Standard Terms of Trade for National Products Fulfilment Pty Ltd

1.

SERVICES OF NPF

All prices quoted are exclusive of GST, and the Client

must pay GST (where applicable) in addition to any
National Products Fulfilment Pty Ltd (NPF) provide
other amounts payable.
warehousing and fulfilment services to Clients which
RISK & INSURANCE
are provided in accordance with the Service 6.
Proposal, these Terms of Trade (Terms) and any Risk in goods remains with the Client at all times.
further contracts or variations provided by NPF to The Client is responsible to carry insurance of their
the Client (Services). The term shall commence on products while the products are stored at NPF or
the date the Client accepts the Service Proposal and being distributed by NPF as part of the Services or
continue until terminated in accordance with these otherwise, including but not limited to cover for fire
Terms.
and burglary.
2.

QUOTE & TERM

NPF can arrange Transit Insurance at the request of

The Service Proposal provided to the Client must be the client and will be quoted on a job by job basis
accepted within 30 days, and is subject to NPF and in accordance with the Clients directions.
having the opportunity to evaluate any samples of
7.
GENERAL
the items to be dispatched.
NPF will provide the Services to the Client from the Reports: NPF supplies pre-defined reports on a
date of acceptance of the Service Proposal until daily/weekly basis to the Client. The client must
review these reports and advise NPF of any
terminated in accordance with these Terms.
inaccuracies in a timely manner.
NPF will review the charges for the Services on each
anniversary of the acceptance of the Service Cubing: NPF may apply cubic weight charges apply
Proposal; should an increase be warranted it shall be to parcels of a bulky nature where the parcels
the lower of the percentage increase in the physical weight is less than its cubic weight. Cubic
Consumer Price Index Sydney for the 12 month weight is calculated using the external dimensions
period of measurement prior to the Review Date (in metres) of the parcel and multiplying this by 250
and 5%. Increases shall take effect on each resulting in a weight in Kilograms. This means Length
x Width x Height x 250 = Cubic Weight in Kilograms.
anniversary of the Service Proposal.
Charges in accordance with this clause are in
3.
TERMINATION OF AGREEMENT
addition to any other charges detailed in this
In addition to the express rights of termination Agreement.
provided in these Terms, a party may terminate Dangerous Goods: It is an essential term of this
these Terms by giving 30 days written notice to the Agreement that the Client shall create, maintain,
other party.
update and continuously provide NPF during the
term of this agreement, lists of Dangerous Goods
4.
DISPUTES
that it proposes to send through NPFs carriers and
If a dispute arises out of or in relation to the Services should obtain approval from NPF (in writing) to the
or these Terms (including any dispute as to breach lists and any amendments of the lists. NPF reserves
or termination or as to any claim in tort, in equity or the right to refuse handling, storing or shipping
pursuant to any statute) (a Dispute), a party to this dangerous goods.
Agreement may not commence any court or
Dangerous goods may incur additional Postage,
arbitration proceedings relating to the Dispute
Freight and handling fees that shall b in addition to
unless it has complied with this clause except where
any other charges detailed in this Agreement.
the party seeks urgent interlocutory relief.
For the purpose of this clause Dangerous Goods has
A party claiming that a Dispute has arisen under or
the same meaning as defined by the various freight
in relation to this Agreement must give written
companies used to carry your products.
notice to the other party specifying the nature of the
Dispute (a Dispute Notice). If a dispute is notified, Order Files: Orders are processed only once each
the dispute must immediately be referred to the day. Unless otherwise agreed, the default processing
parties respective senior management who must time is 7 a.m. AEST (Australian Eastern Standard
endeavour to resolve the dispute within 14 days (or Time), Monday to Friday. The NPF fulfilment system
automatically processes order files at the mutually
other period as agreed).
agreed time.
Unless otherwise agreed, where the dispute cannot
be settled by negotiation between the parties or To avail of the NPF Same Day Shipping Guarantee,
their representatives, the parties expressly agree to order files must be supplied prior to 7 a.m. or the
endeavour to settle the dispute by mediation mutually agreed time. Files received after the
administered by the Law Society of NSW before agreed cut off time will be processed and shipped
having recourse to arbitration or litigation. The the next business day.
Australian Public Holidays: NPF will remain closed
for all Australian public holidays. We will continue to
accept order files on these public holidays. All
accumulated files will be combined and processed
at the agreed processing time, on the first working
day after the public holiday.
Inventory Identification: The Client must provide
5.
INVOICING & PAYMENT
NPF with inventory where each and every individual
The Client must pay NPF the price stated on invoices product is clearly identified by a unique product
issued by NPF within 7 days of the date of the code or barcode in order to avail of the NPF
invoice. Interest will accrue on each unpaid amount Inventory and Order Accuracy Guarantees.
from and including the due date for payment to the
Approvals: The Client promises and warrants to NPF
date of actual payment.
that it has received all authorisations and approvals
If the commercial relationship between the Client necessary to allow the Clients product to be
and NPF terminates for any reason then all distributed by NPF in Australia, and indemnifies NPF
outstanding amounts including the amounts related in respect of any breach of this clause. The Client
to the consolidation and packing of the stored acknowledges that NPF relies on this clause as an
products and loading on to vehicles must be paid in inducement to provide the Services. This clause is
full before the goods are collected by the Client.
an essential term of these Terms.
mediation must be conducted in accordance with
the guidelines of Law Society of NSW for mediation
which are operating at the time the matter is
referred.
The terms of the guidelines are
incorporated into these Terms. This paragraph
survives termination.

