Puro Ventures Ltd
T/A Speedy Freight
Ground Floor Suite
1 Puro House
Unit 2 Cranford Drive
Knutsford Business Park
Knutsford
WA16 8ZR

Puro Ventures Ltd T/A Speedy Freight (hereinafter referred to as “the Carrier “) is not a common carrier and accepts goods for carriage only upon that condition and the Conditions set out below. No servant or agent of the Carrier is permitted to alter or vary these Conditions in any way unless expressly authorised in writing to do so by a duly authorised person. If any part of these Conditions is incompatible with applicable legislation, such part shall, as regards the Contract, be overridden to that extent and no further.

1. Definitions

 

In these Conditions:

“Customer” means the person, firm or company who contracts for the services of the Carrier.

“Contract” means the contract of carriage between the Customer and the Carrier.

“Consignee” means the person or company to whom the Carrier contracts to deliver the Consignment to.

“Consignment” means goods, whether a single item or in bulk or contained in one parcel, package, or container, as the case may be, or any number of separate items, parcels, packages, or containers sent at one time in one load by or for the Customer to the Consignee from one address to another address.

“Dangerous Goods” means goods set out in the Carriage of Dangerous Goods and Use of Transportable Pressure Equipment Regulations (CDG) and the European agreement “Accord européen relatif au transport international des marchandises dangereuses par route” (ADR), which together regulate the carriage of dangerous goods by road including, explosives, radioactive material, and any other goods presenting a similar hazard.

“Delivery Address” means the address for delivery of the Consignment notified to the Courier at the time of booking.

“Demurrage” means any cost or expense the Carrier suffers as a result of the improper, excessive, or unreasonable detention of any vehicle, trailer, container, or other equipment belonging to or under the control of the Carrier.

“Force Majeure Event” shall have the meaning set out in Condition 14(3)(b).

“In writing” includes, unless otherwise agreed, the transmission of information by electronic, optical, or similar means of communication, including, but not limited to, facsimile, electronic mail, or electronic data interchange (EDI), provided that the information is readily accessible and durable so as to be usable for subsequent reference.

 

2. Application of Conditions

 

(1) These conditions shall:

(a) apply to and be incorporated into the contract between the Customer and the Carrier;

(b) prevail over any inconsistent terms or conditions contained, or referred to, in the Customer’s purchase order, confirmation of order, acceptance of a quotation or specification, or implied by law, trade custom, practice or course of dealing.

(2) The Road Haulage Association Limited Conditions of Carriage 2020 are hereby incorporated into the Conditions (“RHA Terms”). In the event of any conflict or inconsistency between the RHA Terms and these Conditions, the terms of the RHA Terms shall prevail.

(3) The Customer’s purchase order, or the Customer’s acceptance of a quotation for services by the Carrier, constitutes an offer by the Customer to purchase the services specified in it on these Conditions. No offer placed by the Customer shall be accepted by the Carrier other than:

(a) by a written or verbal acknowledgement of the quote issued by the Carrier; or

(b) (if earlier) by the Carrier starting to provide services when a contract for the supply and purchase of those services on these Conditions will be established. The Customer’s standard terms and conditions (if any) attached to, enclosed with, or referred to in any purchase order or other document shall not prevail.

 

3. Bookings, commencement, and duration.

 

(1) Each booking by the Customer shall be submitted by the Customer to the Carrier by telephone or email.

(2) The Carrier shall provide a quotation for the delivery of the Consignment, such a quotation shall be valid for a period of 7 days or such other period as the Carrier may specify.

(3) The Carrier reserves the right to refuse to accept any bookings.

(4) The services supplied under this agreement shall be provided by the Carrier to the Customer from the date of acceptance by the Carrier of the Customer’s offer in accordance with condition 2(1)(3). above.

(5) The services supplied shall continue to be supplied until the Consignment is delivered to the delivery address or the agreement is terminated.

 

4. Parties and Sub-Contracting

 

(1) The Customer warrants that he is either the owner of the Consignment or is authorised by such owner to accept these Conditions on such owner’s behalf.

(2) The Carrier, and any other carrier employed by the Carrier, may employ the services of any other carrier for the purpose of fulfilling the Contract in whole or in part and the name of every other such carrier shall be provided to the Customer upon request. The Carrier may at any time assign, mortgage, charge, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract, to the extent permitted by law.

(3) The Carrier contracts for itself and as agent for its servants and agents and all other carriers referred to in (2) above and such other carriers ‘ servants and agents and every reference in these Conditions to “the Carrier ” shall be deemed to include every other such carrier, servant and agent with the intention that they shall have the benefit of the Contract and collectively and together with the Carrier be under no greater liability to the Customer or any other party than is the Carrier hereunder.

(4) Notwithstanding Condition 2(3) the carriage of any Consignment by rail, sea, inland waterway or air is arranged by the Carrier as agent of the Customer to be carried out by a third party and shall be subject to the conditions of the third party rail, shipping, inland waterway, or air carrier contracted to carry the Consignment. The Carrier shall be under no liability whatsoever to whomsoever and howsoever arising in respect of such carriage: provided that where the Consignment is carried partly by road and partly by such other means of transport any loss, damage or delay shall be deemed to have occurred while the Consignment was being carried by road unless the contrary is proved by the Carrier.

 

5. Dangerous Goods

 

(1) The Carrier shall not be obliged to carry any Dangerous Goods or Consignments.

(2) The Customer is responsible for ascertaining if the contents of any Consignment are Dangerous Goods, are prohibited or are subject to restrictions or specific requirements either within the UK or the country of destination for international deliveries.

(3) The Customer must not send or attempt to send a Consignment containing any Dangerous Goods, prohibited or restricted goods via the Carrier without disclosing this information to the Carrier.

(4) If the Customer does send or attempt to send Dangerous Goods, prohibited or restricted goods the Customer may be liable to prosecution and shall indemnify and keep indemnified the Carrier and its employees, contractors, subcontractors, and agents, against any loss or damage suffered or liability incurred as a result of such actions.

(5) If a Consignment containing any Dangerous Goods, prohibited or restricted goods is sent by the Customer, the Carrier may deal with the Consignment in its sole and absolute discretion (without incurring any liability whatsoever to the Customer or Recipient) including destroying or otherwise disposing of such Parcel or Consignment in whole or in part or returning the Consignment to the Customer, and shall be entitled to charge the Customer the cost of disposal and all other costs reasonably incurred and additionally the sum of £20, (or such sum as specified by the Carrier on its website) if it chooses to return the Consignment or any part of it.

(6) The Carrier may, acting reasonably, add or remove items from the definition of prohibited goods or restricted goods (and may vary any applicable restrictions) without notice, by making the details of any such additions or deletions available on its website).

(7) The Customer shall be liable to the Carrier its employees, subcontractors and agents for all loss, damage or injury arising out of the carriage of Dangerous Goods, prohibited or restricted goods, whether declared as such or not and all goods not properly packed and duly labelled (or not in compliance with any other specific requirements) to the extent that such loss, damage or injury is caused by the nature of those goods.

(8) Dangerous Goods (prohibited and restricted goods) must be declared by the Customer and if the Carrier agrees to accept them for carriage they must be classified, packed, marked, labelled and documented in accordance with the statutory regulations for the carriage by road of the substance declared.

(9) Transport Emergency Cards (Tremcards) or information in writing in the manner required by the relevant statutory provisions must be provided by the Customer in respect of each substance and must accompany the Consignment. The Carrier will ensure that the cards are appropriate to the load.

(10) The Carrier reserves the right to open and inspect any Consignment.

 

6. Delivery

 

(1) The Customer will ensure that the Consignment is properly and safely packed, secure, and safe to be carried, stored, and transported.

(2) The Carrier will use all reasonable efforts to ensure Consignments are delivered in accordance with the time notified to the Customer, however, it is agreed that such times are estimates only and time shall not be of the essence for the purpose of this agreement.

(3) When Consignments are to be collected from a Customer’s address the Customer will provide appropriate equipment and labour for loading the Consignment.

(4) Delivery shall be deemed to be completed when the Carrier completes unloading of the Consignment to the Delivery Address, and a proof of delivery is obtained and a signature is obtained (“POD “). The driver who delivers the Consignment shall scan the POD and upload photographic evidence as required by the Carrier.

 

7. Loading and Unloading

 

(1) Unless the Carrier has agreed in writing to the contrary with the Customer:

(a) The Carrier shall not be under any obligation to provide any plant, power, or labour, other than that carried by the vehicle, required for loading or unloading the Consignment.

(b) The Customer warrants that any special appliances or instructions required for loading or unloading the Consignment which are not carried by the vehicle will be provided by the Customer or on the Customer’s behalf.

(c) The Customer shall ensure that any cranes, fork lift trucks, slings, chains or other equipment used in loading or unloading the vehicle are suitable for that purpose and will indemnify the Carrier against any and all consequences of failure of or unsuitability of such equipment.

(d) The Customer shall ensure that there is adequate access to the loading and the unloading points and that the roadways to and from the public highway are of suitable material and that unloading will take place on good sound hardstanding, where there will be sufficient space to load or unload the vehicle in safety.

(e) The Carrier shall be under no liability whatsoever to the Customer for any damage whatsoever, howsoever caused, if the Carrier is instructed or provided with special appliances to load or unload any Consignment which, in breach of the warranty in (b) above, have not been provided by the Customer or on the Customer’s behalf.

(f) The Customer shall indemnify the Carrier against all liability or loss or damage suffered or incurred (including but not limited to damage to the Carrier’s vehicle) as a result of the Carrier’s personnel complying with the instructions of the Customer or the Consignee or their servants or agents.

(g) The Carrier shall not be required to provide service beyond the usual place of collection or delivery but if any such service is provided by the Carrier it shall be at the sole risk of the Customer and subject to 7(3) below.

(2) The Customer shall indemnify the Carrier against all claims and demands which could not have been made if such instructions as are referred to in (1)(e) of this Condition and such service as is referred to in (1)(g) of this Condition had not been given.

(3) The Carrier shall not be liable for any loss or damage whatsoever, howsoever caused, if the Carrier’s personnel are instructed by the Customer or the Consignee of their servants or agents to provide service to an area which does not comply with (d) above, whether or not against the recommendations of the Carrier or the Carrier’s personnel.

(4) The Customer shall make available to the Carrier upon request details of any risk assessments which may have been carried out at the collection and/or delivery addresses. The responsibility for carrying out such risk assessments shall be that of the Customer and not of the Carrier.

(5) Unless otherwise agreed in writing, the Customer will be responsible for loading the Consignment onto the vehicle and will also be responsible for the Consignee unloading the Consignment off the vehicle. The Carrier will not be responsible for any loss or damage to the Consignment arising from loading the Consignment onto or unloading the Consignment off the vehicle, or from the overloading of the vehicle or from the unsafe loading of the vehicle. The Carrier may, at its sole discretion, through its servants and agents provide assistance in loading or unloading the Consignment if requested to do so by the Customer or the Consignee or the agents of either. The Customer shall indemnify the Carrier from and against all and any loss, damage, death or injury that may arise whilst the loading or unloading operations is taking place whether or not such loss, damage, death or injury is attributable to the negligence of the Carrier, its employees, contractors, subcontractors, servants or agents.

 

8. Obligations of the Customer

 

The Customer warrants that:

(1) the Consignment does not and will not cause pollution of the environment or harm to human health; require any official consent or licence to handle, possess, deal with, or carry; at any time whilst in the care or control of the Carrier constitute waste (unless the Carrier has been previously advised otherwise); and that the Consignment is of a nature that can be legally transported in the United Kingdom;

(2) it will comply, and will procure that all of its agents, employees and sub-contractors also comply, with any reasonable regulations of the Carrier relating to handling, health and safety, and security, of which they are notified or have been notified; and

(3) it will provide the Carrier with such information and materials as the Carrier may reasonably require in order to comply with its obligations under the Contract, and will ensure that such information is complete and accurate in all material respects.

(4) If the Carrier’s performance of any of its obligations under the Contract is prevented, hindered, or delayed by any act or omission of the Customer or by any failure by the Customer to perform any relevant obligation (“Customer Default”), then

(a) without limiting or affecting any other right or remedy available to it, the Carrier shall have the right to suspend performance of its obligations until the Customer remedies the Customer Default, and may rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents, hinders, or delays the Supplier’s performance of any of its obligations;

(b) the Carrier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Carrier’s failure to perform or delay in performing any of its obligations as set out in this Condition 8(4); and

(c) the Customer shall on written demand reimburse the Carrier for any costs or losses sustained or incurred by the Carrier arising directly or indirectly from the Customer Default.

 

9. Consignment Notes and Signed Receipts

 

(1) The Carrier shall, if so required, sign a document prepared by the sender acknowledging the receipt of the Consignment but no such document shall be evidence of the condition or of the correctness of the declared nature, quantity, or weight of the Consignment at the time it is received by the Carrier and the burden of proving the condition of the Consignment on receipt by the Carrier and that the Consignment was of the nature, quantity or weight declared in the relevant document shall rest with the Customer.

(2) The Customer shall, prior to or upon the completion of loading the Consignment, sign and forthwith deliver to the Carrier a consignment note stating:

(a) The Collection address, the Consignee, and the Delivery Address;

(b) A complete and accurate description of the nature of the goods within the Consignment and the method of packing;

(c) The number of items, parcels, packages and/or containers in the Consignment;

(d) The gross weight of the goods within the Consignment or their quality otherwise expressed and

(e) Any other information the Carrier may reasonably require.

 

10. Transit

 

(1) Unless otherwise agreed expressly between the parties, transit shall commence when the Carrier takes possession of the Consignment whether at the point of collection or at the Carrier’s premises.

(2) Transit shall (unless otherwise previously determined) end when the Consignment is tendered at the Delivery Address provided that;

(a) if no safe and adequate access or no adequate unloading facilities there exist and the Consignment cannot be delivered then transit shall be deemed to end at the expiry of one clear day after notice in writing (or by telephone) of the arrival of the Consignment at the Carrier’s premises has been sent to the Consignee; and

(b) when for any other reason whatever a Consignment cannot be delivered or when a Consignment is held by the Carrier ‘to await order ‘ or to be ‘kept till called for’ or upon any like instructions and such instructions are not given or the Consignment is not called for and removed within a reasonable time, then transit shall be deemed to end at the expiry of that reasonable time.

(3) The Customer shall ensure that the Consignment is securely and properly packed and labelled in accordance with any relevant legislation and in such a condition that it is not likely to cause injury or damage to person or property.

(4) The Customer shall ensure that no loss or damage to any of the Carrier’s vehicles or trailers occurs whilst at the collection or delivery premises and shall be liable for any such damage.

(5) The Consignment shall be at the sole risk of the Customer at all times when the Consignment is not in transit.

 

 

11. Undelivered or Unclaimed Consignments

 

(1) When the Carrier is unable to effect delivery the Carrier shall use its reasonable endeavours to notify the Customer and the Consignee of any undelivered or unclaimed Consignment. The Consignment will be removed from the Carrier’s vehicle the next day and stored at a location of the Carrier’s choosing (additional charges may be incurred for storage and charged to the Customer). Unless the Consignment is collected by the Customer or instructions are provided for return of further delivery (for which there will be an additional charge) within 10 business days of notice being given to the Customer, the provisions in clause 19 (Lien) will prevail over the Consignment and the Carrier may sell or destroy the Consignment as if it were the original owner. Any charges incurred by the Carrier in selling or destroying the Consignment may be charged to the Customer.

