Pillay, Vijendra T&C for Bula
Logistics Agency Agreement
This agreement is dated [date] and made between:
Vijendra Pillay trading as Bula Express Logistics, whose business address is at 18 Kent
Road, Lalor, Victoria 3075, Australia (“Bula”)
any person who becomes a Client for Bula Services.
It is now agreed as follows:
In this agreement, the following words shall have the following meanings, unless the
context requires otherwise:
“Container” means a container or device which contains
Goods or controls the movement of Goods whilst in transit.
“Client” means any Person at whose request or on
whose behalf Bula undertakes any business or provides
advice, information or services.
“Goods” means the cargo which is the subject matter of
“Owner” means the owner of the Goods or Container and
any other Person who is or may become interested in them.
“Person” includes any legal entity.
“Services” means all or any of the transportation services
regulated by this contract.
In this agreement unless the context otherwise requires:
2.1. a reference to a person is a reference to one or more individuals, whether or not
formally in partnership, or to a corporation, government body, or other
association or organisation.
2.2. Incoterms 2010 apply to this agreement whether specified in full or abbreviated
2.3. these terms and conditions prevail over any terms proposed by the Client.
2.4. any agreement by any party not to do or omit to do something includes an
obligation not to allow some other person to do or omit to do that same thing;
2.5. [except where stated otherwise,] any obligation of any person arising from this
agreement may be performed by any other person;
2.6. in this agreement references to a party include references to a person to whom
those rights and obligations are transferred or pass as a result of a merger,
division, reconstruction or other re-organisation involving that party.
2.7. the headings to the paragraphs and schedules (if any) to this agreement do not
affect the interpretation;
2.8. all money sums mentioned in this agreement are calculated net of GST, which
will be charged when payment is due.
2.9. Dates specified or agreed for the delivery of Goods shall not be of the essence of
2.10. a reference to an act or regulation includes new law of substantially the same
intent as the act or regulation referred to.
2.11. this agreement is made only in the English language. If there is any conflict in
meaning between the English language version of this agreement and any
version or translation of this agreement in any other language, the English
language version shall prevail.
3. Warranties for authority
3.1. The Client warrants that he is either the Owner, or the authorised agent of the
Owner and personally warrants that he has the authority to enter into this
agreement [and has obtained all necessary approvals to do so].
4. Relationship of parties
4.1. Nothing in this agreement shall create a relationship between any of the parties,
other than the contractual relationship expressly provided for in this agreement.
4.2. Bula may, if it so chooses, procure any or all of the Services as an agent, or,
itself provide those Services as principal.
4.3. When Bula contracts as a principal for any Service, it may perform that Services
itself, or subcontract all or part of that Service to others on whatever terms it
thinks reasonable and without the specific authority of the Client.
4.4. Bula is not restricted in the manner, route or procedure whereby it performs this
4.5. Bula may retain or be paid all commissions and rebates usually retained by or
paid to freight agents and is under no obligation to account to the Client for them.
4.6. In any dealing with any governmental revenue collecting authority Bula shall be
deemed to deal as agent of the Client and accordingly, shall not be liable for the
payment, or timely payment, of any sum due.
5. Entire agreement
5.1. This agreement together with the Bula Quotation sheet and any other formal
document provided by Bula, contains the entire agreement between the parties
and supersedes all previous agreements and understandings between the
5.2. Each party acknowledges that, in entering into this agreement, he does not rely
on any representation, warranty, information or document or other term not
forming part of this agreement.
5.3. Conditions, warranties or other terms implied by statute or common law are
excluded from this agreement to the fullest extent permitted by law.
6. The Price
6.1. The Price of the Services required by the Client shall be communicated to the
Client by telephone or as Bula and the Client agree.
6.2. Once agreed, the Price for the Services shall remain fixed for [1 month] unless
otherwise agreed in writing by the parties.
