Effective: 30/08/2006

PREAMBLE

Below are the conditions upon which we enter into a contract with You. You are not able to vary them without our express permission nor are you able to assign any of your responsibilities to another person or entity without our express permission. You should satisfy yourself that you agree with these conditions before you contract with us. In this document the terms "conditions" and "agreement" are used interchangeably.

1 INTRODUCTION and DEFINITIONS

1.1 This Agreement as well as our standard Terms and Conditions of Contract (as found on the back of our Consignment Notes) provide the only terms on which we supply services to You.

1.2 Please note that we are not a Common Carrier nor shall we accept any liability whatsoever as such or ascribed as such. In addition, notwithstanding any other clause in this Agreement, we may at our absolute and entire discretion, and for any reason, at any time, refuse to handle or convey and/or transport goods for You.

1.3 Although this is an Agreement between You and Us, we may sub-contract any part or all of our services and/or obligations on any terms as desired by Us. Please refer to the definitions below.

1.4 In this Agreement the term "You" refers to you personally or if you are a company or other entity, then that company or other entity and in the latter case then you as an authorised representative of such company or entity and you warrant that You are able and entitled to act on behalf of that company in accordance with the laws and The Commonwealth of Australia and all states of Australia or if applicable, under International Law. If You contract with Us on behalf of a company, then you are representing to Us that you have the legal capacity to do so and that we can rely upon the representations you make in any and all circumstances. If you lose or are disposed of that authority you must advise us immediately and without delay and you must nominate a person whom has the legal capacity to act on behalf of that company or entity. At all times, you must have the legal capacity to contract with Us.

1.5 In this Agreement the terms "We" or "Us" or "the carrier" refers to VELLEX, ABN 31 735 091 861 operating principally (but not exclusively) from 17 Daniel Street Wetherill Park, NSW 2164, Australia.

1.6 In this Agreement, the term "goods" includes but is not limited to any and all items or things of whatsoever nature or form we collect or convey in any form from You or from another party on Your behalf. The term also includes but is not limited to any packaging, pallets or containers or any other receptacle/s surrounding goods for either decoration, protection or for any other purpose.

1.7 In this Agreement by the term "services" we include any and all services supplied to You by Us in any capacity, including but not limited to those pertaining as carrier, storer, bailee, customs agent, shipping agent and forwarding agent and same includes all administrative and cartage, storage, handling and related tasks pursuant to our services to you.

1.8 In this Agreement the term "consignment note" includes any consignment note in physical form or any file in physical form and/or stored or created electronically by You and provided to Us that particularizes, details and otherwise contains information as provided by You to Us in relation to any service or prospective service You seek or intend to seek , or are provided with from or by Us.

1.9 In this Agreement "subcontractor" shall include all companies which are subsidiaries of Us within the meaning of that expression as defined in Section 6 of the NSW Companies Act or its successor, and may include any railways operated by the Commonwealth, any state of Australia and/or any other person or entity (including any private company) with whom We my arrange for the carriage of any goods, being the subject of this contract, and who is now or at the relevant time, a servant, agent, employee or subcontractor of any person or entity acting in those capacities by a subcontractor of ours and we hold that on trust for them and can enforce it.

1.10 In this Agreement, "dangerous goods" are those as are specified as such by the Australian Dangerous Goods code or in any appropriate legal Act, Regulation, Rule, Standard or Code and include goods that have the capacity to or in fact injure or damage people, animals, property or the environment. They include (but are not limited to) goods that are or may become poisonous, corrosive, volatile, explosive, flammable, noxious or radioactive. In addition to these, any employee or other authorized representative of ours may determine that goods are dangerous and require
labeling and adherence to the provisions herein. Note that Special Provisions exist in this Agreement relating to our service of such goods under a separate heading which you must read.

2. REPRESENTATIONS MADE BY YOU TO US

2.1 Representations made by You, may be relied upon by Us at any time before, during and after you have entered into this Agreement. It is Your responsibility and obligation to Us to be truthful, honest, diligent and to act in good faith towards Us at all times and we reserve the right to cancel or amend this Agreement on the basis of a reasonable or actual belief by Us, howsoever formed, that You are not dealing with Us in good faith, diligently, truthfully or honestly.