(2) The Carrier shall use its reasonable endeavours to obtain what is in its view a reasonable price for the Consignment and shall use the proceeds of sale to discharge the Carrier’s expenses incurred in relation to the carriage, storage and sale or disposal of the Consignment. Any remaining amounts will be charged to the Customer and any proceeds will be paid over to the Customer upon its written request, upon which the Carrier shall be discharged from all liability in respect of the Consignment.

 

12. Carrier’s Charges

 

(1) The Carrier’s charges shall be payable by the Customer without prejudice to the Carrier’s rights against the Consignee or any other person provided that when any Consignment is consigned ‘carriage forward’ the Customer shall not be required to pay such charges unless the Consignee fails to pay after a reasonable demand has been made by the Carrier for payment thereof.

(2) Time is of the essence of payment of all and any sums payable by the Customer to the Carrier.

(3) Charges shall be payable when due without deduction or deferment on account of any claim, counterclaim or set-off. The Customer shall pay the Carrier within 30 days month end date of invoice and the Carrier shall be entitled, without prejudice to any other right, the Carrier shall be entitled to charge interest and legal costs on any overdue sum from the due date until payment of the overdue sum, whether before or after judgement. Interest under this clause will accrue each day at the rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998 as amended from time to time.

(4) If the Customer becomes insolvent or any sums owed by the Customer on any invoice or account with the Carrier become overdue for payment, any credit terms shall be cancelled with immediate effect and all invoices or accounts issued by the Carrier shall immediately be deemed due for payment and thereupon become payable.

(5) Unless otherwise agreed with the Customer at the time of the booking, the Carrier shall not be required to obtain a signed or any other type of proof of delivery (including photographic proof) of the Consignment from the Consignee. Where the Carrier does agree at the time of booking to obtain such proof of delivery no payment shall however be withheld by the Customer where the Carrier is unable to provide a proof of delivery unless notification of non-delivery is received by the Carrier no more than 48 hours after the expected time of delivery of the Consignment and the Carrier is subsequently unable to evidence proof of delivery.

(6) The Customer shall pay to the Carrier any storage charges incurred as a result of it exercising its lien in accordance with clause 19.

(7) The Customer is entitled to cancel the collection of a Consignment at any time before the agreed collection time. If the Customer cancels the collection less than an hour before the agreed time the Carrier reserves the right to charge a cancellation fee equivalent to 100% of the total agreed charge.

(8) If the Consignment is not ready at the agreed collection time the Carrier reserves the right to charge such fees as notified in the quotation provided, for every 15 minutes or part thereof up until the time the Consignment is ready for loading after the period agreed in the quotation.

(9) If the Consignee has not completed the loading or unloading of a Consignment within 15 minutes of arrival of the Carrier at either the loading address or the Delivery Address then the Carrier reserves the right to charge such fees as notified in the quotation provided for every 15 minutes after the agreed period within the quote until the Consignment unloading is complete.

(10) The Carrier ‘s charges are subject to adjustment by the Carrier to account for any variation in its costs including (but not limited to) variations in wages, cost of materials, fuel cost, exchange rate fluctuations, alteration of duties, Local Authority rates, National Insurance and other employment costs, VAT, and other costs.

(11) In the event that the Carrier provides services in addition to those originally agreed including (without limitation) providing services outside working hours, making deliveries to locations other than the Delivery Address or outside the time at which the Carrier is to collect or deliver the Consignment, the Carrier shall be entitled to be paid by the Customer such additional amount as represents the additional cost incurred together with a management charge (up to £100).

(12) The Customer shall not be entitled to withhold, deduct, or set off against any amount due to the Carrier any sum which it alleges is due to it from the Carrier.

(13) The Customer is responsible for ensuring that it has paid the appropriate charges. If at any time the Carrier determines that the Customer has not paid the appropriate charges then the Customer shall be liable to the Carrier for the difference between what the Customer initially paid and the amount which the Customer should have paid. The Carrier may at its discretion suspend any account that the Customer has with the Carrier until any unpaid amount is repaid, as well as take any other legal action the Carrier is entitled to in order to recover any unpaid amounts.

 

13. Cancellations

 

(1) The Customer may cancel the order up to 24 hours before and receive a full refund by contacting the Carrier and providing the relevant order number connected to the Consignment.

(2) If an order is cancelled within 24 hours of collection, the Carrier will endeavour to cancel the order and issue a refund where possible. If however, the Carrier is unable to cancel delivery without incurring costs, those costs shall be passed on to the Customer and in any case the Customer shall be unable to cancel the order and shall not be entitled to a refund if the Carrier has collected the Consignment or it has been dropped off/the label has been used.

 

14. Liability for Loss and Damage

 

(1) The Customer shall be deemed to have elected to accept the terms set out in sub-clauses (2) and (3) unless, before the transit commences, the Customer has agreed in writing that the Carrier shall be under no liability for loss of, or mis-delivery of or damage to or in connection with the Consignment, howsoever or whensoever caused.

(2) Subject to this clause 14, the Carrier shall only be liable for loss or damage to or in connection with the Consignment howsoever or whensoever caused and whether or not caused or contributed to directly or indirectly by any act, omission, neglect, default, or other wrongdoing on the part of the Carrier, its employees, contractors, subcontractors or agents if and to the extent that the Carrier has been negligent.

(3) Subject to these Conditions the Carrier shall be liable for:

(a) physical loss, mis-delivery of or damage to living creatures, bullion, money, securities, stamps, precious metals, or precious stones comprising the Consignment only if:

(i) the Carrier has specifically agreed in writing to carry any such items; and

(ii) the Customer has agreed in writing to reimburse the Carrier in respect of all additional costs which result from the carriage of the said items; and

(iii) the loss, mis-delivery or damage is occasioned during transit and is proved to be due to the negligence of the Carrier, its employees, contractors, subcontractors or agents;

(b) physical loss, mis-delivery of or damage to any other goods comprising the Consignment unless the same has arisen from a “Force Majeure Event” which shall mean any act(s), event(s), circumstances(s) or cause(s) the occurrence of which is beyond the reasonable control of the Carrier, including but not limited to:

(i) any consequences of war, invasion, act of foreign enemy, hostilities (whether war or not), civil war, rebellion, insurrection, terrorist act, military or usurped power or confiscation, requisition, or destruction or damage by or under the order of any government or public or local authority;

(ii) seizure or forfeiture under legal process;

(iii) error, act, omission, mis-statement or misrepresentation by the Customer or other owner of the Consignment or by servants or agents of either of them;

(iv) inherent liability to wastage in bulk or weight, faulty design, latent defect or inherent defect, vice, or natural deterioration of the Consignment;

(v) any special handling requirements in respect of the Consignment which have not been notified to the Carrier;

(vi) insufficient or improper packing, labelling or addressing;

(vii) act of God, riot, civil commotion, strike, lockout, general or partial stoppage or restraint of labour from whatever cause;

(viii) fire, flood, storm, earthquake, pandemic, or epidemic;

(ix) road congestion, road accidents, delays incurred at any delivery location or lack of delivery instructions from the Customer, vehicle breakdown;

(x) Consignee not taking or accepting delivery within a reasonable time after the Consignment has been tendered.

(4) The Carrier shall not in any circumstances be liable for loss or damage arising after transit is deemed to have ended within the meaning of these conditions, whether or not caused or contributed to directly or indirectly by any act, omission, neglect, default, or other wrongdoing on the part of the Carrier, its servants, agents, or sub-contractors.

(5) The Carrier shall not be liable for any loss or deterioration of, or damage to, or non-delivery, mis-delivery of any property (including the Consignment) or any other claim in any circumstances whatsoever, howsoever caused save to the extent that the same is caused by its wilful default or negligence.

(6) Unless agreed otherwise, the Carrier shall not be obliged to insure the Consignment, and where it does so, will insure on the conditions set out by the Road Haulage Association and CMR. The Customer is responsible for insuring against all risks for the full insurable value.

 

15. Fraud

 

The Carrier shall not in any circumstances be liable in respect of a Consignment where there has been fraud on the part of the Customer or the owner, or the servants or agents of either, in respect of that Consignment, unless the fraud has been contributed to by the complicity of the Carrier or of any servant of the Carrier acting in the course of his employment.

 

16. Limitation of Liability

 

(1) Except as otherwise provided in these Conditions, the liability of the Carrier in respect of claims for physical loss, mis-delivery of or damage to goods comprising the Consignment, howsoever arising, shall in all circumstances be limited to the lesser of

(a) the value of the goods actually lost, mis-delivered or damaged; or

(b) the cost of repairing any damage or of reconditioning the goods; or

(c) a sum calculated at the rate of £1,300 Sterling per tonne on the gross weight of the goods actually lost, mis-delivered or damaged; and

the value of the goods actually lost, mis-delivered or damaged shall be taken to be their invoice value if they have been sold and shall otherwise be taken to be the replacement cost thereof to the owner at the commencement of transit, and in all cases shall be taken to include any Customs and Excise duties or taxes payable in respect of those goods, provided that:

(i) in the case of loss, mis-delivery of or damage to a part of the Consignment the weight to be taken into consideration in determining the amount to which the Carrier ‘s liability is limited shall be only the gross weight of that part regardless of whether the loss, mis-delivery or damage affects the value of other parts of the Consignment;

(ii) nothing in this Condition shall limit the liability of the Carrier to less than the sum of £10;

(iii) the Carrier may require the Customer to substantiate a claim by providing any relevant information about the consignment including proof of despatch, proof of value, estimates for repair costs, cost price, invoices, weight and nature of the item(s) lost or damaged, serial numbers and IMEI numbers for electrical items. This may include requesting any recipient of the Consignment to retain all packaging, or obtaining other documentary evidence as requested by the Carrier.

(iv) the Customer shall be entitled to give to the Carrier written notice to be delivered at least 7 days prior to commencement of transit requiring that the £1,300 per tonne limit in 11 (1)(c) above be increased, but not so as to exceed the value of the Consignment, and in the event of such notice being given the Customer shall be required to agree with the Carrier an increase in the carriage charges in consideration of the increased limit, but if no such agreement can be reached the aforementioned £1,300 per tonne limit shall continue to apply.

(2) The liability of the Carrier in respect of claims for any other loss whatsoever (including indirect or consequential loss or damage and loss of market), and howsoever arising in connection with the Consignment, shall not exceed the amount of the carriage charges in respect of the Consignment or the amount of the claimant’s proved loss, whichever is the lesser, unless;

(a) at the time of entering into the Contract with the Carrier the Customer declares to the Carrier a special interest in delivery in the event of physical loss mis-delivery or damage or of an agreed time limit being exceeded and agrees to pay a surcharge calculated on the amount of that interest, and

(b) at least 7 days prior to the commencement of transit the Customer has delivered to the Carrier written confirmation of the special interest, agreed time limit and amount of the interest.

 

17. Indemnity to the Carrier

 

(1) The Customer shall indemnify the Carrier against:

(a) all liabilities and costs incurred by the Carrier (including but not limited to claims, demands, proceedings, fines, penalties, damages, expenses and loss of or damage to the carrying vehicle and to other goods carried) by reason of any error, omission, mis- statement or misrepresentation by the Customer or other owner of the Consignment or by any employee, contractor, subcontractor or agent, insufficient or improper packing, labelling or addressing of the Consignment or fraud as in Condition 15; and

(b) all claims and demands whatsoever (including for the avoidance of doubt claims alleging negligence), by whomsoever made and howsoever arising (including but not limited to claims caused by or arising out of the carriage of Dangerous Goods and claims made upon the Carrier by HM Customs and Excise in respect of dutiable goods consigned in bond) in excess of the liability of the Carrier under these Conditions in respect of any loss or damage whatsoever to, or in connection with, the Consignment whether or not caused or contributed to directly or indirectly by any act, omission, neglect, default or other wrongdoing on the part of the Carrier, its servants, agents or sub-contractors.

(c) Any sensitive personal data, information and documents contained within a Consignment, including but not limited to names, addresses, bank details, signatures and dates of birth is entirely at the Customer ‘s risk and no compensation is available for these items. Data stored on electronic media, for example data disks, hard drives, magnetic tapes or pen drives must be suitably encrypted. The Customer shall indemnify the Carrier against all actions, claims, proceedings and judgments together with costs incurred relating to loss, damage or disclosure of such data documents.

 

18. Time Limits for Claims

 

(1) The Carrier shall not be liable for:

(a) damage to the whole or any part of the Consignment, or physical loss, mis-delivery or non-delivery of part of the Consignment unless the Carrier has been negligent and the Customer has advised the Carrier in writing of the issue within seven days, and the claim is made in writing within fourteen days, after the termination of transit;

(b) any other loss unless advised thereof in writing within twenty-eight days, and the claim is made in writing within forty-two days, after the commencement of transit.

(2) The Carrier may make such investigations as it deems necessary to satisfy itself of the validity of any claim and the Customer shall co-operate as is reasonable in the circumstances. In the case of claims for loss or damage, the Carrier may take as reasonable amount of time to undertake investigations and search activity.

(3) Any information requested to substantiate a claim must be made available to the Carrier within 14 days of

(4) If the information requested is not received within this timescale, the Carrier reserves the right to close the claim. Should there be an error in a claim application or the supporting evidence that results in the need to re-issue a cheque, an administration charge of £10 will be deducted from the claim amount.

(5) If a dispute arises out of or in connection with the provisions of the Services under these Conditions or the performance, validity or enforceability of them (“Dispute”) then the parties shall follow the procedure set out in this clause:

(a) either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice “), together with relevant supporting documents. On service of the Dispute Notice, both parties shall attempt in good faith to resolve the Dispute;

(b) if for any reason both parties are unable to resolve the Dispute within 30 days of service of the Dispute Notice, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR. To initiate the mediation, a party must serve notice in writing (“ADR notice “) to the other party to the Dispute, requesting a A copy of the ADR notice should be sent to CEDR. The mediation will start not later than 14 days after the date of the ADR notice.

(c) The commencement of mediation shall not prevent the parties commencing or continuing court proceedings in relation to the Dispute under condition22 (Governing Law and Jurisdiction) which shall apply at all times.

(d) If the Dispute is not resolved within 30 days after service of the ADR notice, or either party fails to participate or to continue to participate in the mediation before the expiration of the said period of 30 days, or the mediation terminates before the expiration of the said period of 30 days, the Dispute shall be finally resolved by the courts of England and Wales in accordance with condition 22 (Governing Law and Jurisdiction).

(6) The Customer acknowledges and agrees that the time limits set out in this Condition 18 are reasonable and reflective of the urgent nature of the type of Consignments that the Carrier undertakes for the Customer and are necessary in order to preserve the appropriate evidence in respect of any such claims (including the ability to interview and obtain witness statements from drivers and other third parties).

 

19. Lien

 

(1) The Carrier shall have a general lien against the Customer, where the Customer is the owner of the Consignment, for any monies whatever due from the Customer to the Carrier. If such a lien is not satisfied within a reasonable time, the Carrier may, at its absolute discretion sell the Consignment, or part thereof, as agent for the Customer and apply the proceeds towards the monies due and the expenses of the retention, insurance and sale of the Consignment and shall, upon accounting to the Customer for any balance remaining, be discharged from all liability whatever in respect of the Consignment.

(2) Where the Customer is not the owner of the Consignment, the Carrier shall have a particular lien against the said owner, allowing the Carrier to retain possession, but not to dispose of, the Consignment against monies due from the Customer in respect of the Consignment.

(3) The Carrier may exercise its lien on its own behalf or as agent for any assignee of its invoices at any time and at any place in its sole discretion, whether or not the contractual carriage has been completed and these Conditions shall continue to apply during the period of exercise of such lien.

(4) If the Consignment is not solely the property of the Customer, the Customer warrants that it has the authority of all those having a proprietary or possessory interest in the Consignment to grant to the Carrier liens as set out in Condition 19(1) above, and the Customer shall indemnify the Carrier for all claims and demands the Carrier may receive asserting that the Customer did not have that authority.