6.3. All prices are inclusive / exclusive of any GST payable unless otherwise stated.
7. Payment (general terms)
7.1. Payment is due to Bula immediately on fulfilment of this contract by delivery of
the Goods to the consignee.
7.2. All sums due under this agreement:
7.2.1. shall be made in full, without any set-off or counter claim and without
deduction of or withholding for any tax now or subsequently imposed by
or in any country.
7.2.2. shall be made by the due date, failing which the Supplier may charge the
Supplier interest on late payments on a daily basis at a rate equivalent to
% above the base lending rate of [HSBC] Bank plc from time to time;
7.2.3. Shall be paid in Australian dollars by cheque, eftpos or direct deposit
made payable to [‘Bula Express Logistics Special Business Account’].
7.3. If any applicable law requires any tax or charge to be deducted before payment,
the amount due under this agreement shall be increased so that the payment
made will equal the amount due to (party) as if no such tax or charge had been
7.4. Where credit has been agreed in writing between the parties, all invoices shall be
paid by the Client within 30 days of the date of invoice.
7.5. No right of set off shall arise.
7.6. The Client shall within  days of the Client's receipt of the Supplier's acceptance
of the Order, open [one or more] letters of credit.
7.7. Each letter of credit must be confirmed, transferable, irrevocable, without
recourse, providing for payment at sight [allowing partial deliveries and
collections] and issued by a bank acceptable to the Supplier, in favour of [name
of Supplier’s bank].
7.8. The letter of credit shall be payable  days at sight against production of a
commercial invoice for the Goods [and a clean on board bill of lading].
7.9. Each letter of credit shall remain open for at least 30 days or such longer period
as may be agreed by the parties in relation to individual letters of credit.
7.10. The terms of the letter of credit may be specified by the Supplier from time to
time and payment for Goods shall be made in full without deduction, set off or
8. Bula’s lien
8.1. Bula has a general lien on all Goods and any other property of the Client for all
money due at any time.
8.2. The exercise of the lien does not affect the continuing accrual of storage
8.3. At any time after payment by the Client has become more than 28 days overdue,
Bula may sell the Goods as agent of the Client.
8.4. After any such sale, Bula shall deduct its expenses of valuation, sale and
storage, and the debt due to it, before accounting to the Client for the balance, if
8.5. In the case of Goods which are perishable or otherwise liable to deteriorate with
time, Bula may sell the Goods within 48 hours of money due being unpaid
provided notice of the proposed sale has been given to the Client.
8.6. In any case where Goods have deteriorated so that they are no longer saleable,
Bula may dispose of them at the cost of the Client.
9. Failed delivery and disposal of Goods
If the Client, consignee or Owner of any Goods fails to take delivery at the
appointed time and place, then:
9.1. Bula shall be entitled to store them, at the risk and expense of the Client.
9.2. the responsibility and liability of Bula to the Client, as agent or bailee, shall
9.3. all costs incurred by Bula as a result of the failure shall be recoverable from the
Client on demand.
9.4. costs incurred by Bula shall include the cost of management time calculated at
$150 per hour without proof of economic loss.
9.5. Bula may sell or dispose of the Goods as it thinks fit, subject to the following
9.5.1. Bula must give at least 28 days notice in writing to the Client;
9.5.2. if Bula is unable to make contact with the Client, Bula may give that
notice to any other person who may reasonably be expected to have an
interest in the Goods;
9.5.3. if after 90 days, Bula is unable to locate any person with an interest in
the Goods, or if for any reason the Goods cannot be delivered into the
possession of the Client, then Bula may sell or otherwise dispose of the
9.5.4. if the Goods have or might soon, deteriorate or perish; or if retention of
the Goods becomes unlawful, dangerous or unreasonably expensive,
then Bula may sell or otherwise dispose of the Goods on short notice or
10.1. Bula will insure the Goods only upon express instructions in writing from the
Client which are accepted by Bula.
