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Terms and Conditions

WEBSITE USER AGREEMENT

This is a binding legal agreement between Skelton Tomkinson and "the User".  By clicking on the accept button below, the person doing so warrants to Skelton Tomkinson that he or she has the authority of the User to bind the User to the agreement and the User agrees to be bound by all the terms of this agreement.
PARTIES:
1. BV SKELTON PTY LTD ACN 010 967 129 trading as Skelton Tomkinson 
2. The person named in the online registration form.
BACKGROUND:
A. Skelton Tomkinson owns the internet website www.STgroup.com ("the Website").
B. Certain parts of the Website will be restricted and available only to those Users who have signed this Agreement ("the restricted site").
AGREEMENT:
1. Password
1.1 Skelton Tomkinson will issue the User with a password ("the Password").
1.2 The Password will be unique to the User and may not be changed except by the User.
2. Restricted Site
2.1 Provided the User continues to observe the terms of this Agreement, Skelton Tomkinson agrees to allow the User access to the restricted site.
2.2 The parties acknowledge that the restricted site is intended to provide the User with freight rates applicable to the transportation of certain machinery.
2.3 The User acknowledges that the rates shown in the restricted site are intended to be indications of what actual costs to the User may be.  Particularly, the User acknowledges that any information shown in the restricted site does not constitute a firm quotation by Skelton Tomkinson.
2.4 Skelton Tomkinson will use its best endeavours to ensure the restricted site accurately reflects the latest freight costs and the User specifically acknowledges that, if the User requires a firm quotation, it must apply to Skelton Tomkinson by facsimile or e-mail for a firm quotation.
2.5 The User particularly acknowledges that there may be fluctuations in freight rates or foreign exchange rates which may impact on the freight costs indicated in the restricted site.  Skelton Tomkinson makes no representation or warranty in respect of the accuracy of the information contained in the restricted site and accepts no liability to the User for any loss or damage suffered by the User in any way as a consequence of the use by the User of the information contained in the restricted site. 
3. Method of Quotation
3.1 Any request for a firm quotation must be sent by the User to Skelton Tomkinson by e-mail, facsimile or telephone.
3.2 Firm quotations will be provided by Skelton Tomkinson to the User by e-mail (unless the User does not have an e-mail address in which case the firm quotation will be sent by facsimile).
4. Access
4.1 Skelton Tomkinson will allocate a Password to the User as nominated in the registration form.
4.2 Access to the restricted site is granted exclusively to the person named in the registration form and who has been issued with the password referred to in clause 1.
4.3 The User agrees that the User will not in any circumstances disclose the password or the User's User ID to any other person.
4.4 The User acknowledges any information obtained from the restricted site is for the exclusive use of the User and is to remain strictly confidential between the User and Skelton Tomkinson.
5. Fees
5.1 At the time of signing this User Agreement, the User acknowledges that Skelton Tomkinson provides the restricted site to the User as per the charges detailed in Item 1 of the Schedule.
5.2 Skelton Tomkinson reserves the right at any time to alter the fees to the User for access to the restricted site.  On the event of such alteration to fees, Skelton Tomkinson will endeavour to immediately notify the User of its amended fee structure.
6. Term
6.1 This User Agreement will continue until:
6.1.1 The User indicates to Skelton Tomkinson in writing that it no longer requires access to the restricted site;  or
6.1.2 Skelton Tomkinson advises the User that it will no longer be providing the restricted site; or
6.1.3 Skelton Tomkinson terminates the Agreement pursuant to clause 11.
7. Confidentiality
7.1 The User acknowledges that the Website and particularly the restricted site contain information which is confidential to the business of Skelton Tomkinson.
7.2 Unless required by law or the User has the express written consent of Skelton Tomkinson, the User agrees to keep confidential in all respects any information or material which the User may obtain from the Website or the restricted site.
7.3 Without limiting clause 7.2, the User agrees that the User may not download any information or material from the Website or the restricted site without the express written consent of Skelton Tomkinson.
8. Ownership
8.1 The User acknowledges that all intellectual property rights (including any patent and copyright rights) in the Website, the restricted site and any information or material in those sites is the property and remains the property at all times of Skelton Tomkinson ("the Intellectual Property").
8.2 The User may not use the Intellectual Property at any time in any manner without the express written consent of Skelton Tomkinson.
8.3 If the User breaches this Agreement and particularly clause 8.2, in addition to other remedies available to it, Skelton Tomkinson shall be entitled to an injunction restraining the User from committing any breach of this Agreement without showing any actual damage sustained.  Without limiting Skelton Tomkinson's rights at law, the User agrees to indemnify and does hereby indemnify Skelton Tomkinson in respect of all claims, losses and damage of any kind incurred directly or indirectly as a result of a breach by the User of any of its obligations under this Agreement.
8.4 The obligations of the User under this Agreement shall survive the termination or expiry of this Agreement.
9. No Rights
9.1 This Agreement shall not be construed as granting to the User any licence, rights or other obligations relating to the Website, the restricted site or the information contained in the Website or the restricted site except as expressly agreed by Skelton Tomkinson in writing. 
10. Further Business
10.1 If the User requests Skelton Tomkinson provide the User with a firm quotation, the User agrees that any quotation and subsequent acceptance of that quotation by the User will be made on the terms of Skelton Tomkinson's standard trading terms and conditions, a copy of which is annexed to this Agreement.
10.2 The User acknowledges that Skelton Tomkinson may amend its standard trading terms and conditions at any time during the term of this Agreement and, if that occurs, Skelton Tomkinson will immediately notify the User of its amended standard trading terms and conditions.