 

20. Unreasonable Detention

 

The Customer shall be liable to pay Demurrage for unreasonable detention of any vehicle, trailer, container or other equipment but the rights of the Carrier against any other person in respect thereof shall remain unaffected.

 

21. Confidentiality

 

(1) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by these Conditions.

(2) Each party may disclose the other party’s confidential information:

(a) to its employees, officers, representatives, sub-contractors or advisers who need to know such information for the purposes of carrying out the party’s legal obligations; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

 

22. Governing Law and Jurisdiction

 

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

 

23. General

 

(1) Nothing in these Conditions (nor anything else), shall confer on any third party any benefit, nor the right to enforce any of these Conditions which that person would not have had but for the Contracts (Rights of Third Parties) Act 1999.

(2) These conditions, and the documents and information on the websites referred to, constitute the entire agreement between the Carrier and the Customer. The Customer acknowledges that in agreeing to these conditions it has not relied on any representation or undertaking, whether oral or in writing, save as expressly incorporated therein.

(3) If any provision of these conditions shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the provisions of these Conditions which shall remain in full force and effect.

(4) If any provision or part-provision of these Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part- provision shall be deemed deleted. Any modification to or deletion of a provision or part- provision under this clause shall not affect the validity and enforceability of the rest of these Conditions.

(5) The Carrier and the Customer agree that they and/or anyone they employ and/or for who they are responsible will comply with any applicable anti-bribery or anti-money laundering laws and/or regulations in connection with these Conditions or related services.

(6) The Carrier shall not be liable to the other for any delay or non-performance of the Services to the extent that such non-performance is due to a Force Majeure Event (including but not limited to any genuine circumstances outside of the reasonable control of either of the parties which were not reasonably foreseeable at the date of execution hereof which include war, insurrection, earthquake, riot, fire and flood, but excluding any change to guidelines, industry codes or regulations or industrial dispute).

All charges are at the discretion of your local office

 

Period of Validity

To be reviewed annually

 

Payment terms Payment terms are 30 days End of Month

 

Invoicing and Billing

Invoices will be raised and sent weekly for the previous weeks work – unless otherwise requested.

 

Insurance

Goods are insured up to and including the value of £1300.00 per tonne -Standard RHA T&Cs apply.

 

Proof of Delivery 

PODs are available on request.

 

Claims

All claims will be processed in accordance with the Speedy Freight claims procedure which is available from your local office.

 

Waiting Time

 

Vehicle Type	Charge	Rules
Small Van	£15 P/H	Applies after 30 mins
Short Wheel Base	£15 P/H	Applies after 30 mins
Long Wheel Base	£15 P/H	Applies after 30 mins
Extra Long Wheel Base	£15 P/H	Applies after 30 mins
Luton	£20 P/H	Applies after 30 mins
7.5 Tonne	£25 P/H	Applies after 30 mins
18/26 Tonne	£35 P/H	Applies after 45 mins
Artic	£40 P/H	Applies after 90 mins

 

 

Cancellation Charges

Standard Cancellation Scale (dependent on notice) – Time cancelled prior to collection.

 

Vehicle Type (Small Van to Luton)
Notice Period	Cancellation Charge
0:00 (driver on site)	100%
0:01 – 0:30 mins	£25 Admin Fee
0:31 mins+	0%

 

Vehicle Type (7.5 Tonne to Artic)
Notice Period	Cancellation Charge
0:00 – 3:00 hours	100%
3:01 – 6:00 hours	75%
6:01 – 9:00 hours	50%
9:01 – 12:00 hours	25%
12:01 hours+	0%

 

 

Rebooks, Returns & Refusals

Any rebooks, returns or redeliveries will be rated in accordance with the Speedy Freight costing model.

 

Additional Drops

 

Vehicle Type	Additional Drop Charge (outside London)	Additional Drop Charge (inside London)
Small Van – 4M	£10	£25
Luton – 7.5T	£25	£35
18T/26T	£35	£45
Artic	£40	£50

 

If multidrop routes you will be charged to the furthest drop.  Drops must be within 5 miles off route otherwise additional diversionary mileage charges will apply.

 

Additional Charges

Congestion:   Charged at Actual

ULEZ:            Charged at Actual

 

Hand-balling charges

Small Van to Extra Long Wheel Base:                          £15 per hour

Luton:                                                                            £20 per hour

7.5T:                                                                              £35 per hour

18T to Artic:                                                                   £45 per hour

BRITISH INTERNATIONAL FREIGHT ASSOCIATION (BIFA) STANDARD TRADING CONDITIONS

These conditions are the intellectual property of the British International Freight Association (BIFA)

and are solely for the use by current BIFA members.

THE CUSTOMER’S ATTENTION IS DRAWN TO SPECIFIC CLAUSES HEREOF WHICH EXCLUDE OR LIMIT THE COMPANY’S LIABILITY AND THOSE WHICH REQUIRE THE CUSTOMER TO INDEMNIFY THE COMPANY IN CERTAIN CIRCUMSTANCES AND THOSE WHICH LIMIT TIME AND THOSE WHICH DEAL WITH CONDITIONS OF ISSUING EFFECTIVE GOODS INSURANCE BEING CLAUSES 7, 8, 10, 11(A) and 11(B) 12-14 INCLUSIVE, 18-20 INCLUSIVE, AND 24-27 INCLUSIVE. THE CUSTOMER’S ATTENTION IS ALSO DRAWN TO CLAUSE 28 WHICH PERMITS ARBITRATION IN CERTAIN CIRCUMSTANCES.

All headings are indicative and do not form part of these conditions

 

DEFINITIONS AND APPLICATION

 

1.     In these conditions the following words shall have the following meanings:-

“Company”– the BIFA member trading under these conditions

“Consignee”– the Person to whom the goods are consigned

“Customer”– Company  undertakes any business or provides advice, information or services

“Direct Representative”– the Company acting in the name of and on behalf of the Customer and/or Owner with H.M. Revenue and Customs (“HMRC”) as defined by the Taxation (Cross Border Trade) Act 2018, Clause 21.1(a), or as amended

“Goods”– the cargo to which any business under these conditions relates

“Person”– natural person(s) or any body or bodies corporate

“LMAA”–  the London Maritime Arbitrators Association

“SDR”– are Special Drawing Rights as defined by the International Monetary Fund

“Transport Unit”– packing case, pallets, container, trailer, tanker, or any other device used whatsoever for and in connection with the carriage of Goods by land, sea or air

“Owner”– the Owner of the Goods or Transport Unit and any other Person who is or may become interested

2.

(A) Subject to sub-paragraph (B) below, all and any activities of the Company in the  course  of business, whether gratuitous or not, are undertaken subject to these conditions.

(B) If any legislation, to include regulations and directives, 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 rights 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 to any extent, such part shall as regards such business be overridden to that extent and no further.

3 .  The Customer warrants that he is either the Owner, or the authorised agent of the Owner and, also, that he is accepting these conditions not only for himself, but also as agent for and on behalf of the Owner.

 

THE COMPANY

4.

(A) Subject to clauses 11 and 12 below, the Company shall be entitled to procure any or all of the services as an agent, or, to provide those services as a principal.

(B) The Company reserves to itself full liberty as to the means, route and procedure to be followed in  the performance of any service provided in the course of business undertaken subject to these conditions.

5. When the Company contracts as a principal for any services, it shall have full liberty to perform     such services itself, or, to subcontract on any terms whatsoever, the whole or any part of such services.

6.

A) When the Company acts as an agent on behalf of  the Customer, the Company shall be  entitled, and the Customer hereby expressly authorises the Company, to enter into all and any contracts on behalf of the Customer as may be necessary or desirable to fulfil the Customer’s instructions, and whether such contracts are subject to the trading conditions of the parties with whom such contracts are made, or otherwise.

(B) The Company shall, within 14 days’ notice given by the Customer, provide evidence of any contract entered into as agent for the Customer. Insofar as the Company may be in default of the obligation to provide such evidence, it shall be deemed to have contracted with the Customer as a principal for the performance of the Customer’s instructions.

7.  In all and any dealings with HMRC, for and on behalf of the UK established Customer and/or Owner, the Company is deemed to be appointed and duly empowered to act as a Direct Customs Agent only, to make Customs declarations in the name of the Customer (Principal) as their “Direct Agent”.

8.

(A) Subject to sub-clause (B) below,

the Company:

(i) has a general lien on all Goods and documents relating to Goods in its possession, custody or control for all sums due at any time to the Company from the Customer and/or Owner on any account whatsoever, whether relating to Goods belonging to, or services provided by or on behalf of the Company to the Customer or Owner. Storage charges shall continue to accrue on any Goods detained under lien;

(ii) shall be entitled, on at least 21 days’ notice in writing to the Customer, to sell or dispose of or deal with such Goods or documents as agent for, and at the expense of, the Customer and apply the proceeds in or towards the payment of such sums;

(iii) shall, upon accounting to the Customer for any balance remaining after payment of any sum due to the Company, and for the cost of sale and/or disposal and/or dealing, be discharged of any liability whatsoever in respect of the Goods or documents.

(B) When the Goods are liable to perish or deteriorate, the Company’s right to sell or dispose of or deal with the Goods shall arise immediately upon any sum becoming due to the Company, subject only to the Company taking reasonable steps to bring to the Customer’s attention its intention to sell or dispose of the Goods before doing so.

9.   The Company shall be entitled to retain and be paid all brokerages, commissions, allowances and other remunerations customarily retained by, or paid to, freight forwarders.

10.

(A) Should the Customer, Consignee or Owner of the Goods fail to take delivery at the appointed time and place when and where the company is entitled to deliver, the Company shall be entitled to store the Goods, or any part thereof, at the sole risk of the Customer or Consignee or Owner, whereupon the Company’s liability in respect of the Goods, or that part thereof, stored as aforesaid, shall wholly cease. The Company’s liability, if any, in relation to such storage, shall be governed by these conditions. All costs incurred by the Company as a result of the failure to take delivery shall be deemed as freight earned, and such costs shall, upon demand, be paid by the Customer.

(B) The Company shall be entitled at the expense of the Customer to dispose of or deal with (by sale or otherwise as may be reasonable in all the circumstances):-

(i)  after at least 21 days’ notice in writing to the Customer, or (where the Customer cannot be traced and reasonable efforts have been made to contact any parties who may reasonably be supposed by the Company to have any interest in the Goods) without notice, any Goods which have been held by the Company for 60 days and which cannot be delivered as instructed; and

(ii) without prior notice, any Goods which have perished, deteriorated, or altered, or are in immediate prospect of doing so in a manner which has caused or may reasonably be expected to cause loss or damage to the Company, or third parties, or to contravene any applicable laws or regulations.

11.

(A) No insurance will be effected except pursuant to and in accordance with clearly stated instructions given in writing by the Customer and accepted in writing by the Company, and all insurances effected by the Company are subject to the usual exceptions and conditions of the policies of the insurers or underwriters taking the risk. Unless otherwise agreed in writing, the Company shall not be under any obligation to effect a separate insurance on the Goods, but may declare it on any open or general policy held by the Company.

(B) Insofar as the Company agrees to effect insurance, the Company acts solely as agent for the Customer, and the limits of liability under clause 26(A) of these conditions shall not apply to the Company’s obligations under clause 11.

12.

(A) Except under special arrangements previously made in writing by an officer of the Company so authorised, or made pursuant to or under the terms of a printed document signed by the Company, any instructions relating to the delivery or release of the Goods in specified circumstances (such as, but not limited to, against payment or against surrender of a particular document) are accepted by the Company, where the Company has to engage third parties to effect compliance with the instructions, only as agents for the Customer.

(B) Despite the acceptance by the Company of instructions from the Customer to collect freight, duties, charges, dues, or other expenses from the Consignee, or any other Person, on receipt of evidence of proper demand by the Company, and, in the absence of evidence of payment (for whatever reason) by such Consignee, or other Person, the Customer shall remain responsible for such freight, duties, charges, dues, or other expenses.

(C) The Company shall not be under any liability in respect of such arrangements as are referred to under sub-clause (A) and (B) hereof save where such arrangements are made in writing, and in any event, the Company’s liability in respect of the performance of, or arranging the performance of, such instructions shall not exceed the limits set out in clause 26(A) (ii) of these conditions.

13.  Advice and information, in whatever form it may be given, is provided by the Company for the Customer only. The Customer shall indemnify the Company against all loss and damage suffered as a consequence of passing such advice or information on to any third party.

14. Without prior agreement in writing by an officer of the Company so authorised, the Company will not accept or deal with Goods that require special handling regarding carriage, handling, or security whether owing to their thief attractive nature or otherwise including, but not limited to bullion, currency, securities, precious stones, jewellery, valuables, antiques, pictures, human remains, living creatures, plants. Should any Customer nevertheless deliver any such goods to the Company, or cause the Company to handle or deal with any such goods, otherwise than under such prior agreement, the Company shall have no liability whatsoever for or in connection with the goods, howsoever arising.

15.  Except pursuant to instructions previously received in writing and accepted in writing by the Company, the Company will not accept or deal with Goods of a dangerous or damaging nature, nor with Goods likely to harbour or encourage vermin or other pests, nor with Goods liable to taint or affect other Goods. If such Goods are accepted pursuant to a special arrangement, but, thereafter, and in the opinion of the Company, constitute a risk to other goods, property, life or health, the Company shall, where reasonably practicable, contact the Customer in order to require him to remove or otherwise deal with the goods, but reserves the right, in any event, to do so at the expense of the Customer.

16.  Where there is a choice of rates according to the extent or degree of the liability assumed by the Company and/or third parties, no declaration of value will be made and/or treated as having been made except under special arrangements previously made in writing by an officer of the Company so authorised as referred to in clause 26(D).

 

THE CUSTOMER

17.   The Customer warrants:

(A) (i) that the following (furnished by on or behalf of the Customer) are full and accurate: the description and particulars of any Goods; any information furnished (including but not limited to, the nature, gross weight, gross mass (including the verified actual gross mass of any container packed with packages and cargo items), and measurements of any Goods); and the description and particulars of any services required by or on behalf of the Customer are full and accurate, and

(ii) that any Transport Unit and/or equipment supplied by the Customer in relation to the performance of any requested service is fit for purpose;

(B)  that all Goods have been properly and sufficiently prepared, packed, stowed, labelled and/or marked, and that the preparation, packing, stowage, labelling and marking are appropriate to any operations or transactions affecting the Goods and the characteristics of the Goods.

(C)  that where the Company receives the Goods from the Customer already stowed in or on a Transport Unit, the Transport Unit is in good condition, and is suitable for the carriage to the intended destination of the Goods loaded therein, or thereon;

(D)  that where the Company provides the Transport Unit, on loading by the Customer, the Transport Unit is in good condition, and is suitable for the carriage to the intended destination of the Goods loaded therein, or thereon.

18.   Without prejudice to any rights under clause 15, where the Customer delivers to the Company, or causes the Company to deal with or handle Goods of a dangerous or damaging nature, or Goods likely to harbour or encourage vermin or other pests, or Goods liable to taint or affect other goods, whether declared to the Company or not, he shall be liable for all loss or damage arising in connection with such Goods, and shall indemnify the Company against all penalties, claims, damages, costs and expenses whatsoever arising in connection therewith, and the Goods may be dealt with in such manner as the Company, or any other person in whose custody they may be at any relevant time, shall think fit.

19.   The Customer undertakes that no claim shall be made against any director, servant, or employee of the Company which imposes, or attempts to impose, upon them any liability in connection with any services which are the subject of these conditions, and, if any such claim should nevertheless be made, to indemnify the Company against all consequences thereof.