2.2 In entering into this Agreement, You irrevocably undertake to Us that:
(a) You alone own the goods or if they are owned by a third party, You have specific authorization to act as their agent or representative and that they agree and consent to our services on the terms provided in this Agreement and in the Consignment Note.
(b) You have completed the Rate Agreement and Consignment Note in a detailed, accurate, and legible manner, providing any and all information and instructions we require to provide the service that you request from us and in the event that you require additional physical space to record this information pursuant to these undertakings in this section, you advise us of same prior to our provision of service to you. In some circumstances, at our discretion we may accept verbal instructions in relation thereto but at all times subject to this Agreement and then only with our express consent and authority.
(c) Any third party you engage sending or returning goods has complied with 2.2(b) immediately above.
(d) That the goods are packaged to withstand handling, transport and storage appropriate to the circumstances of the service as provided by Us. Safe and adequate packaging throughout the duration of the journey, being that which is also fit for purpose in relation to our handling and storage of the goods is Your responsibility and you are advised and alerted to consider all reasonably foreseeable circumstances that accompany such transportation by the modes and method that we provide in relation to same.
(e) You have complied with all appropriate and current laws of those States and the Commonwealth (or international laws as the case may be) in connection with the goods to ensure that they can be lawfully possessed, handled, transported, stored and otherwise dealt with by Us.
(f) You will take all such reasonable steps to ensure that the particulars relating to all goods as shown on the Consignment Note are accurate, legible and correct and that the goods are adequately labeled and addressed by either You or any third party acting on Your behalf so as to enable, facilitate and guarantee effective delivery by Us in accordance with this Agreement.
(g) You enter into this Agreement only on the basis of those indemnities provided herein and agree with those remedies as outlined herein or ( if legal proceedings are commenced by either You or Us,) as decided by a duly constituted and competent court of law in a jurisdiction as determined by these Conditions.
(h) You will ensure that You will be able to be contacted by Us in a prompt and timely manner with respect to any matter pursuant to our services, before during and after services rendered to you by Us.

2.3 In the event that we determine, at our absolute and entire discretion, that You have failed to meet any, part thereof or all of those undertakings as described in this section (2.2) we reserve those rights as ascribed to Us in this Agreement and You accept and acknowledge that we may act in accordance with those rights as so defined.

3. OUR INDEMNITIES

We reserve the right (at our entire and absolute discretion) to rely upon any and all of the following indemnities:
3.1 Subject to law, You will indemnify Us entirely and absolutely from any and all loss or damage You or a third party sustains in connection with any conveyance, handling or transport or storage of Your goods by Us and in relation to any service we provide you with be it negligent, willful or by willful omission (this includes all subcontractors of ours as herein defined).

3.2 You will indemnify Us for any loss or damage caused to any third party whatsoever and entirely (be they physical or property loss ) arising by Your own acts, negligence or omission in relation to Your engagement of Us for the services we provide.

3.3 You will indemnify Us for any loss or damage You sustain resulting from any reasonable delay by Us and You acknowledge that in the normal course of business, delays in delivery can be caused by factors beyond our direct control or those that are not reasonably foreseeable by Us, including but not limited to road works, accidents on or near road carriageways, acts of nature including rain, flood and fire, delays in third party terminals including airports, in connection to wharves, railway sidings and freight stations, traffic jams, public events including protests and sporting fixtures, with respect to RTA monitoring of heavy transport including weighing, break downs, laws pertaining to speed limits for vehicles, unforeseen delays with respect to administration, extraordinary staff situations (such as strikes or industrial action), an act of war and/or terrorism, or any other event including those related to collection and delivery points.

3.4 From time to time, misadventure, accidents or other circumstances may occur that may render us unable to deliver your goods. In such cases, you agree to indemnify Us from any and all loss as sustained by You in relation to non-delivery that arise from such circumstances beyond our direct control and influence. In such case, you may have remedies against other parties.

3.6 In any lawsuit commenced by You, You shall make payment into court a reasonable amount at our or the court's discretion to secure our legal costs of defending any and all legal proceedings brought by You or including You or Us as a joined party.

3.7 All services are supplied at your own risk. We are not liable for any delay, loss or damage arising from supply or our failure to supply services and this shall apply to any consequential losses including but not limited to loss of profits.