11. Termination
11.1 The User shall be deemed to be in default under this Agreement and Skelton Tomkinson may, at its option, immediately terminate this Agreement upon notice in writing to the User, without notice of prior opportunity to cure the default, if the User:
11.1.1 Has a liquidator, trustee in bankruptcy, custodian, receiver, receiver and manager, administrator or other officer with similar powers appointed or if the User proposes a compromise or arrangements with its creditors;
11.1.2 Admits in writing an inability to pay debts generally as they become due;
11.1.3 Attempts to make an unauthorised sale, assignment or transfer or its rights under this Agreement;
11.1.4 Wilfully or fraudulently misrepresents any fact, condition or report required to be made by this Agreement;
11.1.5 Fails to keep in confidence the information deemed confidential pursuant to this Agreement;
11.1.6 Makes or attempts to make any unauthorised use of any Intellectual Property;
11.1.7 Fails to observe or perform any other term of this Agreement; or
11.1.8 Fails to support Skelton Tomkinson with continued business.
11.2 Upon termination of this Agreement, all rights of access to the Website and the restricted site by the User shall cease.
12. General Provisions
12.1 Any notices which are required or may be given under this Agreement shall be sent by e-mail or facsimile to the following addresses:
12.1.1 As to Skelton Tomkinson
Skelton Tomkinson 
Att:  The Managing Director
Fax:  617 3348 7810
E-mail:  brad@STgroup.com 
12.1.2 As to User, to the address, facsimile number and e-mail address provided in the registration form.
13. Governing Laws
13.1 This Agreement is governed by the laws of Queensland, Australia.

14. Entire Agreement
14.1 This Agreement supersedes all previous agreements in respect of the subject matter and embodies the entire agreement between the parties.

15. Mailing List
15.1 	The User agrees that Skelton Tomkinson may add the User to its mailing list database and that Skelton Tomkinson may distribute information (whether by way of email, letter, newsletter or other form of communication) to the User which Skelton Tomkinson considers may be of interest to the User, unless the User informs Skelton Tomkinson in writing or by email that it no longer wishes to receive such communications.