20.   The Customer shall save harmless and keep the Company indemnified from and against

(A)  all liability, loss, damage, costs and expenses whatsoever (including, without prejudice to the generality of the foregoing, all duties, taxes, imposts, levies, deposits and outlays of whatsoever nature levied by any authority in relation to the Goods) arising out of the Company acting in accordance with the Customer’s instructions, or arising from any breach by the Customer of any warranty contained in these conditions, or from the negligence of the Customer;

(B)  without derogation from sub-clause (A) above, any liability assumed, or incurred by the Company when, by reason of carrying out the Customer’s instructions, the Company has become liable to any other party;

(C)  all claims, costs and demands whatsoever and by whomsoever made or preferred, in excess of the liability of the Company under the terms of these conditions, regardless of whether such claims, costs, and/or demands arise from, or in connection with, the breach of contract, negligence or breach of duty of the Company, its servants, sub-contractors or agents;

(D)  any claims of a general average nature which may be made on the Company.

 

21.

(A)  The punctual receipt in full of sums falling due from the Customer to the Company is critical to the operation of the Company’s business and its performance of its obligations to the Customer. Accordingly the Customer shall pay to the Company in cash, or as otherwise agreed, all sums when due, immediately and without reduction or deferment on account of any claim, counterclaim or set-off. Time is of the essence of payment of all and any sums payable by the Customer to the Company.

(B)  In the event of any failure by the Customer to make full and punctual payment of any sum payable to the Company (in accordance with clause 21(A) above):

(i) Any and all other sums properly earned by and/or otherwise due to the Company (but which, but for this clause 21(B), would otherwise not yet be payable by the Customer, whether by virtue of an agreed credit period or otherwise) shall become immediately payable in full; and

(ii) Any sum thereby becoming immediately payable shall be paid to the Company in cash, or as otherwise agreed, and without reduction or deferment on account of any claim, counterclaim or set-off.

(C)  No omission to seek compensation for breach of 21(A) and (B) above by the Company shall constitute a waiver or release to the Customer from any liability under 21(A) and (B) above during the application of these terms unless agreed in writing by authorised officers of the Company and Customer.

(D)  The Late Payment of Commercial Debts (Interest) Act 1998, as amended, shall apply to all sums due from the Customer.

 

22.   Where liability arises in respect of claims of a general average nature in connection with the Goods, the Customer shall promptly provide security to the Company, or to any other party designated by the Company, in a form acceptable to the Customer.

 

 

LIABILITY AND LIMITATION

 

23.   The Company shall perform its duties with a reasonable degree of care, diligence, skill and judgment.

24.    The Company shall be relieved of liability for any loss or damage if, and to the extent that, such loss or damage is caused by:-

(A)  strike, lock-out, stoppage or restraint of labour, the consequences of which the Company is unable to avoid by the exercise of reasonable diligence; or

(B) any cause or event which the Company is unable to avoid, and the consequences of which the company is unable to prevent by the exercise of reasonable diligence.

25.   Except under special arrangements previously made in writing by an officer of the Company so authorised, the Company accepts no responsibility with regard to any failure to adhere to agreed departure or arrival dates of Goods.

26.

(A) Subject to clause 2(B) and 11(B) above and sub-clause (D) below, the Company’s liability howsoever arising and, notwithstanding that the cause of loss or damage be unexplained, shall not exceed:

(i) in the case of claims for loss or damage to Goods:

(a)  the value of any loss or damage; or

(b) a sum at the rate of 2 SDR per kilo of the gross weight of any Goods lost or damaged

whichever shall be the lesser

(ii) subject to (iii) below, in the case of all other claims:

(a) the value of the subject Goods of the relevant transaction between the Company and its Customer; or

(b) where the weight can be defined, a sum calculated at the rate of 2 SDR per kilo of the gross weight of the subject Goods of the said transaction; or

(c) 75,000 SDR in respect of any one transaction,

whichever shall be the lesser

(iii) in the case of an error and/or omission, or a series of errors and/or omissions which are repetitions of or represent the continuation of an original error and/or omission:

(a)  the loss incurred; or

(b) 75,000 SDR in the aggregate of any one trading year commencing from the time of the making of the original error and/or omission,

whichever shall be the lesser.

For the purposes of clause 26(A), the value of the Goods shall be their value when they were, or should have been, shipped. The value of SDR shall be calculated as at the date when the claim is received by the Company in writing.

(B)  Subject to clause 2(B) above and sub-clause (D) below, the Company’s liability for loss or damage as a result of failure to deliver, or arrange delivery of goods, in a reasonable time, or (where there is a special arrangement under Clause 25) to adhere to agreed departure or arrival dates, shall not in any circumstances whatever exceed a sum equal to twice the amount of the Company’s charges in respect of the relevant contract.

(C)   Save in respect of such loss or damage as is referred to at sub-clause (B), and subject to clause 2(B) above and sub-clause (D) below, the Company shall not in any circumstances whatsoever be liable for indirect or consequential loss such as (but not limited to) loss of profit, loss of market, or the consequences of delay or deviation, however caused.

(D)  On clearly stated instructions in writing declaring the commodity and its value, received from the Customer and accepted by the Company, the Company may accept liability in excess of the limits set out in sub-clauses (A) to (C) above upon the Customer agreeing to pay the Company’s additional charges for accepting such increased liability. Details of the Company’s additional charges will be provided upon request.

 

27.

(A) Any claim by the Customer against the Company arising in respect of any service provided for the Customer, or which the Company has undertaken to provide, shall be made in writing and notified to the Company within 14 days of the date upon which the Customer became, or ought reasonably to have become, aware of any event or occurrence alleged to give rise to such claim, and any claim not made and notified as aforesaid shall be deemed to be waived and absolutely barred, except where the Customer can show that it was impossible for him to comply with this time limit, and that he has made the claim as soon as it was reasonably possible for him to do so.

(B) Notwithstanding the provisions of sub-paragraph (A) above, the Company shall in any event be discharged of all liability whatsoever and howsoever arising in respect of any service provided for the Customer, or which the Company has undertaken to provide, unless suit be brought and written notice thereof given to the Company within nine months from the date of the event or occurrence alleged to give rise to a cause of action against the Company.

 

 

JURISDICTION AND LAW

 

28.

(A) These conditions and any act or contract to which they apply shall be governed by English law.

(B) Any dispute arising out of any act or contract to which these Conditions apply shall, save as provided in (C) below, be subject to the exclusive jurisdiction of the English courts.

(C) Notwithstanding (B) above, the Company is entitled to require any dispute to be determined by arbitration.

(D) The Company may exercise its rights under (C) above either by itself commencing arbitration in respect of a dispute or by giving written notice to the Customer requiring a dispute to be determined by arbitration.

(E)  In the event that the Company exercises its rights under (C) above, the corresponding arbitration shall be conducted as follows:

(i) Where the amount claimed by the claimant is less than £400,000, excluding interest, (or such other sum as the Company and Customer may agree, and subject to (iii) below), the reference shall be to a tribunal of three arbitrators and the arbitration shall be conducted in accordance with the LMAA Intermediate Claims Procedure applicable at the date of the commencement of the arbitration proceedings;

(ii) Where the amount claimed by the claimant is less than £100,000, excluding interest, (or such other sum as the Company and Customer may agree, and subject to (iii) below), the reference shall be to a sole arbitrator and the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure applicable at the date of the commencement of the arbitration proceedings;

(iii) In any case where neither of the LMAA Procedures referred to in (i) and/or (ii) above applies, the reference shall be to three arbitrators in accordance with the LMAA Terms applicable at the date of the commencement of the arbitration proceedings.

These conditions are copyright and reserved for use by current UKWA members. Membership No: 51160

The Company provides all items and services on the following Conditions which can be varied only in writing by an Officer of the Company.

The Company is a member of UKWA and is not a common carrier.

If a Customer’s acceptance document, purchase order or other communication, received by the Company before or after notification of these Conditions, contains terms at variance with these Conditions, then every such term shall be of no effect.

 

IMPORTANT NOTE

CONDITION 3 LIMITS THE COMPANY’S LIABILITY. PLEASE READ IT CAREFULLY.
The Customer must insure the Goods. The Company does not insure Goods or underwrite their value; the rates charged reflect this. The limitation of liability in Condition 3 minimises the amount that the Company would otherwise need to charge to recover its insurance costs (or an amount in lieu to reflect risk).

 

 

THE COMPANY’S OBLIGATIONS

 

1.1. The Company will provide its services with reasonable skill and care. In the absence of written instruction to the Company given a reasonable time in advance with sufficient warning and detail, no particular precautions nor any special treatment need be taken or provided for the Goods by the Company or its subcontractors, nor shall time be of the essence for performance by the Company.

1.2. In the case of bulk Goods, unless the parties have agreed otherwise the Company may deal with and/or mix apparently similar goods consigned by or for the Customer without distinguishing between consignments.

1.3. In the case of carriage the Company’s responsibility for the Goods starts when loading on the vehicle is complete and ends when the Goods are tendered for unloading. In the case of storage and / or processing it starts when they are accepted into store and ends when they are tendered by the Company or its subcontractors for collection, or the Company becomes aware of the grounds for their removal under Condition 2.2 or on the expiry of notice under Condition 7.1 or 7.2. Where the Company provides storage and carriage it shall also be responsible for the Goods while they are transferred from its vehicle into its store and vice versa. In the case of forwarding, the Company’s responsibility is only to engage or propose apparently competent contractors and to give them adequate instructions (on the basis of matters known to the Company) in relation to the Goods; and in this case, or where the contract is for advice, it is not responsible for the Goods themselves.

1.4. The Company’s duty is to the Customer only and not to any third party. Any advice given is for the Customer only and cannot be relied on by any other party.

1.5. Unless it states otherwise in writing, where the Company provides forwarding services it operates as the Customer’s agent in dealing, or engaging others to deal, with the Goods.

1.6. For the purposes of the Fulfilment House Due Diligence Scheme and other matters relating to tax, excise, customs or duties, the Company acts as the direct representative of the Customer unless otherwise agreed in writing.

 

 

CUSTOMER’S UNDERTAKINGS

2.1. It is a condition of the contract, and the Customer represents, warrants, and undertakes, that:-

2.1.1 It is either the owner of the Goods, or is authorised by the owner to accept these Conditions on the owner’s behalf.

2.1.2 The Goods shall be presented to the Company (and/or anyone else dealing with them) securely and properly packed in compliance with any applicable statutory regulations, recognised standards and good practice; and that they and any Goods Transport Unit are and will remain in a condition to be safely handled, stored and/or carried and so as not to cause injury, damage, contamination or deterioration (or the possibility of them) to any person, premises, property, the environment, drains or watercourses, equipment or to any other items in any way. Where the Company is performing an operation or process on the Goods, they will be delivered to the Company in a condition where that operation or process can be done without further work (other than unpacking) by the Company.

2.1.3 Before the Company assumes any responsibility for or by reference to the Goods, the Customer will inform the Company in writing of any relevant matters; including any special precautions necessitated by the nature, size or shape, weight, condition or potential for deterioration of the Goods and any statutory or other requirements relevant to the Goods with which the Company or others may need to comply; and will promptly after invoicing pay the Company’s reasonable extra charges for complying.

2.1.4 It will promptly after invoicing indemnify the Company against all duties, taxes, and expenses that the Company has paid or may be required to pay in respect of the Goods; including where the liability to pay them is triggered by the fault, act or omission of the Company or its employees or sub-contractors.

2.1.5 Except to the extent previously notified in detail to, and accepted by, the Company in writing none of the Goods: are or may become hazardous or contaminated; may cause pollution of the environment or harm to human health if they escape from their packaging; require any official consent or licence (or would be illegal for the Company) to handle, possess, deal with or carry; or will at any time whilst in the care or control of the Company constitute Waste.

2.1.6 The Customer will provide a risk assessment and/or method statement appropriate for handling the Goods. Where the Company is carrying the Goods, then unless otherwise previously agreed in writing the Customer will provide suitable facilities, equipment, and methods for, and will procure, safe and prompt loading and unloading of the Goods at, any location not occupied by the Company in which they are being handled.

2.1.7 It will comply with any reasonable requirements of the Company relating to handling, packing, carriage, storage or forwarding of Goods (and ancillary matters) which are notified in writing from time to time.

2.1.8 Information given by or on its behalf shall be correct and complete. The Customer will provide promptly when, and in a format, reasonably requested by or on behalf of the Company, any documentation, instructions, or information which is relevant to the Goods, to any interest in them, to any services to be provided for the Customer, or to any actual or anticipated obligation of the Company related to either the Goods or the Customer.

2.1.9 Unless otherwise agreed the Customer will be responsible for instructing the Company on the order of stock removals.

2.2 The Customer will indemnify the Company against any expense, loss or damage it suffers as a result of the Customer’s instructions (or failure to give instructions or information), or which is related to any breach of the Customer’s obligations or the Customer’s insolvency, or complying with the instructions of a competent authority in respect of the Goods, and will pay all costs and expenses (including professional fees) incurred in, and the Company’s reasonable charges for, dealing with such matters and their consequences. The Customer will pay an extra charge equal to the amount of any fine or penalty payable by the Company wholly or partly as a consequence of compliance with the instructions, or of acts or omissions of the Customer. If the Company suspects a breach of Condition 2, it may refuse to accept the Goods, demand their immediate removal, or itself arrange their removal without notice, at the Customer’s expense.

 

 

INSURANCE AND THE COMPANY’S LIABILITY

3.1 Unless expressly agreed, the Company does not insure the Goods and the Customer shall self-insure or make arrangements to cover the Goods against all insurable risks to their full insurable value (including all duties and taxes). The insurance referred to in Condition 3.5 is insurance against the Company’s potential liability for breach of its obligations and not to cover the Goods themselves against loss, damage, etc .

3.2 Subject to Condition 3.3, the Company shall have no liability for Loss however arising.

3.3 If and to the extent that Loss is directly caused by negligence or wilful act or default of, or breach of duty owed to the Customer by, the Company, its employees (acting in furtherance of their duties as employees) or sub-contractors or agents (acting in furtherance of their duties as sub-contractors or agents) and subject to Conditions 3.4, 3.7 and 3.8, the Company will accept liability for Loss assessed on normal legal principles but not exceeding the Limit fixed by Condition 3.5. Any quantification of amount or value includes duties and taxes.

3.4 In no case shall the Company be liable for any lost profit, income, or savings, wasted expenditure, liquidated damages, or indirect or consequential loss suffered by anyone.

3.5 In no case shall any liability of the Company (including inter alia any liability in respect of duties and taxes) exceed the Limit, fixed as follows:-

3.5.1 Where potential Loss relates to Goods, the Customer may specify the Limit as an amount (in Sterling, US Dollars or Euros) per tonne weight of the Goods by notice in writing stating the Limit and the nature and maximum value of the Goods, including duty and taxes. The Limit so nominated by the Customer shall apply in respect of any cause of action arising after the Date and in the period in which the nomination remains in effect. It is a condition of the contract that the Customer pays within 7 days of receipt the Company’s invoices for its costs in insuring against its potential liability up to the Limit, and/or to the extent that the Company elects to carry the risk itself, its extra charge equivalent to the estimated or likely cost of such insurance.

3.5.2. If the Company having made reasonable efforts is unable to obtain insurance on reasonable terms to cover its liability up to the Limit nominated by the Customer, or if the Customer has not yet paid any invoice issued under Condition 3.5.1, the Company may give 3 working days written notice, and the Limit for causes of action arising after the giving of the Customer’s notice under 3.5.1 shall be £100 sterling per tonne weight of the Goods.