4. UNNACCEPTABLE CARRIAGES

4.1 If You ask Us to deliver goods which at our discretion we regard as unacceptable, or which You have undervalued for Australian Customs purposes, we may contact You to determine whether You desire to continue with the delivery or return the subject goods to You. In that case, we may levy an additional charge upon You which You agree to pay as and when we request same. In addition, in the absence of any further Agreement between You or Us, in the event that:
a) We are unable, after reasonable attempts made by Us, to contact You to procure Your further instructions or
b) You do not immediately accept total liability for those additional expenses as when we advise.
We reserve the right to dispose or otherwise dispossess us of those goods, at any time and in any manner at our absolute and entire discretion and shall be entitled to procure from You any and all costs associated with such disposal or dispossession including those relating to any actual or prospective transporting of same to any location and in administration. In such case those costs shall become immediately due and payable by You to Us as and when we invoice you.

4.2 Where You are going away or perceive that You will not be able to be contacted throughout the term of this Agreement and our service to You, You must advise Us in advance and at our request, arrange an appropriate contact person who is authorized and has the capacity and desire to instruct Us on Your behalf.

5. DANGEROUS GOODS

5.1 The definition of dangerous goods appears in the definitions section of this Agreement.

5.2 You must advise Us if the goods are dangerous in advance of our collection and provide Us with full accurate and detailed description of the goods in the Consignment Note clearly labeling same as "DANGEROUS GOODS" and attach appropriate documents for transporting such goods.

5.3 You must provide Us with those details we need in 5.2 prior to contracting with Us for their carriage so that our drivers and other relevant personnel are familiar with the nature of the goods, the risk that they pose to life and property and the remedies available to Us and any and all authorities in the event of an accident, incident or if the goods otherwise escape or move beyond the confines of their designated container be it in transit or in storage or during handling.

5.4 You will also ensure that Our proposed transport arrangements including type of vehicle, security and stowage therein and any and all storage and handling techniques for the goods are fit-for-purpose and at all times lawful. You will indemnify Us entirely and absolutely from any loss or damage either We or You or any third party incurs if that is not the case, including all consequential losses to any party.

5.5. We shall not be held liable for any loss suffered by You or Us with respect to our carriage of dangerous goods. You agree to indemnify Us entirely and absolutely in relation thereto against all claims arising from whatever source including but not limited to those claims by You, third parties and our employees and subcontractors.

5.6 Where in our opinion, based on reasonable grounds, the goods represent an immediate or present danger, or a potential danger to property or life, we reserve the right to dispose or dispossess ourselves of such goods immediately and/or without notice to You and You shall be responsible of paying our reasonable costs in relation thereto and You indemnify Us entirely and absolutely for any loss or damage You or any third party may incur as a result of same. This includes a situation where the goods have not been packaged properly and any contents escape beyond their packaging, including but not limited to any chemical spill requiring special clean up operations and/or those that attract the provisions of Environmental and/or Pollution Acts.

5.7 By entering into this Agreement You are on notice that all goods in our possession may be subjected to x-ray, security and safety inspections by Us or our nominated representatives. You must advise Us in advance if any such x-ray, security and safety inspections that we may undertake represent a threat or danger to property or life in advance of such measures and you shall be liable for any special arrangements We make with regards to undertaking same as well as any and all additional costs associated with same.

5.8 If, in the absence of any notification by You, we determine that the goods are dangerous as defined within this Agreement, this section shall take effect notwithstanding any knowledge of same by You at that time and you explicitly authorise Us to act in reliance of this section in relation thereto.

5.9 You will always bear all risk of loss and damage to, or arising in connection with, dangerous goods that you request us to convey.

6. PAYMENTS

6.1 You must pay Us as and when contracted for and in the event that you do not pay as and when payment falls due as determined by Us, we may take legal action against you at any time in the appropriate legal jurisdictions. Apart from usual Court action we may use Bankruptcy or Winding Up proceedings as advised to us by our legal advisors.

6.2 Where we take legal action to recover our costs, you may be liable for the debt due and interest at the relevant legal rate calculated daily thereon as well as our legal expenses. In that case, we may rely upon the terms of this Agreement and that information as contained in any invoice and/or Consignment Note as we deem fit.

