7 The Storer remains liable for any shortfall remaining after sale of the Goods.

9.8 MANAGEMENT may deduct from sale proceeds:

  • outstanding Fees;

  • storage charges;

  • legal costs;

  • auction fees;

  • transport costs;

  • labour charges;

  • disposal costs;

  • cleaning costs;

  • administration fees.

9.9 Any remaining surplus after deductions may be returned to the Storer at MANAGEMENT’s discretion.

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10. TRANSPORT AND THIRD-PARTY SERVICES

10.1 MANAGEMENT may engage subcontractors, carriers, freight companies, customs brokers, or third-party service providers.

10.2 MANAGEMENT is not liable for any acts, omissions, delays, losses, or damages caused by third-party providers.

10.3 Transport services are provided entirely at the Storer’s risk unless otherwise agreed in writing.

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11. INDEMNITY

11.1 The Storer indemnifies MANAGEMENT against all claims, liabilities, damages, losses, costs, penalties, legal expenses, and demands arising from:

  • breach of this Agreement;

  • ownership or possession of the Goods;

  • injury or damage caused by the Goods;

  • disposal or sale of Goods;

  • enforcement of this Agreement;

  • unpaid Fees.

 

12. TERMINATION

12.1 This Agreement terminates only when:

  • all Goods are removed from the Facility; and

  • all outstanding Fees are paid in full.

12.2 Clauses relating to:

  • indemnity;

  • liability;

  • payment;

  • lien rights;

  • PPSA rights;

  • disposal rights; and

  • legal recovery

survive termination.

 

13. PRIVACY

13.1 MANAGEMENT may collect, store, use, and disclose information relating to the Storer for operational, legal, debt recovery, insurance, compliance, and enforcement purposes.

13.2 MANAGEMENT may disclose information to:

  • law enforcement agencies;

  • insurers;

  • debt collectors;

  • solicitors;

  • courts;

  • government authorities;

  • credit reporting agencies;

  • contractors;

  • the ACP.

 

14. GENERAL

14.1 This Agreement constitutes the entire agreement between the parties.

14.2 No failure or delay by MANAGEMENT in enforcing any right constitutes a waiver.

14.3 If any provision is unenforceable, the remaining provisions remain valid.

14.4 This Agreement is governed by the laws of New South Wales, Australia.

14.5 The parties submit to the exclusive jurisdiction of the courts of New South Wales.

 

15. ADDENDUMS AND UPDATED TERMS

15.1 MANAGEMENT may issue addendums, updated policies, operational procedures, pricing schedules, warehouse rules, or revised Terms and Conditions from time to time.

15.2 Such documents become part of this Agreement immediately upon written notice being provided to the Storer.

15.3 Continued use of MANAGEMENT’s services after receipt of any addendum or updated document constitutes acceptance of those changes.

15.4 Failure by the Storer to object in writing within seven (7) days constitutes deemed acceptance.

 

CLIENT ACKNOWLEDGEMENT

By storing Goods with ASL Logistics Pty Ltd, the Storer acknowledges and agrees that:

  • they have read and understood these Terms and Conditions;

  • they have inspected or accepted the Facility and location;

  • Goods are stored entirely at the Storer’s risk;

  • MANAGEMENT is not responsible for uninsured loss or damage;

  • MANAGEMENT may sell or dispose of Goods for non-payment in accordance with this Agreement;

  • the Storer is responsible for maintaining adequate insurance at all times.

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