3.5.3 Unless and until a higher Limit has been fixed under Condition 3.5.1 and continues in effect, the Limit shall be £100 sterling per tonne.

3.5.4 Where Loss does not relate directly to Goods (for example alleged negligent advice or data irregularities) the Limit applicable shall be £1000 per incident or series of connected incidents.

3.6 Without prejudice to the Company’s rights under Condition 6 to be paid free from deduction or set-off, any limitation of liability on the part of the Company shall be applied to any claim by
the Customer before any set off or counterclaim is asserted against money payable to the Company.

3.7.1 The Company shall not be liable for any claim unless:
it has received written notice of it within 10 days of the event giving rise to the claim coming to the knowledge of the Customer or consignee; and
it has received, within 21 days of the event giving rise to the claim coming to the knowledge of the Customer or consignee, sufficient detail in writing to enable investigation. In the case of failure to deliver, time shall run from the second working day after the expected date of delivery.

3.7.2 No legal proceedings (including any counterclaim) may be brought against the Company unless they are issued and served within 9 months of the event giving rise to the claim.

3.8 The Company shall not be liable for any Loss to the extent that it is caused or contributed to by a breach of any of the Customer’s obligations, or by a person for whom the Company is not responsible, or by any of the circumstances by virtue of which the Company is relieved of its obligations under Condition 8.

 

 

EMPLOYEES, SUB-CONTRACTORS AND OTHERS

4.1 The Company shall be entitled to sub-contract on reasonable or industry standard terms all or any part of its obligations and in this event these Conditions shall continue to apply as between the Company and the Customer. However, except where urgent the Company will obtain the Customer’s consent (not to be unreasonably withheld or delayed) before storage is subcontracted and will on request notify the Customer of the location of the Goods.

4.2 No Interested Party will make a claim or issue proceedings in respect of Loss against any Additional Party.

4.3 Without prejudice to Condition 4.2, if an Additional Party pays or is liable to make a payment to an Interested Party in connection with a claim for Loss, the Interested Party will fully indemnify the Company against any claim (including all costs and expenses) by the Additional Party against the Company for reimbursement of, contribution to or indemnity against that payment to the extent that the claim added to any direct liability of the Company, and payments made by it, to all Interested Parties exceeds the Limit applicable to the Loss giving rise to the claim.

 

 

CHANGE OF CUSTOMER

5. If the Customer wishes to transfer the Goods or any part to the account of another person it shall give prior written notice to the Company. The notice shall not be effective unless before the effective date of the transfer the proposed transferee notifies the Company in writing that it wishes to become a customer, is to be bound by these Conditions and by any notice given under Condition 3, endorses any information provided by the Customer and will pay the Company’s charges for the period after the effective date. The Customer will pay the charges for the period until the later of the effective date, or acceptance by the Company of the notice and of the proposed transferee as a customer. In any event the Customer will remain jointly liable for charges and indemnities relating to Goods consigned by it to the Company. The Goods remain subject to any lien which applies at the time of transfer.

 

 

CHARGES, PAYMENTS AND LIEN

 

6. The Company’s charges are subject to VAT and may be increased by prior notice to the Customer. The notice shall be at least 7 days for increases reflecting any rise in fuel costs and at least 21 days If the Customer does not agree to the increase it shall notify the Company in writing and will remove the Goods within 21 days after receipt of the Company’s notice. If the Goods are not so removed then the increased charges will apply from expiry of the Company’s notice. The Company has the right to charge for storage of the Goods for so long as it has custody of or is responsible for them.

6.1 The Customer will pay demurrage at the Company’s standard rate (or a reasonable rate set by the Company if there is no standard rate) if the vehicle used by or on behalf of the Company to deliver the Goods is delayed for more than 60 minutes beyond the time reasonably needed for loading or unloading; and demurrage and storage charges if delivery is

6.2 The Company’s charges shall be paid without deduction or set-off at such periodic intervals as may have been agreed between the parties and in any event on the earliest of (a) the expiry of any agreed period of credit (b) when any amount payable to the Company by the Customer becomes overdue and (c) the time immediately before any of the Goods cease to be in the Company’s care or control. The Company shall be entitled to payment for carriage at the time the Goods are loaded onto the vehicle. Absence of a delivery note shall not justify a refusal by the Customer to pay.

6.3 Without prejudice to any other right, the Company shall be entitled to charge interest and legal costs on any overdue sum from the due date until payment of the overdue sum, whether before or after judgement. Interest under this clause will accrue each day at the rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998 as amended from time to time.

6.4 If the Customer becomes insolvent or any sums owed by the Customer on any invoice or account with the Company become overdue for payment, any credit terms shall be cancelled with immediate effect and all invoices or accounts issued by the Company shall immediately be deemed due for payment and thereupon become payable.

6.5 The Company shall (on its own behalf and as agent for any assignee of its invoices) have a general and particular lien on the Goods (and any associated documentation or records) as security for payment of all sums (whether due or not) claimed by the Company from, or actually or prospectively payable to the Company by, the Customer or another Interested Party on any account (relating to the Goods or not), or otherwise claimed in respect of the Goods or other property of an Interested Party. Where a lien secures sums payable to or claimed by the Company, it shall continue to apply to Goods to cover those sums notwithstanding any transfer of ownership of Goods, or change of customer. Storage shall be charged for any goods detained under lien or where the Company is required by any competent authority to retain them.

 

 

REMOVAL AND DISPOSAL OF GOODS

7.1 The Goods shall be removed by the Customer at the time agreed between the parties. However the Company may at any time by notice in writing to the Customer require the removal of the Goods within 14 days from the date of such notice or, in the case of perishable goods, 3 days; or immediately in case of urgency.

7.2 Where the Customer fails to comply with Condition 7.1, or any payment from the Customer is overdue, the Company may, without prejudice to its other rights and remedies against the Customer, suspend activity and/or notify the Customer in writing that the Goods may be or are being sold or otherwise disposed of. If the notice is solely because of a failure to pay the Company will allow 14 days for payment from the date of such notice before it effects sale or disposal. If the notice is for any other reason there is no minimum period of notice. On expiry of the period, if such payment has not been made (or if applicable the Goods have not been so removed) the Company may sell or otherwise dispose of the Goods or any part at the Customer’s entire risk and expense by such method and at such price (if any) as it considers appropriate. and The Company will account to the Customer for any proceeds of sale or disposal after deduction of all expenses and amounts claimed by the Company and any assignee of its invoices. The Company shall not be liable for any alleged failure to achieve a sufficient sale price for the Goods. The Company (and any person deriving title to Goods through it) shall be entitled to use under licence in connection with the disposal of Goods any
copyright material or trade marks, and pass on any manufacturer’s standard warranty, relating to them which would be available to an authorised retailer of the Goods.

7.3 Notice or action by the Company under this condition shall not in itself terminate the contract between the parties unless the Company expressly states so.

7.4 The time periods in this Condition may be extended by the Company in its discretion.

 

 

FORCE MAJEURE

8. The Company shall be relieved of its obligations to the extent that their performance is prevented or delayed by, or their non-performance results wholly or partly from, the act or omission of the Customer or anyone acting on its behalf or with its authority or an Interested Party or by storm, flood, fire, explosion, civil disturbance, governmental, regulatory or quasi-governmental action, breakdown or unavailability of premises, equipment or labour, or other cause beyond the reasonable control of the Company.

 

DATA AND CONFIDENTIALITY

9.1 Each party will observe its obligations under the General Data Protection Regulation and other applicable data protection legislation including the Data Protection Act 2018.

9.2 Unless otherwise agreed in writing the Company will be a data processor and the Customer will be the data controller of personal data relating to or supplied by the Customer or consignees of the Goods.

9.3 The Company will process personal data in accordance with the Customer’s instructions. The Company may use data supplied by or on behalf of the Customer for purposes appropriate to the performance of the Company’s obligations, the exercise of the Company’s rights or for business planning by the Company. The Company may share data with a Subcontractor for the provision of the Company’s services to the Customer, and with any government authority where appropriate.

9.4 Subject to the provisions of this clause and applicable legislation, the Company and the Customer shall each keep confidential information or data supplied by or on behalf of the other which is expressed to be confidential or which is of such a nature that it should clearly be regarded as confidential by a reasonable person.

 

 

TUPE AND SERVICE PROVISION CHANGE

10.1 Where there is an Inward TUPE Transfer, the Customer will indemnify the Company against all liability and expense which the Company may incur in connection with:

10.1.1 the employment or the termination of employment, before the Effective Time, of any Employee;

10.1.2 any failure by the Transferor to comply with its legal obligations in respect of any of the Employees;

10.1.3 the transfer to the Company, by virtue of TUPE or otherwise, of the employment of any person or the applicability of terms of employment, other than those previously notified to, and previously accepted by, the Company in writing;

10.1.4 any act or omission of the Transferor, on or before the Effective Time, for which the Company becomes liable by virtue of TUPE or otherwise; or

10.1.5 the Transferor’s failure to comply with its obligations under regulation 13 of TUPE.

10.2 Where there is an Outward TUPE Transfer, the Customer will indemnify the Company against all liability and expense which the Company may incur in connection with the Transferee’s failure to comply with its legal obligations, including without limitation those under regulation 13 of TUPE.

 

 

GENERAL

11.1 Each exclusion or limitation of liability in these Conditions exists separately and cumulatively.

11.2 Signature on behalf of a Customer or its consignee on a delivery note is evidence that the Goods have been received in apparently good order save as noted

11.3 The Company may open packaging or Goods Transport Units to inspect them or Goods they contain

11.4 Any notice shall be duly given if left at or sent by first class prepaid post to the last known address of the other party or by facsimile to the last notified number evidenced by a successful transmission record, or by email to the last address notified for the purpose of service. It shall be deemed to have been received: if posted 2 working days after posting (4 working days if sent abroad), and if sent by facsimile or email, one working day after sending subject to confirmation of successful transmission (fax) or delivery (email).

11.5 “Writing” includes email.

11.6 Delay or failure by either party to enforce its rights shall not be a waiver of them.

 

 

GOVERNING LAW

12. All contracts between the Company and the Customer and any claims relating to the Goods shall be governed by the law of England and disputes dealt with exclusively by the English courts.

 

 

DEFINITIONS

13. Terms used in these Conditions have the following meanings:

“Additional Party” means any employee, worker, agent or sub-contractor of the Company, or anyone entitled to an indemnity, reimbursement, or contribution from the Company in respect of a claim by an Interested Party.

“Company” means the party agreeing to provide the services and/or items under the contract

“Customer” means the party requesting the services and/or items under the contract (and if different, also the person to whom they are supplied).

“Date” means the 10th working day after the relevant notice is actually received by the Company

“Effective Time” means the time at which the employment of any person (or liabilities relating to that person) are transferred to the Company under TUPE

“Employee” means a person employed or previously employed by the Transferor and who is, or whose rights are, affected by the TUPE Transfer

“Goods” means goods (including any associated documents, packaging, Goods Transport Unit(s) and equipment) to which the contract relates or which are in the possession of the Company.

“Goods Transport Unit” means any container, packaging, pallet or other platform used in connection with the transport of Goods

“Interested Party” means the Customer and/or anyone with an interest in the Goods; any obligation of the Interested Party is borne jointly and severally.

“Inward TUPE Transfer” means a situation where the Company is (or is expected to be) a transferee for the purposes of TUPE as a result of providing services to or for the benefit of the Customer (or intending to do so)

“Limit” means a limit per tonne gross weight of that part of the Goods in respect of which a claim arises.

“Loss” includes (without limitation) loss (including theft), destruction, damage, unavailability, contamination, deterioration, delay, non-delivery, mis-delivery, unauthorised delivery, non-compliance with instructions or obligations, incorrect advice or information, loss or corruption of data, breach of data protection or processing obligations, interference with or disruption of information technology systems, breach of duty; and any event giving rise to any liability of an Interested Party to any other person or authority.

“Officer” includes a Director or Company Secretary; General Manager; Partner; or member of a Limited Liability Partnership

“Outward TUPE Transfer” means a situation where the Company is (or is expected to be) a transferor for the purposes of TUPE as a result of the transfer of operations carried out for the Customer

“Subcontractor” means a party engaged at the behest of the Company to perform some or all of the Company’s obligations

“Transferee” means a transferee as defined by TUPE

“Transferor” means a transferor as defined by TUPE

“TUPE” means the Transfer of Undertakings (Protection of Employment) Regulations 2006 (and any successor legislation) and also includes any other legislation under which employment or liabilities arising from employment transfer by operation of law

“Waste” bears its general meaning and also includes “Waste” and “Directive Waste” as defined legislatively.

Copyright reserved 2019 UKWA Ltd

1. Definitions and Interpretation

 

1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

Agreement: means the agreement which comes into existence between the Company and the Contractor and which is subject to these Terms and Conditions and will include any term or condition specified by the Company in any proposal it has published and which leads to an agreement between the parties hereto;

Business Day: means any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in London;

Company: PURO VENTURES LTD T/A SPEEDY FREIGHT, Company No. 05822614, Registered Office Puro House, Unit 2 The Pavilions Cranford Drive, Knutsford Business Park, Knutsford, Cheshire, United Kingdom, WA16 8ZR

Company Materials: means all and any equipment, including (but not by way of limitation) uniforms, vehicles, computer and IT based equipment, mobile communication devices, tracking devices, and all and any documents, information, items and materials in any form (whether owned by the Company or a third party), which are provided by the Company to the Contractor in connection with the Services;

Confidential Information: means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with the Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);

Contractor: means the individual or company agreeing to provide Services for the Company;

Customer: means any customer of the Company on whose behalf the Contractor is providing the Services or a customer or client of the Company’s customer;

Date: means the date upon which the agreement between the Company and the Contractor came into existence;

Fees: means any and all sums due under the Agreement from the Company to the Contractor, as specified in Clause 8 or otherwise agreed between the Parties from time to time;

Goods: means all Customer products and/or goods together with any packaging or containers in which they are transported or stored for which the Contractor shall be responsible for providing the Services;

Purchase Order: means the purchase order provided by the Company to the Contractor requesting the Services;

Services: means the services to be provided by the Contractor to the Company in accordance with these Terms and Conditions or as detailed in any proposal published by the Company; and

Term: means the term of the Agreement as set out in Clause 10.

 

1.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:

1.2.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;

1.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

1.2.3 “these Terms and Conditions” is a reference to these Terms and Conditions and each of the Schedules as amended or supplemented at the relevant time;

1.2.4 references to “the Contractor” will, where the context so admits, include any director of the Contractor and any employee, agent, sub-contractor, or representative of the Contractor;

1.2.5 a Schedule is a schedule to these Terms and Conditions;

1.2.6 a Clause or paragraph is a reference to a clause of these Terms and Conditions (other than the Schedules) or a paragraph of the relevant Schedule; and

1.2.7 a “Party” or the “Parties” refers to the parties to these Terms and Conditions.

1.2.8 The headings used in these Terms and Conditions are for convenience only and will have no effect upon the interpretation of these Terms and Conditions.

1.3 Words imparting the singular number will include the plural and vice versa.

1.4 References to any gender will include the other gender.

1.5 References to persons will include corporations.

1.6 The words and phrases in the left-hand column of the table at the head of these Terms and Conditions will have the meanings ascribed to them in the right hand column of that table.

 

2. COMMENCEMENT AND DURATION

2.1 The Agreement will commence on the Date and will last until terminated in accordance with the provisions of these Terms and Conditions.