6.3 We are entitled to retain and be paid in full all commissions, allowances and remuneration paid including those customarily paid by or to customs agents, forwarding agents, shipping agents, forwaders, storers, carriers or bailees as the circumstances dictate.

6.4 In some circumstances, where freight is to be charged to the receiving or third party, then a valid account number of the paying party must be stated on the Consignment Note. Please note that our charges are earned as soon as we collect the goods from you or from the location as nominated by you.

6.5 Where you instruct us to collect goods and we undertake all such reasonable steps to collect such goods and we find that they are:
a) Not at the location you nominate or
b) Not ready to be collected or
c) You re-direct Us to another address before, during or after collection,
You may be liable to pay Us any additional charges that we may levy as a result of these new or un-intended arrangements. Other charges may apply in accordance with these Conditions.

6.6 Our charges are a matter for our absolute discretion based upon the particulars of the circumstances of the service that we provide, but they are approximately based upon:
a) The greater of the actual weight or cubic volume of the goods (for the purpose of calculating weight we round up to the nearest whole metric kilogram), and
b) Distance traveled ,and
c) Operational logistics as undertaken by us to service you. .

6.7 The charges contained in this Agreement (including but not limited to any separately levied customs charges) are exclusive of any Goods and Services Tax, value added consumption tax or similar tax. If any such tax is applicable to any of the services supplied by Us, we may pass this tax onto you and you agree to pay such tax in addition to the charges and/or rates specified in this Agreement.

6.8 We retain the right to use all legal remedies to ensure that we are paid, this may include retention or disposal of your goods and we reserve the right to sell same privately to any party or by public auction as determined by Us.

6.9 Where no time has been specified by you or us in relation to your payment of any service we provide, all amounts are due and payable to us within 14 days of being invoiced or of delivery as may be determined by us. Any late payment by you may be subject to additional fees by us related to administration of same as we determine.

7. DELIVERY

7.1 It is Your responsibility to ensure that the recipient at point of delivery:
(a) Has prior knowledge of our arrival, and
(b) Is equipped and prepared to take delivery of the goods as delivered by Us, and
(c) Will readily and without grievance,accept the delivery of the goods by Us.

7.2 Where no previous arrangement has been made between You and Us, and we deliver goods to a location as nominated by you and We form the view that:
a) There is nobody present suitable or authorized to take collection of the goods or
b) The delivery environment is unsuitable to take possession of the goods or
c) Our access to that delivery location is frustrated physically including but not limited to poor or inadequate access, another vehicle blocking our path, absence or changed circumstances of loading dock or building) or by verbal or written direction of authorized officer assigned to manage or with control of delivery area):-Then we reserve the right to take all such reasonable steps as we deem necessary to deal with goods thereafter. This may include seeking your further instructions, leaving the goods at the point of delivery (even if unattended) returning the goods to the collection point or elsewhere, storage of goods at our facility or that owned by another person or entity or in some circumstances, dispossession or even disposal of goods. Where we leave the goods at the point of delivery, their safety and security is your responsibility and you indemnify us entirely and absolutely from any theft or damage of the goods as well as well as any loss you may suffer as a result of our delivery of the goods in this circumstance.

7.3 Whilst we undertake to use all reasonable efforts to give effect to representations made by Us in relation to timing of deliveries, we note that any and all such representations by us are made in approximates measures of time only. In certain circumstances including but not limited to those detailed in clause 3.3, it may not be possible for Us or our subcontractors to deliver at a particular time as represented to You. Further, we reserve the right to change or amend, expected collection and delivery times, at any time, at our entire and absolute discretion.

7.4 Where those circumstances arise in 7.2, we reserve the right to levy any additional fees as we may reasonably incur relating to resources and efforts we have expended in remedying any unforeseen difficulties in delivery. These may include costs to third parties that you will be responsible for, that are not quantifiable at this time.

8. ADDITIONAL LEGAL PROVISIONS

8.1 We reserve the right to change this Agreement at any time , without notice at our discretion. Should you have queries with this regard, please contact Us prior to entering into this contract.

8.2 In this Agreement, the singular includes the plural and vice versa.

8.3 Headings to Sections are included for the sake of convenience only and shall not effect the interpretation of clauses to which they relate.