SCHEDULE

Item 1:	First month access						Free
	Thereafter, ten (10) enquiries per company per month		Free
	Exceeding ten (10) enquiries per company per month		$1.00 per enquiry

STANDARD TRADING CONDITIONS
1 .In this contract:
(a) the term 'Merchant' means the customer or client (whether or not specified on the face hereof), the consignor, consignee, owner of the goods and their respective agents.
(b) 'The Company' means B.V. Skelton Pty Ltd ACN 01 0967129 trading as Skelton Tomkinson.
(c) 'Goods' means the cargo received from or handled on behalf of the Merchant and includes any containers supplied therewith.
(d) 'Freight Forwarding' means the sending of goods laden for transportation by land, and/or water, and/or air towards the place of destination by using resources and expertise at the disposal of the Company to advance, hasten, assist onward and transmit the freight and/or documentation and by providing services during the forwarding process.
(e) Where 'Freight or its derivatives, combinations or abbreviations appears on documents issued by  the 
Company, it is to be read as including 1.(c) and 1.(d).
2. The Company is not a common carrier and reserves the right  to accept or refuse the carriage or transportation
of Goods or instructions for the carriage or transportation of Goods for any person or company.
3. The Merchant agrees to be bound by all stipulations, exceptions and conditions stated herein whether printed, written, stamped or otherwise incorporated on the front or back hereof and that the Contract contained or evidenced herein shall be fully binding between the Company and the Merchant in all respects.  The Merchant agrees also that all agreements previously made are superseded by the Contract contained or evidenced herein.
4. Subject to express instructions in writing given to the Company by the Merchant, the Company reserves to itself complete freedom in respect of the procedures, means and route to be followed in the handling, forwarding, documentation and transportation of goods.
5. (a) The Company shall be under no liability in any capacity whatsoever for any loss of, or damage to, misdelivery, delay in delivery, non-delivery concealed damage, deterioration, contamination, evaporation, electrical and/or electronic and/or mechanical derangement, of goods held in its care, custody or control, or any consequential loss arising therefrom howsoever caused (including theft by its servants or agents).  This disclaimer extends to include not only loss of, or damage to the goods, but also damage or injury to any person property or thing damaged.
(b) The Company shall not under any circumstances be liable for loss or damage resulting from or attributable to
any quotation, statement, representation or information, whether negligent or otherwise made or given by or on 
behalf of the Company or by any servant, employee, sub-contractors, or agent of rate of customs duty, excise 
duty, sales tax or other import or tax applicable to the goods or to any other property whatsoever.
(c) The Company shall be under no liability in any capacity for non-compliance with instructions given to it by the Merchant save where such non-compliance is caused by the negligence of the Company, its servants, employees, or sub-contractors, and the onus of proving such negligence shall be upon the Merchant.  In the event that the Merchant is unable to discharge such onus of proof, the Company shall be under no liability for such non-compliance with the Merchant's instructions.
		 6. The maximum liability of the Company pursuant to paragraph 5.(c) hereof shall be limited to double the 
	aggregate of brokerage, service fee or any other professional fee charged by the Company for the service 
	contained herein.
7. Any instructions given to the Company may, in the absolute discretion of the Company, be complied with by the Company performing all or part of the relevant services or by the employment or appointment of independent contractors or sub-contractors.  The Merchant shall make no claim whatsoever in relation to the goods against any servant, employee, agent, appointee, independent contractor, sub-contractor of the Company, or his employees, servants, or agents and shall further indemnify the company against any claims which may be made upon the Company by any such employee, servant, appointee, agent, independent contractor, or sub-contractor, and which arise out of any claim in relation to the goods.  Without prejudice to the foregoing, every such employee, servant, appointee, agent, independent contractor, and sub-contractor shall have benefit of all provisions herein for the benefit of the Company as if such provisions were expressly for their benefit and, in entering into this contract, the Company to the extent of these provisions, does so not only on its own behalf, but as contractor or trustee for such employees, servants, appointees, agents, independent contractors or sub-contractors.