2.2 The Contractor will provide the Services from the date specified by the Company.

 

3. PROVISION OF THE SERVICES

3.1 The Contractor agrees to:

3.1.1 perform the Services with the highest level of care, skill, and diligence in accordance with best practice in the Contractor’s industry, profession or trade;

3.1.2 co-operate with the Company in all matters relating to the Services, and comply with the Company’s instructions;

3.1.3 before the date referred to in clause 2.2, obtain and maintain during the period in which the Services are being undertaken, all necessary licences and consents and comply with all relevant legislation in relation to the provision of the Services and specifically, but not by way of limitation, that it holds a valid and effective Goods Vehicle Operator’s Licence for all of the Goods which it will carry for the Company pursuant to these Terms and Conditions;

3.1.4 provide a reasonable and timely response, in the event that the Company requires the decision, approval, consent or any other communication from the Contractor in order to continue with the provision of the Services or any part thereof at any time.

3.1.5 observe all health and safety rules and regulations and any other reasonable security requirements that apply at the Company’s premises or at any site at which the Contractor provides the Services;

3.1.6 hold all Company Materials in safe custody at its own risk, maintain such Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company’s written instructions or authorisations;

3.1.7 not do or omit to do anything which may cause the Company to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business;

3.1.8 at all times before it commences the Services to verify that the Goods are not dangerous or hazardous before they are loaded unless the Company and the Contractor have previously agreed that the Contractor will carry dangerous or hazardous Goods;

3.1.9 at all times when it is providing the Services to provide them in a way which does not cause a nuisance or annoyance to others and not in a manner which would, in any way, cause damage to the reputation of the Company; and

3.1.10 at all times when performing the Services to comply with all and any codes of conduct published by the Company from time to time.

3.2 The Contractor warrants as follows:

3.2.1 that each of its personnel who carry out the Services for the Contractor under these Terms and Conditions holds a full United Kingdom driving licence permitting such personnel to drive the type of vehicle which is being driven, and that, before the Date, it has disclosed to the Company all endorsements recorded on such licence;

3.2.2 that, in respect of its Goods Vehicle Operator’s Licence, it has not been suspended, revoked, curtailed or otherwise limited in any manner and that the Date and for the three years prior to the Date there have been no investigations in respect of such licence;

3.2.3 that on the Date it is not aware of any circumstances which would or might lead to an endorsement on such licence;

3.2.4 that it has disclosed all convictions whether relating to Road Traffic Act offences or otherwise which would or might affect the decision of any insurer of the Company to provide the Company with any form of insurance cover in relation to the Services or any part of them;

3.2.5 that it will immediately inform the Company of any conviction of any nature to which it or any of its personnel carrying out the Services or any part thereof is subjected and of any investigations which may have an effect on the Goods Vehicle Operator’s Licence held by the Contractor and of the full circumstances surrounding such conviction or investigation;

3.2.6 that it will not use any additional or substitute labour permitted to be used under the terms of these Terms and Conditions unless and until that additional or substitute labour has provided a warranty to the Company in terms similar in all respects to those contained in sub-Clauses 3.2.1 to 3.2.5;

3.2.7 that on the Date it holds and will during the term of the Agreement and for a period of 6 years after the expiry or termination of the Agreement, with a reputable insurance company, professional indemnity insurance in the sum of £5,000,000 and shall, on the Company’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium;

3.2.8 that if it agrees to transport dangerous or hazardous Goods on behalf of the Company, those Goods will be transported only using a vehicle and/or trailer which has a current and valid ADR Test Certificate, which is available at all times whilst such Goods are being transported and that, at all times, such transport will be supervised by a fully and properly qualified Dangerous Goods Safety Advisor.

3.3 The Contractor agrees that the breach of any part of Clause 3.8 will amount to a breach of a fundamental term and allow the Company, immediately and without notice or compensation, to terminate the Agreement.

3.4 The Contractor consents to the Company conducting and retaining reasonable searches and enquiries with credit reference and other agencies in relation to the creditworthiness of the Contractor and all and any of its directors.

3.5 The Contractor will, within three Business Days of any request by the Company and at no charge to the Company, supply it with copies of all current Goods Vehicle Operator’s Licences, Drivers’ Licences (for any of the personnel of the Contractor providing the Services), insurance policies and certificates required by these Terms and Conditions and all and any other documentation reasonably required by the Company to ensure that the Contractor is complying with these Terms and Conditions.

3.6 If the Contractor is unable to perform the Services at any time due to illness, accident or for any other reason:

3.6.1 it shall not be entitled to receive any payment for those periods when it is not able to perform the Services;

3.6.2 it will immediately (and no later than two hours in advance of the time it has agreed to be available to perform the Services) notify the Company and either:

3.6.2.1 agree alternative arrangements with the Company, including, if appropriate, the provision of an alternative person to provide the Services (subject to such conditions as the Company, in its sole discretion, wishes to impose); or

3.6.2.2 if no alternative arrangements can be made within a reasonable time, the Company may terminate the Agreement and appoint a replacement service provider.

3.7 If the Contractor is, for any reason, unable to effect a collection or delivery of Goods by reason of a default by the Customer then the following provisions will apply:

3.7.1 the Contractor will allow up to one hour for the default to be resolved so that the collection or delivery can be effected at no charge to the Company;

3.7.2 if, at the end of the period referred to in sub-Clause 3.7.1, the default has not been resolved and the collection or delivery cannot be effected, the Contractor will contact the Company for instructions as to how to resolve the situation;

3.7.3 the Company will, if it in its sole discretion decides, pay to the Contractor an additional Fee (of not more than £10.00 per hour) if the Company requires the Contractor to wait;

3.7.4 if the Company requires the Contractor to wait, in order that the collection or delivery may be effected, the Contractor will remain at the Customer’s site until the collection or delivery can be effected or until the Company has agreed alternative arrangements with the Contractor.

3.8 The Contractor will at all times ensure that it and any of its employees comply with the Code of Conduct set out in Schedule 1

 

 

4. PERFORMANCE REVIEW

4.1 The Company may review (but not more than once during any period of six months) and the Contractor will co-operate fully with such review into the conduct and performance of the Contractor throughout the term of the Agreement and such review may include regular service level reviews of:

4.1.1 the Contractor’s knowledge of and compliance with the requirements of these Terms and Conditions;

4.1.2 the Contractor’s reliability and record of communications, time keeping, attendance and completion of any training offered by the Company;

4.1.3 the personal qualities, such as neatness of appearance and uniform and general attitude of those personnel of the Contractor who carry out the Services on its behalf;

4.1.4 the condition of any vehicle/s and/or equipment used by the Contractor’s vehicle in the provision of the Services;

4.1.5 the nature, effectiveness and validity of all permits, licences and insurances required by these Terms and Conditions;

4.1.6 all and any loss and damage sustained by Goods whilst in the custody of the Contractor and any mis-deliveries or delayed collections/deliveries;

4.1.7 any other loss, damage or injury caused by the Contractor in its provision of the Services.

4.2 If the review referred to in Clause 4.1 provides substantive evidence that the Contractor has failed to achieve the level of performance required under these Terms and Conditions, the Company may treat such failure as a material breach of the Agreement and may terminate it forthwith and without notice.

 

5. LOSS AND DAMAGE

5.1 If any Goods in the custody of the Contractor suffer any loss or damage of any nature the Contractor will immediately notify the Company of such loss or damage and will deliver to it a full report of the incident which caused the loss or damage in such form as the Company will, from time to time, specify as soon as reasonably practicable thereafter, and in any event no later than seven days after such incident. The Contractor will, on demand and without any delay, provide the Company with such other information as it may require relating to such incident.

5.2 If such loss or damage is due or suspected to be as the result of criminal action, the Contractor will, within 24 hours of the incident, report the same to the Police.

 

6. VEHICLES AND EQUIPMENT

6.1 It is the responsibility of the Contractor at its own expense during the term of the Agreement to provide a suitable vehicle or vehicles and such other equipment as may be required for the proper performance of the Services.

6.2 The Company may, from time to time but without having any contractual commitment to do so, supply certain facilities to the Contractor, including (but not by way of limitation) Company Materials, credit facilities, trailer hire, fuel supplies and washing facilities and the Contractor agrees to comply with any additional conditions imposed by the Company, from time to time, in connection with the use of such facilities.

6.3 Any vehicle or trailer hired or loaned by the Company to the Contractor will be deemed to be in good and undamaged condition (unless otherwise notified by the Contractor to the Company at the time of collection).  The Contractor accepts full liability for any damage or loss incurred to such vehicle or trailer and will insure the equipment accordingly.

6.4 In the event that the Company supplies a tracking device (“Tracker”) to the Contractor, the following additional conditions will apply:

6.4.1 Whilst providing services to the Company, the Contractor will ensure that the Speedy Freight Tracker Application (Tracker) is activated and operational at all times.

6.4.2 If the Tracker ceases to function, then the Contractor will notify the Company as soon as is reasonably practicable and will follow all instructions relating to the Tracker provided by the Company.

6.4.3 The Contractor acknowledges and agrees that the Tracker will record and transmit to the Company (and any entity to which the Tracker is linked) full details of the Contractor’s movements whilst it is operative and whilst the Company will keep such details only for as long as is reasonably necessary and will take reasonable precautions to ensure that any data gathered is used only for the purpose of these Terms and Conditions, the Company will have no liability if any such data is disseminated in any way, other than through the negligence or default of the Company.

 

7. COMPANY’S OBLIGATIONS

7.1 The Company will use all reasonable endeavours to provide all pertinent information to the Contractor that is necessary for the Contractor’s provision of the Services.

7.2 The Company may, from time to time, issue reasonable instructions to the Contractor in relation to the Contractor’s provision of the Services.

 

8. FEES, PAYMENT AND RECORDS

8.1 The Company will pay the Fees to the Contractor specified in any purchase order supplied by the Company or otherwise agreed in advance with the Contractor and in accordance with the provisions of this Clause 8.

8.2 All payments required to be made pursuant to these Terms and Conditions by either Party will be made within 30 days of the end of the month of invoice by that Party and, in the case of an invoice from the Contractor, bearing the order number supplied by the Company in its purchase order or otherwise.

8.3 Where any payment pursuant to these Terms and Conditions is required to be made on a day that is not a Business Day, it may be made on the next following Business Day.

8.4 Without prejudice to sub-Clause 10.2.1, any sums which remain unpaid following the expiry of the period set out in sub-Clause 8.3 will incur interest on a daily basis at 2% above the base rate of Royal Bank of Scotland plc from time to time until payment is made in full of any such outstanding sums.

8.5 The Contractor will:

8.5.1 keep, or procure that there are kept, such records and books of account as are necessary to enable the amount of any sums payable pursuant to these Terms and Conditions to be accurately calculated; and

8.5.2 at the reasonable request of the Company, allow the Company or its agent to inspect those records and books of account and, to the extent that they relate to the calculation of those sums, to take copies of them.

8.6 If the Company disputes a payment in good faith, then the interest payable under Clause 8.4 is only payable after the dispute is resolved, on sums found or agreed to be due, from 30 days after the dispute is resolved until payment.

8.7 The Company may, at any time, without notice to the Contractor, set off any liability of the Contractor to the Company against any liability of the Company to the Contractor, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under these Terms and Conditions. Any exercise by the Company of its rights under this Clause shall not limit or affect any other rights or remedies available to it under these Terms and Conditions or otherwise.

8.8 If, for any reason, the Company cancels the Services before the Goods have been collected, the liability of the Company will be limited to a reasonable Fee dependent upon all the circumstances surrounding such cancellation but, in any event, not exceeding the sum of £50.00 for vehicles with a Gross Vehicle Weight less than 3.5 tonnes and for larger vehicles no more than 25% of the agreed job rate.

8.9 The Contractor acknowledges that it holds all Goods which are in its custody, as bailee of the owner of those Goods and will at all times keep them separate and identifiable from any other goods in its possession.

8.10 The Contractor shall have no interest in the Goods and will have no right to claim a lien over or in respect of them.

8.11 The Contractor shall account for and pay to the Company for all moneys (whether cash or cheques) received by it on behalf of the Company from any Customer on the day on which such moneys are received if practicable or on the first Business Day thereafter at the offices of the Company or as it directs.

8.12 All payments due hereunder from the Company to the Contractor are made net of VAT.

 

9. LIABILITY, INDEMNITY AND INSURANCE

9.1 The Contractor will ensure that it has in place at all times suitable and valid insurance that will include public liability insurance.

9.2 In the event that the Contractor fails to perform the Services with reasonable care and skill it will carry out any and all necessary remedial action at no additional cost to the Company.

9.3 The Contractor’s total liability for any loss or damage caused as a result of its negligence or breach of these Terms and Conditions will be unlimited.

9.4 Nothing in these Terms and Conditions will limit or exclude the Contractor’s liability for death or personal injury.

9.5 Subject to Clause 9.3 the Contractor will indemnify the Company against any costs, liability, damages, loss, claims or proceedings arising out of the Contractor’s breach of these Terms and Conditions.

9.6 The Company will indemnify the Contractor against any costs, liability, damages, loss, claims or proceedings arising from loss or damage to any equipment (including that belonging to any third parties appointed by the Contractor) caused by the Company or its agents or employees.

9.7 Neither Party will be liable to the other or be deemed to be in breach of these Terms and Conditions by reason of any delay in performing, or any failure to perform, any of that Party’s obligations if the delay or failure is due to any cause beyond that Party’s reasonable control.

9.8 The Contractor will, at its own expense, obtain and, at all times during the Term keep in force, insurance with a reputable insurer (in a sum and for cover and for amounts specified or approved by the Company) against damage to Goods, death, loss or injury which may occur to any person or property in connection with the provision of the Services including public liability, motor, goods in transit insurance and where appropriate employer’s liability insurance.  The Contractor will make available copies of these to the Company upon request.

9.9 The Contractor will not carry any Goods which are excluded under the policies of insurance mentioned in Clause 9.8.

 

10. TERMINATION

10.1 The Company may terminate the Agreement immediately on written notice if the Contractor no longer holds any of the licences or permissions required by these Terms and Conditions or if they, or any of them, are subject to any conditions, endorsements or other provisions which the Company, in its sole discretion, considers would have an adverse effect on the business of the Company.

10.2 Either Party may forthwith terminate the Agreement by giving written notice to the other Party if:

10.2.1 any sum owing to that Party by the other Party under any of the provisions of these Terms and Conditions is not paid within 20 days of the due date for payment;

10.2.2 the other Party commits any other breach of any of the provisions of these Terms and Conditions and, if the breach is capable of remedy, fails to remedy it within 24 hours after being given written notice giving full particulars of the breach and requiring it to be remedied;

10.2.3 an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;

10.2.4 the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);

10.2.5 the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on the other Party under these Terms and Conditions);

10.2.6 anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party; or

10.2.7 the other Party ceases, or threatens to cease, to carry on business.

10.3 The right to terminate the Agreement given by this Clause 10 shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.

10.4 Any termination of the Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision in these Terms and Conditions which is expressly or by implication intended to come into or continue in force on or after such termination.

 

11. EFFECTS OF TERMINATION

Upon the termination of the Agreement for any reason:

11.1 all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of the Agreement will remain in full force and effect;

11.2 subject as provided in this Clause 11 and except in respect of any accrued rights neither Party will be under any further obligation to the other; and

11.3 the Contractor will (except to the extent referred to in Clause 12) immediately cease to use, either directly or indirectly, any Confidential Information, and will immediately return to the Company any documents in its possession or control which contain or record any Confidential Information.

 

12. CONFIDENTIALITY

12.1 The Contractor undertakes that, except as provided by sub-Clause 12.2 or as authorised in writing by the Company, it shall at all times during the continuance of the Agreement and after its termination:

12.1.1 keep confidential all Confidential Information;

12.1.2 not disclose any Confidential Information to any other party;

12.1.3 not use any Confidential Information for any purpose other than as contemplated by these Terms and Conditions;

12.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and

12.1.5 ensure that (as applicable) none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of this Clause 12.