8.

GUARANTEE

Where NPF offers the Client a guarantee, the

Guarantee will be offered on a no liability basis and
will be in full satisfaction of any claim or other action
taken by the Client.
Payment of the Guarantee by NPF does not
constitute an admission of liability.
The parties agree that any such guarantee is limited
and capped to a maximum sum of $5,000.00 (gross)
for any and all claims which the Client is entitled to
make under the terms of the guarantee as offered
from time to time and is further limited to the
replacement value or cost base of an item as
determined by NPF and does not include loss of
profit or opportunity or otherwise.
The Same Day Shipping Guarantee is limited to the
order handling fee, not the associated postage fees.
The Order Accuracy Guarantee is limited to the
handling fee and return postage of both the orignal
and replacement order.
9.

LIABILITY & INDEMNITY

The Client acknowledges that all carriers used by

NPF are third parties and NPF cannot provide any
guarantee for their services. The liability of NPF (if
any) ends when the goods are provided to the third
party for delivery. The Client acknowledges and
agrees to be bound by the terms of the third party
carrier.
The Client expressly agrees that use of the Services
is at the Clients risk. To the full extent allowed by
law, NPFs liability for breach of any term implied
into these Terms by any law is excluded.
NPF is not liable for any loss or damage suffered by
the Client or any of its personnel or subcontractors;
and any third party, whether arising out of the
performance of a Service to the Client or otherwise.
The Client acknowledges that the Services are not
for personal, domestic or household purposes.
The Australian Consumer Law (ACL) may give to the
client certain guarantees. Where liability for breach
of any such guarantee can be limited, NPFs liability
(if any) arising from any breach of those guarantees
is limited with respect to the supply of goods, to the
replacement or repair of the goods at cost or the
costs of resupply or replacement of the goods or
with respect to the Services to the supply of Services
again or cost of re-supplying the Services again.
The Client indemnifies and keeps indemnified NPF
and its directors, officers, employees and agents
from and against any and all losses, claims, actions,
proceedings, liabilities, costs or expenses of any
nature arising out of or in connection with a breach
of the terms of this Agreement or any act or
omission by the Client or its servants, agents or
contractors.
10.
COMMUNICATION
Any notice or communication to or by a party to this
Agreement must be in legible writing in English and
addressed to the party at their registered business
address.
Any variation to this agreement must be in writing
and signed by the parties.
The Client shall not be entitled to assign this
Agreement or any part thereof without the prior
written consent of NPF.
This Agreement is the whole agreement between
the parties, and the parties agree that it is
goverened by the laws of New South Wales.
11.

ACKNOWLEDGMENT

The parties acknowledge that they have read,

understood and agree to be bound by the Service
Proposal, these Terms and the Services.

2014 National Products Fulfilment Pty Ltd ABN 56 100 588 289