8. The Merchant authorises the Company to arrange any mode of transportation or any combination of modes of transportation of air, sea and land carriers as required, and as deemed necessary by the company under this contract, and in doing so, the Merchant agrees to accept the usual terms and conditions of air, sea and land carriers as sub-contractors of the Company. 
9. (a) In the case of Goods of value exceeding $20.00 per packet or unit or the equivalent of that sum in other currency, the value will not be declared or inserted in a Bill of Lading for the purposes of extending a ship owner's liability under Article IV Rule 5 of the Sea Carriage of Goods Act 1924 except upon express instructions given in writing by the Merchant. 
(b) In the case of carriage by air, no optional declaration of value to increase the air carrier's, liability under the Civil Aviation (Carrier's liability) Act 1959-62 (as amended) will be made except upon express instructions given in writing by the Merchant, and acknowledged by the Company. 
(c) In all cases where there is a choice of tariff rates according to the extent of the liability assumed by carriers, warehousemen or other no declaration of value (where optional) will be made for the purpose of extending liability and Goods will be forwarded or dealt with at the Merchant's risk or other minimum charges, unless express instructions in writing to the contrary are given by the Merchant.
10. The Merchant shall be bound by and warrants the accuracy of all marks, labels, weights, dimensions, numbers, brands, contents, descriptions and quality of any goods and the declared value thereof and any other particulars furnished to the Company and the Merchant undertakes to indemnify the Company against all losses, damages, expenses or fines arising from any inaccuracy, omission, misdescription or expense arising from or in any way connected with failure by the Merchant to satisfy this warranty.
	11. All Goods (and documents relating to Goods) shall be subject to a particular and general lien for moneys due 
	either in respect of such Goods or for any particular or general balance of the moneys due from the Merchant to 
	the Company and it may sell the Goods if the proceeds fail to cover the amount due and the costs and expenses 
	and liabilities (including taxes, penalties and fines) of whatsoever nature suffered or incurred by the Company in 
	connection with the Goods because of the failure by the Merchant to procure consulate, Department of Health or 
	other permits or any papers that may be required at any port or place in connection with the Goods. 
12. The Merchant shall be liable for and shall indemnify the Company and hold it harmless against, all loss, 
damage, costs, expenses and liabilities (including taxes, penalties and fines) of whatsoever nature suffered or 
incurred by the Company in connection with the Goods because of the failure by the Merchant to procure 
consulate, Department of Health or other permits or any papers that may be required at any port or place in 
connection with the Goods.
13. Except under special written arrangements previously made, the Company will not accept:
	(a) Any explosive, flammable gas, compressed gas, flammable liquid, flammable solid, water reactive, organic 
	peroxide, poison, irritant, biomedical material infectious substance, radioactive substance, corrosive, drugs, 
	magnetised material, or any other noxious, dangerous, hazardous or restricted goods or any goods likely to cause 
	damage or injury.  The expression 'Goods likely to cause damage' includes goods likely to harbour or encourage 
	vermin or other pests.
(b) Bullion, coins, precious stones, jewellery, valuables, antiques, pictures, living creatures or plants.  Any person delivering such goods to the Company or causing the Company to handle or deal with such goods, shall be liable for all loss and damage caused thereby and shall indemnify the Company against all penalties, claims, damages, costs and expenses arising in connection therewith and the goods may be destroyed or otherwise legally dealt with at the sole discretion of the Company or at the discretion of any other person nominated by the Company in whose custody they may be in at the relevant time.