12.2 Subject to Clause 12.3, the Contractor may disclose any Confidential Information to:

12.2.1 any of its sub-contractors, substitutes or suppliers;

12.2.2 any governmental or other authority or regulatory body; or

12.2.3 any of their employees or officers or those of any party described in sub-Clauses 12.2.1 and 12.2.2;

12.3 Disclosure under Clause 12.2 may be made only to the extent that is necessary for the purposes contemplated by these Terms and Conditions, or as required by law. In each case the Contractor must first inform the recipient that the Confidential Information is confidential.  Unless the recipient is a body described in sub-Clause 12.2.2 or is an authorised employee or officer of such a body, the Contractor must obtain and submit to the Company a written undertaking from the recipient to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made.

12.4 The Contractor may use any Confidential Information for any purpose, or disclose it to any other party, where that Confidential Information is or becomes public knowledge through no fault of the Contractor.

12.5 When using or disclosing Confidential Information under Clause 12.4, the Contractor must ensure that it does not disclose any part of that Confidential Information which is not public knowledge.

12.6 The provisions of this Clause 12 shall continue in force in accordance with their terms, notwithstanding the termination of the Agreement for any reason.

 

13. DATA PROTECTION

The Parties undertake to comply with the provisions of the Data Protection Act 1998 and the General Data Protection Regulations EU (2016/679) and any related legislation in so far as the same relates to the provisions and obligations of these Terms and Conditions.

 

14. FORCE MAJEURE

14.1 Neither Party to the Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, internet service licensor failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

14.2 If such circumstances continue for a continuous period of more than three months, either Party may terminate the Agreement by written notice to the other Party.

 

15. NON-SOLICITATION

15.1 The Contractor undertakes with the Company that it will not during the Agreement or:

15.1.1 for a period of six months after its termination (alone, jointly with or as manager or agent for any person) employ, solicit, interfere with or endeavour to entice away from the Company any person or business who is then or was in the six months preceding such termination a client of the Company; and

15.1.2 for a period of six months after its termination either on its own account or for any other person employ, solicit, interfere with or endeavour to entice away from the Company any person who is then or was in the six months preceding such termination an employee of the Company.

 

16. NO AGENCY, PARTNERSHIP OR EMPLOYMENT

16.1 The Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in these Terms and Conditions.

16.2 The Contractor’s relationship to the Company is that of an independent contractor. The Contractor will be responsible for all taxes and contributions (including, but not limited to, income tax and national insurance, where applicable) in respect of all amounts paid or payable to the Contractor under or in relation to the Agreement.

16.3 The Contractor hereby agrees to indemnify the Company in respect of any claims that may be made by the relevant authorities against the Company in respect of any such taxes and/or contributions, including interest and penalties, relating to the Services.

16.4 The Contractor shall be responsible for all of its expenses and, where applicable, VAT.

 

17. SEVERANCE

The Parties agree that, in the event that one or more of the provisions of the Agreement is found to be unlawful, invalid, or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of the Agreement.  The remainder of the Agreement shall be valid and enforceable.

The Customer’s attention is particularly drawn to clause 6 concerning limitations on Speedy Freight’s liability; clause 8 concerning the Customer’s indemnity obligations; and clause 9 concerning the time limit of all claims.

1. Introduction

Puro Ventures Limited t/a Speedy Freight, a company registered in England and Wales under company number 05822614 with a registered office at Puro House, Unit 2 The Pavilions Cranford Drive, Knutsford Business Park, Knutsford, Cheshire, WA16 8ZR (Speedy Freight). Speedy Freight is an intermediary host provider of an online logistics platform (Speedy Parcels) facilitating logistics services relating to consignments whereupon Customers can arrange for the collection, delivery and transportation of packages with Speedy Freight via Speedy Freight and its network of Carriers. These Conditions set out the following terms and conditions upon which Speedy Freight will provide the Services and incorporate the Privacy Policy and Cookies Policy (collectively called the Conditions).

2. Definitions

2.1 In these Conditions:

CARRIER means each individual major UK carrier company with whom Speedy Freight holds an account for the carriage of Goods.

CARRIER SERVICES means the range of carrier services provided by each Carrier which may be available to book by the Customer via the Speedy Parcels.

COOKIES POLICY means Speedy Freight’s cookies policy, a copy of which can be located at https://speedyfreight.com/parcels.

COLLECTION POINT refers to the place where the Consignment is collected.

CONSIGNMENT means the Goods (including any packaging and equipment associated therewith) contained in one or more parcel, package or container sent at one time, in one load, by or for the Customer from one address to another making up the Order

CONSIGNEE means the person to whom the label on the Consignment is addressed.

CONSIGNOR means the person from whom the Consignment is collected from the Collection Point.

CUSTOMER means the business (Consignor or Consignee) who places an Order via the Speedy Parcels for the Carrier Services.

CUSTOMER DATA means the data inputted by the Customer, Users, or Speedy Freight on the Customer’s behalf for the purpose of using the Speedy Parcels or facilitating the Customer’s use of the Services.

GOODS means the item(s) in the Consignment.

LOSSES means any costs, claims, proceedings, demands, damages, compensation, awards, expenses (including professional) or other loss (including special, consequential, loss of profit and other economic loss) whatsoever;

ORDER means the Customer’s request for one or more of the Carrier Services.

PROHIBITED GOODS means those goods which cannot be sent using the Services as identified on the Speedy Parcels portal (as may be updated from time to time) including those goods set out in the Carriage of Dangerous Goods and Use of Transportable Pressure Equipment Regulations (CDG) and the European agreement “Accord Européen relative au transport international des marchandises dangereuses par route” (ADR), which together regulate the carriage of dangerous goods by road including explosives, radioactive material and any other goods presenting a similar
hazard.

PRIVACY POLICY means Speedy Freight’s privacy policy, a copy of which can be located at https://speedyfreight.com/parcels.

RESTRICTED GOODS means those goods that will not be compensated by Speedy Freight which are described as such, or described under clause 7.

SELECTED THIRD PARTY CARRIER means the Carrier chosen by the Customer to carry the Consignment and in respect of whom the Customer has placed an Order for the carriage via the Speedy Parcels.

SERVICES means Speedy Freight’s Speedy Parcels service comprising of the collection of the Consignment from the Collection Point by Speedy Freight or the Selected Third Party Carrier and the onwards carriage of the Consignment via the Selected Third Party Carrier.

SPEEDY PARCELS means the online portal located at https://speedyfreight.com/parcels whereupon the Customer can avail one or more of the Carrier Services. USER(s) means those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Speedy Parcels.

VAT means value added tax chargeable under the law of England and Wales for the time being and any similar, additional or analogous tax.

2.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

2.3 The headings in these Conditions are for convenience only and shall not affect their
interpretation.

2.4 In these Conditions words importing the singular only shall include the plural and vice versa.

3. APPLICATION OF CONDITIONS

3.1 These Conditions shall:

3.1.1 apply to and be incorporated into the contract between the Customer and Speedy
Freight;

3.1.2 prevail over any inconsistent terms or conditions contained, or referred to, in the
Customer’s Order, confirmation of Order, acceptance of a quotation, or implied by law, trade custom, practice or course of dealing.

3.2 The Road Haulage Association Limited Conditions of Carriage 2020 are hereby incorporated into the Conditions (“RHA Terms”). In the event of any inconsistency between the RHA Terms and these Conditions, the RHA Terms shall prevail.

3.3 The Customer expressly agrees that the carriage will be subject to the trading conditions of the Selected Third Party Carrier with whom the contract is entered into by Speedy Freight on the Customer’s behalf. The Customer expressly agrees that Speedy Freight shall be relieved of any liability for all Losses in respect to the loss, damage or delay to a Consignment where such is the result of any event that is beyond the control of Speedy Freight attributable to such Selected Third Party Carrier. Speedy Freight, may, in any way it thinks fit and in the name and on behalf of the
Customer:

3.3.1 take any action that the Contract requires the Customer to take; and

3.3.2 exercise any rights which this Contract gives to Customer.

3.4 In the event of any conflict or inconsistency between the terms of:

3.4.1 the trading conditions of the Selected Third Party Carrier;

3.4.2 the RHA Terms; and

3.4.3 these Conditions, the terms contained in a document higher in the list above shall have priority over one contained in a document lower in the list.

3.5 It is the Customer’s responsibility to ensure that any limitations of liability and any other conditions that apply to the Order are fully understood before the Customer places an Order on the Speedy Parcels. If the Customer is not satisfied with Speedy Freight’s limits of liability under these Conditions, the Customer shall make its own enhanced protection arrangements in such sums and against such risks as the Customer deems appropriate.

3.6 Speedy Freight may, at its sole discretion, transport a Consignment by such means of transport and route as decided appropriate by Speedy Freight.

4. Services

4.1 Speedy Freight arranges the provision of the Carrier Services (as may be varied by Speedy Freight or the Carrier from time to time, without prior notice to the Customer) upon receipt of the Customer’s Order via Speedy Parcels and may provide collection services from the Collection Point.

4.2 Speedy Freight will provide the Services on working days only (being Monday to Friday, excluding bank and other public or local holidays in the United Kingdom) and, where agreed with Speedy Freight, to include Saturday by separate agreement) on and from the date that is agreed with the Customer.

4.3 Speedy Freight will, or will arrange for the Selected Third Party Carrier to, collect the Consignment from the Collection Point.

4.4 Speedy Freight will use its reasonable endeavours to deliver the Consignments via the Selected Third Party Carrier that are accepted by it for transit in accordance with one of the Carrier Services.

4.5 Speedy Freight may decide not to collect, process or deliver any Consignments if Speedy Freight considers it to be impractical or unreasonable to do so, including if:

4.5.1 the delivery address is a PO Box Number;

4.5.2 the delivery address is not safe or Speedy Freight’s staff and agents’ health and safety may be put at risk in any way;

4.5.3 the delivery address on the Consignment is not complete, inaccurate or is ineligible;

4.5.4 the Consignment contains any of the Prohibited Goods (as notified to you from time to time);

4.5.5 the Consignment is not packaged to a reasonable standard sufficient to protect the Consignment’s weight or correctly labelled;

4.5.6 the Customer has an account with Speedy Freight and any credit limit on such account has been exceeded or will, with the proposed Consignment(s) be so exceeded; or

4.5.7 the Customer has breached any of these Conditions and such breach is continuing without remediation.

4.6 If Speedy Freight has reasonable suspicion that a Consignment contains Prohibited Goods Speedy Freight may open that Consignment or delay processing and delivery. If a Prohibited Good is identified within a Consignment Speedy Freight may deal with such item in its sole and absolute discretion (without incurring any liability to the Customer or the Consignee), including destroying or otherwise disposing of such item in whole or in part or returning it to the Customer (and the
Customer will be responsible for all costs thereof howsoever arising).

5. Customer’s Obligations

5.1 The Customer:

5.1.1 warrants that it is either the owner of the Consignment which is the subject of these Conditions or is authorised to enter into these Conditions;

5.1.2 shall be liable for the cost (calculated at an hourly rate notified by Speedy Freight from time to time) to Speedy Freight of the unreasonable detention of vehicles and drivers at the Collection Point or point of delivery or the additional cost of effecting delivery where incomplete or incorrect delivery address details are supplied by the Customer;

5.1.3 agrees to indemnify and hold harmless Speedy Freight and the Selected Third Party Carrier from and against all claims, costs and expenses incurred in consequence of the carriage, or non-disclosure by the Customer to Speedy Freight of full details prior to carriage, of any Prohibited Goods, Restricted Goods or Consignments that have not been properly labelled, packed or packaged;

5.1.4 shall ensure that there is provision of necessary plant and power (other than that carried by the delivery vehicle) and labour (including an authorised person to acknowledge receipt) available promptly at the Collection Point and point of delivery;

5.1.5 shall ensure that every Consignment is packaged to a reasonable standard sufficient to protect the Consignment’s weight and correctly addressed and labelled in accordance with the Order; and

5.1.6 shall ensure that the actual weight is visibly recorded for every Consignment in
accordance with the Order and such weight is factually accurate and not misrepresented.

6. Company’s Responsibility for the Consignment

6.1 Subject to the limitations and exclusions contained in this clause and these Conditions generally, Speedy Freight shall only be liable for loss of or damage to or in connection with a Consignment howsoever or whensoever caused and whether or not caused or contributed to directly or indirectly by any act, omission, neglect, default, or other wrongdoing on the part of Speedy Freight, its employees, contractors, Carriers, subcontractors or agents if and to the extent that Speedy Freight has been negligent.

6.2 Subject to these Conditions, Speedy Freight shall not be liable for the first £25 of any claim for loss or damage to any Consignment.

6.3 Subject to these Conditions, Speedy Freight shall be liable for:

6.3.1 physical loss, mis-delivery of or damage to living creatures, bullion, money, securities, stamps, precious metals, or precious stones comprising the Consignment only if:

6.3.1.1 Speedy Freight has specifically agreed in writing to carry such items; and

6.3.1.2 the Customer has agreed in writing to reimburse Speedy Freight in respect of all additional costs which result from the carriage of said items; and

6.3.1.3 the loss, mis-delivery or damage is occasioned during transit and is proved to be due to the negligence of Speedy Freight, its employees, contractors, subcontractors or agents;

6.3.2 physical loss, mis-delivery of or damage to any other Goods unless the same has arisen (directly or indirectly) from:

6.3.2.1 an act of God;

6.3.2.2 epidemic or pandemic;

6.3.2.3 seizure under legal process;

6.3.2.4 riots, civil commotion or unrest, demonstrations, strike or lockouts (general or partial stoppage);

6.3.2.5 any consequence of war, terrorism and kindred risks;

6.3.2.6 weather events, which result in road closures or other closures which impact access to a delivery address or route timings;

6.3.2.7 severe traffic congestion/ traffic issues that see Speedy Freight or the Selected Third Party Carrier unable to access a delivery address or adversely affect route timings;

6.3.2.8 failure or downtime in respect of any telephony or mobile communications;

6.3.2.9 any event of serious disruption outside Speedy Freight’s or the Selected Third Party Carrier’s control, which reduces its or their capacity to fulfil its obligations;

6.3.2.10 error, act, omission or misrepresentation of either the Consignor or the Consignee of the Consignment or their respective employees or agents;

6.3.2.11 insufficient or improper packing or labelling including incomplete or incorrect address information; or

6.3.2.12 the conveyance of any Goods which violate statutory or regulatory prohibition or are Prohibited Goods.

6.4 Speedy Freight shall not in any circumstances be liable for any loss or deterioration of, or damage to, or non-delivery, mis-delivery of any property (including the Consignment) or any other claim in any circumstances whatsoever, howsoever caused save to the extent that the same is caused by its wilful default or negligence.

6.5 Unless otherwise agreed, Speedy Freight shall not be obliged to insure the Consignment, and where it does, will insure on the conditions set out by the RHA Terms and Convention on the Contract for the International Carriage of Goods by Road. The Customer is responsible for insuring against all risks for the full insurable value.