10.2. The Client must assume that the Goods are not covered by any insurance taken
out by Bula.
10.3. If Bula does arrange insurance on the instructions of Bula, it does so as the
agent of Bula.
11. Special instructions by the Client
If Bula accepts instructions from the Client relating to delivery of the Goods which
are specific to that consignment, (such as delivery against a payment or against
the delivering up of some document) then:
11.1. Bula acts as agent of the Client;
11.2. acceptance of the special instructions by Bula does not reduce or change the
obligations of the Client under this agreement.;
11.3. those instructions shall be carried out by Bula to the best of its ability;
11.4. Bula is not restricted in the way it handles, transports or stores the Goods or the
contractors or employees it uses.
11.5. the Client authorises Bula to open the packaging of any goods in order to:
11.5.1. check any aspect of the Goods to satisfy either Bula or an interested
third party that the Goods comply with the instruction of the Client; or
11.5.2. if Bula has reason to consider that the goods may be dangerous or may
cause damage to other goods.
11.5.3. at the request of any governmental authority.
11.6. Bula may use sub-contractors to carry out the instructions;
11.7. Bula is not liable if it fails to comply with the special instructions;
12. Identification of Goods
12.1. The Client must truthfully identify the nature of the Goods.
12.2. Bula will not, without special arrangements, accept or be responsible for: bullion,
coin, precious stones, jewellery, valuables, antiques, pictures, human remains,
livestock, pets, plants.
12.3. If any such Goods are delivered to Bula without agreement by Bula, Bula is not
responsible for those Goods nor for any other contents of a consignment of
which they form part.
12.4. Bula will not, without special arrangements, accept or be responsible for Goods
12.4.1. may be dangerous or unsafe to some person or to other Goods;
12.4.2. may harbour live pests or vermin;
12.4.3. may be liable to contaminate or damage other Goods;
12.4.4. in the reasonable opinion of Bula may constitute a risk to other Goods,
property, life or health.
12.5. The Client agrees to indemnify Bula against any loss or expense arising from
delivery to Bula of any such Goods as are mentioned in this paragraph.
13. Client’s warranty
The Client now warrants:
13.1. that all information about the Goods to be moved and the Services required, as
has been given to Bula, is true and accurate;
13.2. that any Container, whether supplied by the Client or any other person, is fit for
13.3. that all Goods have been properly prepared, packed, labelled and/or marked;
13.4. that the preparation, packing, stowage, labelling and marking are appropriate to
the Goods and the Services required;
13.5. that he has complied with the requirements of any applicable law (including the
Australian Dangerous Goods Code) relating to the nature, condition, packaging,
handling, labelling, storage and carriage of the Goods.
13.6. that the Goods are and will remain free of any objectionable matter or odours
which may affect other Goods in storage;
13.7. that the Goods are received in by Company within the appropriate temperature
13.8. that the he has not asked Company to handle, transport or store the Goods in
any way that could be unlawful;
13.9. that the weight data he has provided to the Company includes all packaging
(including cartons, pallets and stretch-wrap);
13.10. that any document he provides to Bula is true and accurate and not a forgery or
13.11. that no claim shall be made against any director, servant, or employee of Bula
which imposes, or attempts to impose, upon them personal liability in connection
with any Service which is the subject of these conditions.
14.1. In this paragraph “Claims” means demands, claims and liability of every sort, for
economic and other loss, legal costs and any other related expenses.
14.2. The Client agrees to indemnify Bula, against any Claim relating to or resulting
14.2.1. his breach of this agreement;
14.2.2. his negligence or breach of a statutory obligation of any country;
14.2.3. his failure to take account of the culture and customs of any country;
14.2.4. failure to provide accurate information about the Goods or the
14.2.5. failure to disclose information which Bula could reasonably have
expected to be disclosed to enable it to perform the Service efficiently
14.2.6. any act, neglect or default of the Client, or his agent, employee or
14.2.7. the imposition of any tax or demand in the nature of tax;
14.2.8. a refusal by any insurer on a policy taken out by the Company to make
payment on a claim by the Company on account of the description of the
Goods by the Client having been inaccurate or incomplete.