8.4 References to any statute or statutory provisions include that statute or statutory provision as amended, extended, consolidated or replaced by subsequent legislation and any orders, regulations, instruments or other subordinate legislation made under the relevant statute.

8.5 The word "person" means and includes a natural person, a company, a firm or any other legal entity whether acting as a trustee or not.

8.6 This Agreement shall bind You or Our legal personal representatives, successors and assigns.

8.7 When a party comprises of two or more persons, the rights and obligations of such persons pursuant to this Agreement shall enure for the benefit of and bind all of them jointly and each of them severally.

8.8 Any refusal, failure, or neglect by Us not to exercise any right or entitlement herein shall not constitute nor be construed as any acceptance or condonment by Us of any act of thing done by You, nor does it warrant nor compel Us to disregard any provision at our discretion.

8.9 In any event of any covenant or other provision of these Conditions being invalid, illegal or unenforceable, unlawful or otherwise being incapable of enforcement, all other clauses and covenants of this Agreement shall nevertheless prevail and remain in full force and effect and be valid and fully enforceable and no covenant or other provision hereof shall be construed to be dependant upon any covenant or provision unless so expressed herein and in the event that of any such provision being severed pursuant to this clause the parties shall endeavor and agree upon provisions substitution therefore which are not illegal and which substantially express the meaning of the severed provisions.

8.10 You undertake that no threat, promise or inducement has been made by Us with respect to your Agreement with these Conditions.

8.11 In the event of a dispute, you are invited and encouraged to contact us directly in an effort to resolve the dispute by informal means including mediation or negotiation.

8.12 The laws of NSW and the Commonwealth (where appropriate) apply to this Agreement.

8.13 Subject to law, VELLEX Group Pty Ltd, may plead this Agreement as a bar against proceedings generally.

9. MISCELLANEOUS PROVISIONS

9.1 If You expressly or impliedly instruct Us to use, or it is expressly or impliedly agreed, that we will use a particular method of handling or storing of goods or a particular method of carriage whether by road or rail, sea or air, We shall give priority to that method but if it cannot conveniently be adopted by Us, You authorize Us, to handle and store or to carry or have goods carried by alternate method or methods at our entire and absolute discretion.

9.2 The goods are at the risk of You and not Us and unless expressly agreed in writing, We shall not be responsible in tort or contract or otherwise for any loss or damage or deterioration of goods or misdelivery or failure to deliver or delay of goods including chilled, frozen, refrigerated or perishable goods either in transit or in storage whatsoever including without limiting the forgoing, the negligence or willful act or default of the carrier or others and this clause shall apply to all such loss or damage or to deterioration of goods or misdelivery or failure to deliver or delay in delivery of goods as aforesaid whether or not the same occurs in the course of performance by Us of the contract or in events which are in the contemplation of Us or You or in the events which are foreseeable by You or Us which would cause a fundamental breach of contract or fundamental term hereof.

9.3 You agree that all of the rights, immunity, exemptions from liability granted to Us by this Agreement, shall have and continue to have, their full force and effect in all circumstances, whether or not, the same occurs in the course of performance by Us of the Contract or are in the contemplation of You and/or Us or are foreseeable by You or Us or would constitute a fundamental breach of the Agreement or any clause hereof.

9.4 You authorise us to deviate from the usual route or manner of cartage of goods when we deem same to be either reasonable or necessary by Us in the circumstances, and we reserve the right service you in such manner as we deem appropriate in the circumstances.
9.5 In respect of any contract made in the state of Queensland, these conditions shall be read subject to the Carriage of Goods by Land (carriers Liability) Act 1967, QLD and except where repugnant to that Act, these conditions shall apply.

9.6 If you are a "consumer" as defined in the Trades Practices Act (Cth), these Conditions do not effect your rights under that Act.

9.7 You must notify us promptly if you have a claim and you must notify us within 14 days. If we do not receive a written notice from you within 14 days, we will have no liability to you. Notwithstanding this, if you do not commence proceedings in court within 6 months after the date of delivery, we will have no liability to you.

DISCLAIMER

While these terms and conditions are current at the time of production, management reserves the right, without notice, to vary, change, amend or delete any part thereof at any time for any reason. Prior to acting on reliance of these terms our valued customers are encouraged to confirm that these as they are appear are current and in force. E&EO information correct as at 30 August 2006.