If such goods are received, they may nevertheless be destroyed or otherwise dealt with if they became dangerous to other goods, persons or property.  If such goods are accepted, it is the responsibility of the Merchant/Consignor/Shipper to provide correct technical information, descriptions, classifications, proper shipping names or restricted articles, correct packaging, handling instructions.  IATA restricted articles codes and numbers, international maritime dangerous goods codes and numbers and it is the responsibility of the Merchant/Consignor/Shipper to certify that the contents of all such consignments are fully and accurately described, classified, packed, marked, labelled, and in h the appropriate regulations for the applicable mode or m of transportation.  It is also the responsibility of the Merchant/Consignor/Shipper to sign such certifications and under no circumstances will the company provide or sign same whatsoever.
14. (a) Goods may be warehoused or otherwise held at any place or places at the sole discretion of the Company 
at the Merchant's risks and expense.
(b) Should the consignee of the Goods described Herein not be in attendance at the address given during
normal trading hours, when delivery is attempted, an additional charge may be made at ruling rates for each 
call until delivery is accomplished.

(c) Perishable goods, which are not taken up immediately upon arrival or which are insufficiently addressed or marked or otherwise not identifiable, may be sold or otherwise disposed of without any notice to the Merchant and payment or tender of the net proceeds of any sale after deduction of charges shall be equivalent to delivery.
(d) Non-perishable Goods which cannot be delivered either because they are insufficiently or incorrectly addressed or because they are not collected or accepted by the Merchant may he sold or returned at the Company's opinion at any time after the expiration of 30 days from a notice in writing sent to the address which the Merchant gave to the Company on delivery of the Goods.  All charges and expenses arising in connection with the sale or return of the Goods shall be paid by the Merchant.  A communication from any agent or correspondent of the Company to the effect that the Goods cannot be delivered for any reason shall be conclusive evidence of that fact. 
(e) Instructions to collect payment on delivery (COD) in cash or otherwise are accepted by the Company upon the condition that the Company will be liable for the exercise of reasonable diligence and care only.
(f) Every special instruction to the effect that charges shall be paid by the consignee is and shall be seemed to include a stipulation that if the consignee does not pay the said charges within 30 days of the date set for payment or if no date is set for payment within 7 days of delivery or tendered delivery of the Goods, then the consignor shall pay the said charges.
15. (a) These conditions shall be governed and construed in accordance with the laws of the state and country in which instructions were received by the company and any proceedings shall be brought in that state and not elsewhere within Twelve (12) months from the date hereof. 
(b) If any legislation is compulsorily applicable to any business undertaken, these Conditions shall as regards such business be read as subject to such legislation and nothing in these Conditions shall be construed as a surrender by the Company of any of its right or immunities or as an increase of any of its responsibilities or liabilities under such legislation and if any part of these conditions be repugnant to such legislation such part shall as regards such business be void to that extent but no further.
16. No insurance will be effected except upon express instructions given in writing by the Merchant and acknowledged by the Company and all insurances effected by the Company are subject to the, usual exceptions and conditions of policies of the insurance company or underwriters taking the risk.  The Company shall not be under any obligation to effect a separate insurance in each consignment but may declare it in any pen or general policy.  Should the insurers dispute their liability for any reason the insured shall have recourse against the insurers only and the Company shall not be under any responsibility or liability in relation thereto notwithstanding that the premium upon the policy may not be at the same rate as that charged by the Company or paid to the Company by the Merchant.
17. (a) Quotations are given on the basis of immediate acceptance and are subject to the right of withdrawal or revision.  If any changes occur in the cargo weight and dimensions, rates of freight, forwarding, bunker surcharges, currency adjustment factors, or surcharge, wharfage, harbour dues, Australian port charge additional, basic service rate additional, cartage, insurance premiums, Government department levies, or any other charges applicable to goods, quotations and charges shall be subject to revision without prior notice.
(b) Professional fees and/or commissions charged to the Merchant shall be considered earned whether he goods are delivered or not and whether damaged or otherwise.  Under no circumstances will any payment of commission be refunded.
(c) The Company shall be entitled to recover from the Merchant any errors or omissions in commission or  
brokerage charges or freight rates whether such errors or omissions are due to the Merchant, the Company or any other person.
(d) Commission, brokerage, professional fees, freight, forwarding charges, duty, sales tax, handling charges, marine insurance premiums, cartage, packing, storage, and other charges are due and payable in cash by the Merchant upon the date which appears in the company's invoice unless the company and the Merchant have agreed in writing to other terms of payment.