15. Limitation of liability
15.1. Except in the case of death or personal injury, the total liability of Bula under this
Agreement, however it arises, shall not exceed the sum of A$1,000,000 (one
15.2. Nothing in this agreement excludes liability for a Party's fraud.
16.1. All sums due from either of the parties to the other which are not paid on the due
date shall bear interest from day to day at the [annual rate of 5% over the current
Commonwealth Bank of Australia daily base rate with a minimum of 4.25% per
year / rate of 4.25% per month.]
16.2. Interest shall be calculated and compounded monthly.
16.3. If any sum payable to us under this agreement is  days or more overdue, you
must pay to us on demand (but without prejudice to any other right or remedy
which we may have under this agreement or otherwise) interest at [base rate]
plus 5% per year on a day-to-day basis from the due date until the date of
payment both before and after judgment.
17.1. Neither party may assign, delegate, sub-contract, mortgage, charge or otherwise
transfer any or all of its rights and obligations under this agreement without the
prior written consent of the other party, except that:
17.2. a party may assign and transfer all its rights and obligations under this
agreement to any person to which it transfers all of its business, provided that the
assignee undertakes in writing to the other party to be bound by the obligations
of the assignor under this agreement.
18. Uncontrollable events
Neither party shall be liable for any failure or delay in performance of this
agreement which is caused by circumstances beyond its reasonable control,
[including any labour dispute between a party and its employees].
If this Agreement cannot be performed or its obligations fulfilled for any reason
beyond either party's reasonable control for a continuous period of 3 months then
either party may, at its discretion, terminate this Agreement by notice in writing at
the end of this period.
19. Miscellaneous matters
19.1. No amendment or variation to this agreement is valid unless in writing, signed by
each of the parties or his authorised representative.
19.2. The parties acknowledge and agree that this agreement has been jointly drawn
by the parties and accordingly it should not be construed strictly against either
19.3. If any term or provision of this agreement is at any time held by any jurisdiction to
be void, invalid or unenforceable, then it shall be treated as changed or reduced,
only to the extent minimally necessary to bring it within the laws of that
jurisdiction and to prevent it from being void and it shall be binding in that
changed or reduced form. Subject to that, each provision shall be interpreted as
severable and shall not in any way affect any other of these terms.
19.4. The rights and obligations of the parties set out in this agreement shall pass to
any permitted successor in title.
19.5. No failure or delay by any party to exercise any right, power or remedy will
operate as a waiver of it nor indicate any intention to reduce that or any other
right in the future.
19.6. Any communication to be served on either of the Parties by the other shall be
delivered by hand or sent by standard or registered post or by fax or by e-mail.
It shall be deemed to have been delivered:
if delivered by hand: on the day of delivery;
if sent by post to the correct address: within 72 hours of posting;
If sent by fax to the correct number: within 24 hours;
If sent by e-mail to the address from which the receiving party has
last sent e-mail: within 24 hours if no notice of non-receipt has been
received by the sender.
19.7. In the event of a dispute between the parties to this agreement, then they
undertake to attempt to settle the dispute by engaging in good faith with the other
in a process of mediation before commencing arbitration or litigation.
19.8. This agreement does not give any right to any third party.
19.9. In the event of any conflict between any term of this agreement and the
provisions of the articles of a limited company or any comparable document
intended to regulate any other corporate or collective body, then the terms of this
agreement shall prevail.
19.10. Each party shall bear its own legal costs and other costs and expenses arising in
connection with the negotiation and drafting of this agreement.
19.11. The validity, construction and performance of this agreement shall be governed
by the laws of the State of Victoria and the federal laws of Australia.