(e) If the Merchant does not pay the amount due, in accordance with (d) hereof, the Company shall be entitled to charge interest at the rate of 5 per centum per annum over the overdraft rate charged, by the Company's Trading Bank in Australia on the Company's trading accounts from the date upon which such amount was due.
(f) The Merchant hereby irrevocably appoints the Company and the directors thereof or any one of them as the Merchant's true and lawful attorney's for the Merchant and in the Merchant's name and as the Merchant's act and/or deed to execute and perform any act deed document matter or thing whatsoever for instead of or on behalf of the Merchant which the Merchant may lawfully do by its attorneys including the execution of a mortgage or mortgages over any interest inland held by the Merchant as registered proprietor, lessee or otherwise and any other assets for the purpose of securing the payment of any moneys which may from time to time be owing by the Merchant to the Company.
18. In addition to all other amounts payable by the Merchant, the Merchant shall immediately on receipt of invoice pay to the Company the amount of any increases in freight or freight forwarding or handling charges (whether due to increases by shippers or weights and dimensions, changes in the rates in which the contract price is specified and the currency in which such charges are usually payable by the Company or otherwise) which occur at any time before the Company is credited with payment of such charges.
19. The Company is at liberty to:
(a) deliver goods to carriers, sub-contractors and freight handlers, upon such terms and at such rates which in
its sole discretion the Company may determine, and any contract or agreement or understanding so reached 
shall not derogate from the Merchant's liability to pay professional fees, commission, brokerage, freight 
forwarding or expenses due to the Company.
(b) consolidate the Goods into container pallet lots or other convenient package(s).
(c) retain and be paid all brokerages, commissions, allowances and other remuneration from any source
whatsoever.
20.Unless otherwise stated, all charges quoted are exclusive of the Goods and Services Tax imposed under the 
A New Tax System(Goods and Services Tax) Act 1999 or similar legislation("GST"). The Merchant shall be
responsible for payment of any GST liability in respect to services as provided by the Company or by third
parties which shall be payable at the same time as the GST exclusive consideration. The Company agrees to
provide the Merchant with a tax invoice to enable the Merchant to claim input tax credits. 
21.In the event that these conditions of service conflict with the Merchant's instructions (including trading conditions) these Conditions shall govern.
22.(a) No servant or agent of the Company shall have the power to waive or vary any of the terms hereof unless such waiver or variation is in writing and is specifically authorised and ratified in writing by the Company.
(b) The Company reserves the right to amend the conditions from time to time without notice to the Merchant.
23.(a)This clause will apply where the Goods require cleaning to ensure compliance with Australian Quarantine       Inspections Service ("AQIS") Regulations or Standards as in force from time to time("AQIS Standards") and clause 24 does not otherwise apply.
(b) Unless otherwise expressly agreed by the Company, the services  provided by the Company, including Freight Forwarding services, do not include ensuring the Goods comply with AQIS standards.  The Merchant acknowledges that it is wholly responsible for ensuring the Goods comply with AQIS Standards.
(c) If at any time while the Goods are in transit the Company or its agents takes any step to clean improve or otherwise maintain the Goods for any purpose whatsoever, the Merchant acknowledges that the Company, or its agents, does so solely to enable the Goods to be carried or transported and not as any admission of any obligation by the Company to ensure the Goods will comply with AQIS Standards.
(d) If, when the Goods arrive in Australia, they do not comply to AQIS Standards and the Goods are ordered for re-export, the Merchant acknowledges that it will be wholly responsible for the costs of re-export.
24.(a) This clause only applies where the Goods require cleaning or other maintenance to ensure compliance with  AQIS Standards and the Company has agreed to provide it's Quarantine Consultant to inspect  the Goods before shipment and to bring the Goods to a standard which complies with AQIS Standards.
(b) The Company, at the expense of the Merchant, will provide its Quarantine Consultant to complete a pre-shipment inspection of the Goods.  The Merchant, at its expense, then agrees to do what the Company recommends to be done to the Goods to ensure compliance with AQIS standards.
(c) If, upon arrival in Australia, the Goods do not comply with AQIS Standards and the Goods are ordered for re-export, the Merchant acknowledges that the Company's liability to it is limited to a maximum amount of $A50,000.00 per unit contribution towards re-export costs.  The Merchant acknowledges that the Company shall have no further liability to the Merchant, for any direct or indirect costs incurred by the Merchant, whatsoever.
(d) Notwithstanding sub-clause (c), the Merchant acknowledges the Company will have no liability to the Merchant for any loss or damage suffered by the Merchant if the Goods, upon arrival in Australia, do not comply with AQIS Standards where:-
(i)  the Goods are contaminated after inspection by the Company's Quarantine Consultant (irrespective of the source of that contamination); or
(ii) after the time of inspection of the Goods by the Company's Quarantine Consultant AQIS changes the AQIS Standards.

I agree to the Terms & Conditions above.