6.6 Except as otherwise provided in these Conditions, the liability of Speedy Freight in respect of all claims for physical loss, mis-delivery of, or damage to, the Goods, howsoever arising, shall in all circumstances be limited to the lesser of:

6.6.1 the value of the Goods actually lost, mis-delivered or damaged; or

6.6.2 the cost of repairing any damage or of reconditioning the Goods; or

6.6.3 a sum calculated at the rate of 1300GBP per tonne on the gross weight of the Goods actually lost, mis-delivered or damaged; and the value of the Goods actually lost, mis-delivered or damaged shall be taken to be their cost invoice value if they have been sold, or where the Customer is unable to provide a cost invoice detailing the cost value of the Goods actually lost, mis-delivered or damaged the value of the Goods shall be taken to be the sales invoice value less 30%, and shall otherwise be taken to be the replacement cost thereof to the owner at the commencement of the transit, and in all cases shall be taken to include any HM Customs and Excise duties or taxes payable in respect of those Goods, provided that:

(i) in the case of loss, mis-delivery of, or damage to, a part of the Consignment the weight to be taken into consideration in determining the amount to which Speedy Freight’s liability is limited shall be only the gross weight of that part regardless of whether the loss, mis-delivery or damage affects the value of other parts of the Consignment:

(ii) nothing in this Condition shall limit the liability of Speedy Freight to less than the sum of £10;

(iii) Speedy Freight may require the Customer to substantiate a claim by providing any relevant information about the Consignment including proof of despatch, proof of value, estimates for repair costs, cost price, invoices, weight and nature of the item(s) lost or damaged, serial numbers, IMEI numbers for electrical items. This may include requesting the Consignee to retain all packaging, or obtaining other documentary evidence as requested by Speedy Freight.

6.7 Subject to clause 6.7, Speedy Freight’s liability in respect of all claims for any other loss whatsoever, and howsoever arising in connection with the Consignment, shall not exceed the amount of the carriage charges in respect of the Consignment or the amount of the claimant’s proved loss, whichever is the lesser, until:

6.7.1 at the time of entering into the contract with Speedy Freight the Customer declares to Speedy Freight a special interest in delivery in the event of physical loss, mis-delivery or damage of an agreed time limit being exceeded and agrees to pay a surcharge calculated on the amount of that interest; and

6.7.2 at least 7 days prior to the commencement of transit to the Customer has delivered to Speedy Freight written confirmation of the special interest, agreed time limit and amount of interest.

6.8 Except where otherwise agreed, Speedy Freight shall not be liable for any direct or indirect loss of: profit; use; opportunity; business; anticipated savings; or goodwill, nor shall Speedy Freight be liable for any indirect or consequential loss or damage (including penalty charges) whether or not resulting from the act, neglect or default of Speedy Freight except that nothing in these Conditions shall operate to exclude or limit the liability of Speedy Freight for death or personal injury arising out of its negligence or fraud, fraudulent misrepresentation, or for any liability which cannot be excluded by law.

6.9 Speedy Freight shall not be liable for any failure or delay in the performance of its obligations under these Conditions that arises due to or is contributed to by any act or omission of the Customer, its employees, agents or contractors (including any sub-contractors) or its own customers.

6.10 Speedy Freight’s inability to provide proof of delivery shall not of itself constitute an admission of liability for the loss of any Consignment by Speedy Freight or the Selected Third Party Carrier. The Customer shall prove its loss of any Consignment. Speedy Freight shall not be liable for loss of, or damage to, any Consignment where the Consignee has acknowledged receipt of the same.

6.11 Speedy Freight shall not be liable for the loss of all or any part of a Consignment to the extent that the same is subsequently found and returned to the Customer. The value of the goods returned to the Customer may be offset against the value of any claim made against Speedy Freight whether or not such returned goods formed part of the particular Consignment to which such claim relates.

6.12 If delivery is unsuccessful due to the absence of the Consignee or the Consignee refusing delivery and thereafter the Consignment is lost or damaged, Speedy Freight shall not be responsible for any such loss or damage.

6.13 Speedy Freight shall, if so required, sign a document prepared by the Consignor
acknowledging receipt of the Consignment provided that no such document shall be evidence of the condition of or the correctness of the declared nature, quality, quantity or weight of the Consignment at the time it is received by Speedy Freight.

6.14 Speedy Freight shall be under no obligation to retain copies of any documentation related to the delivery of a Consignment for longer than 6 months following the date of delivery.

6.15 All warranties, conditions and other terms implied by statute (including under the Supply of Goods and Services Act 1982) or common law are, to the fullest extent permitted by law, excluded from these Conditions.

7. Restricted Goods

Restricted Goods may be carried by Speedy Freight and the Carriers but are carried at the Customer’s sole risk. The Customer acknowledges and agrees that due to the fragility or otherwise of Restricted Goods, Speedy Freight cannot make any guarantees that damage to the Goods will not occur during carriage and consequently, Speedy Freight will have no liability for any Losses caused by, or relating to, the carriage of the Restricted Goods. The Customer shall, to the extent it deems appropriate, take out appropriate parcel protection independently of Speedy Freight for the carriage of Restricted Goods.

8. Indemnity

8.1 The Customer shall indemnify Speedy Freight against:

8.1.1 all liabilities and costs incurred by Speedy Freight (including but not limited to claims, demands, proceedings, fines, penalties, damages, expenses and loss of or damage to the carrying vehicle and to other goods carried) by reason of any error, omission, mis-statement or misrepresentation by the Customer or other owner of the Consignment or by any employee, contractor, subcontractor or agent, insufficient or improper packing, labelling or addressing of the Consignment; and\

8.1.2 all claims and demands whatsoever (including for the avoidance of doubt claims alleging negligence), by whomsoever made and howsoever arising (including but not limited to claims caused by or arising out of the carriage of Prohibited Goods and claims made upon Speedy Freight by HM Customs and Excise in respect of dutiable goods consigned in bond) in excess of the liability of Speedy Freight under these Conditions in respect of any loss or damage whatsoever to, or in connection with, the Consignment whether or not caused or contributed to directly or indirectly by any act, omission, neglect, default or other wrongdoing on the part of Speedy Freight, its servants, agents or sub-contractors.

8.1.3 any sensitive personal data, information and documents contained within a Consignment, including but not limited to names, addresses, bank details, signatures and dates of birth is entirely at the Customer‘s risk and no compensation is available for these items. Data stored on electronic media, for example data disks, hard drives, magnetic tapes or pen drives must be suitably encrypted. The Customer shall indemnify Speedy Freight against all actions, claims, proceedings and judgments together with costs incurred relating to loss, damage or disclosure of such data documents.

9. Time Limit for Claims / Claims Procedure

9.1 Speedy Freight shall not be liable for:

9.1.1 damage to the whole or any part of the Consignment unless the Carrier has been
negligent and the Customer has advised the Carrier in writing of the issue within five (5) days of the date of the first scan of the label on the Consignment;

9.1.2 physical loss, mis-delivery or non-delivery of part of the Consignment unless the Carrier has been negligent and the Customer has advised the Carrier in writing of the issue within twelve (12) days of the date of the first scan of the label on the Consignment;

9.1.3 any other loss unless advised thereof in writing within twenty-eight days of the date of the first scan of the label on the Consignment.

9.2 Speedy Freight may make such investigations as it deems necessary to satisfy itself of the validity of any claim and the Customer shall co-operate as is reasonable in the circumstances. In the case of claims for loss or damage, Speedy Freight may take as reasonable amount of time to undertake investigations and search activity.

9.3 Any information requested to substantiate a claim must be made available to the Carrier within 14 days of request.

9.4 If the information requested is not received within this timescale, Speedy Freight reserves the right to close the claim. Should there be an error in a claim application or the supporting evidence that results in the need to re-issue a cheque, an administration charge of £10 will be deducted from the claim amount.

9.5 If a dispute arises out of or in connection with the provisions of the Services under these Conditions or the performance, validity or enforceability of them (“Dispute”) then the parties shall follow the procedure set out in this clause:

9.5.1 either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice“), together with relevant supporting documents. On service of the Dispute Notice, both parties shall attempt in good faith to resolve the Dispute;

9.5.2 if for any reason both parties are unable to resolve the Dispute within 30 days of service of the Dispute Notice, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR. To initiate the mediation, a party must serve notice in writing (“ADR Notice“) to the other party to the Dispute, requesting a copy of the ADR notice should be sent to CEDR. The mediation will start not later than 14 days after the date of the ADR notice.

9.5.3 The commencement of mediation shall not prevent the parties commencing or
continuing court proceedings in relation to the Dispute under clause 17.9 which shall apply at all times.

9.5.4 If the Dispute is not resolved within 30 days after service of the ADR notice, or either party fails to participate or to continue to participate in the mediation before the expiration of the said period of 30 days, or the mediation terminates before the expiration of the said period of 30 days, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 17.9 (Governing Law and Jurisdiction).

9.6 The Customer acknowledges and agrees that the time limits set out in this clause 9 are reasonable and reflective of the urgent nature of the type of Consignments that Speedy Freight undertakes for the Customer and are necessary in order to preserve the appropriate evidence in respect of any such claims (including the ability to interview and obtain witness statements from drivers and other third parties).

9.7 Invoice queries must be notified to Speedy Freight in writing within 14 calendar days from the date of invoice.

10. Transit

10.1 Transit shall commence when the Consignment is collected by Speedy Freight or the Selected Third Party Carrier from the Collection Point.

10.2 Transit shall (unless otherwise determined) end when the Consignment arrives at the agreed place of delivery, provided that:

10.2.1 if no safe or adequate access exists, or there are no adequate unloading facilities or assistance, then transit shall be deemed to end at the expiry of one calendar day after notice in writing (or by telephone) of the arrival of the Consignment at the agreed delivery point;

10.2.2 when, for any other reason whatsoever, a Consignment cannot be delivered; and

10.2.3 if an authorised person is not available to acknowledge receipt of the Consignment at the agreed place of delivery, then the Consignment shall be presumed to have been delivered notwithstanding the absence of a signed delivery copy of the Selected Third Party Carrier’s Consignment note.

10.2.4 Risk in the Consignment shall pass from the Customer to Speedy Freight on
commencement of transit in accordance with clause 10.1 and shall pass from Speedy Freight to the Customer upon transit ending in accordance with clause 10.2.

11. Company’s Charges

11.1 The price for the Services shall be Speedy Freight’s quoted price. Unless otherwise agreed, all prices quoted will be valid for twelve (12) months only, after which time they may be altered by Speedy Freight without giving notice to the Customer.

11.2 The price for the Services shall be determined by reference to the Customer’s anticipated monthly usage of the Services over a twelve (12) month period. If the number of Orders placed by the Customer in two consecutive months in each 6 month period is less than 20% of the Customer’s anticipated volume of Orders, Speedy Freight shall be entitled to review and implement a price increase. Speedy Freight shall give the Customer not less than one month’s prior notice in writing of proposed changes.

11.3 Speedy Freight reserves the right, by giving notice to the Customer at any time before labelling of the Consignment, to increase the price of the Services to reflect any increase in the cost to Speedy Freight which is due to any factor beyond the control of Speedy Freight (including without limitation, any increase or imposition of taxes and duties, significant increase in the costs of fuel, or due to any change in delivery dates, quantities or specifications for the Services which are requested by the Customer.

11.4 Invoices are issued by Speedy Freight to the Customer in accordance with the terms agreed or otherwise on a weekly basis.

11.5 Unless otherwise agreed, all charges are payable in GBP within 14 days of the date of Speedy Freight’s invoice in cash or cleared funds and are exclusive of VAT, which will be charged at the appropriate rate from time to time.

11.6 Time for payment shall be of the essence of these Conditions.

11.7 If no business is transacted between Speedy Freight and the Customer for a period of at least three (3) months or where Speedy Freight reasonably believes that the Customer is the subject of an event set out in any of clauses 15.1(3)-(8), Speedy Freight may immediately withdraw the Customer’s credit facilities (if any).

11.8 In the following circumstances Speedy Freight shall impose (at its sole discretion) an additional surcharge per Consignment as notified to the Customer from time to time or as stated below:

11.8.1 deliveries to the Isle of Wight, Cornwall, Dyfed, Gwynedd, Powys, Anglesey, Industrial Scotland, (all Scotland except the Highlands and Scottish offshore islands) the Highlands of Scotland and all offshore islands;

11.8.2 for each re-delivery attempt of failed deliveries, an amount equal to 50% of the original Consignment charge. Where the delivery address supplied is incorrect or incomplete, resulting in a failed delivery, Speedy Freight reserves the right to impose a surcharge of an amount equal to 100% of the original Consignment charge for any subsequent attempted re-delivery.

11.9 The Customer shall not be entitled to deduct any monies owed to Speedy Freight in the form of a debit note or to apply any set off or lien whatsoever.

12. Recovery of Company’s Charges

12.1 If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to Speedy Freight, Speedy Freight shall be entitled to:

12.1.1 charge the Customer interest (both before and after any judgement) on the amount unpaid, at the rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest); and

12.1.2 withdraw any credit facility extended to the Customer and all of Speedy Freight’s
charges howsoever arising for Services performed up to such date shall thereupon be due for payment in full immediately.

13. Company’s Lien

13.1 Speedy Freight shall have a general lien on each and every Consignment within Speedy Freight’s possession in respect of its charges which either: (i) relate to that actual Consignment; or (ii) any other Consignment, for any monies due to Speedy Freight at any time. If the monies due are not paid within 14 days of the due date for payment, or within 14 days of such other terms of payment as may have been agreed between the Customer and Speedy Freight, under clause11.5, Speedy Freight may, without prejudice to its other rights and remedies against the Customer, exercise its lien and sell or otherwise dispose of all or any part of the Consignment and apply the proceeds thereof towards the monies outstanding and due to Speedy Freight, together with the expenses of sale and all reasonable storage charges pending sale or disposal of the Consignment.

13.2 Speedy Freight shall not be under any obligation to give advance notice to the Customer of its intention to exercise any rights under the general lien at clause 13.1. Whilst Speedy Freight will use a reasonably appropriate method of sale, it will not be liable for any inadequacy in the price received.

14. Speedy Parcels

14.1 Speedy Freight grants to the Customer a limited, non-exclusive, non-transferable, revocable right and licence, without the right to sublicense, to permit the Customer, via rights of access granted to the Customer’s Users, to access and use the Speedy Parcels solely for the Customer’s internal business operations. The grant of this right and licence is subject to the Customer’s compliance with these Conditions.

14.2 The Customer is responsible for all acts and omissions of each User and any and all use of the Speedy Parcels using each User’s access credentials.

14.3 The Customer shall not, and shall procure that each User does not:

14.3.1 except to the extent expressly permitted by these Conditions or lawfully permitted pursuant to applicable law, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Speedy Parcels in any form or media or by any means;

14.3.2 except to the extent expressly permitted by these Conditions or lawfully permitted pursuant to applicable law, attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Speedy Parcels; 14.3.3 store, access, publish, disseminate, distribute or transmit via the Speedy Parcels any material which:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation,
disability; or
(f) is otherwise illegal or causes damage or injury to any person or property;
(g) access all or any part of the Speedy Parcels in order to build a product or service
which competes with the Speedy Parcels;
(h) use the Speedy Parcels to provide services to third parties;
(i) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise
commercially exploit, or otherwise make the Speedy Parcels available to any third party except the Users; or
(j) attempt to obtain, or assist third parties in obtaining, access to the Speedy Parcels,
except in relation to the Users.

14.4 To enable Speedy Freight to provide the Speedy Parcels, the Customer grants to Speedy Freight a non-exclusive right and licence to copy, exploit, process, store, transmit and use the Customer Data solely to the extent necessary to provide the Services.

14.5 The Customer shall procure at its cost, install and maintain all required enabling software and third-party software required to access and use the Speedy Parcels. The Customer acknowledges that a failure to do so may impact its use of the Speedy Parcels.

14.6 Unless otherwise expressly set out in this agreement, Speedy Freight does not warrant that the Speedy Parcels is fit for the Customer’s purposes, is error free or uninterrupted, or is compatible with any hardware or software not notified to the Customer prior to its use of the Speedy Parcels. Speedy Freight shall not be liable for the transfer of data over communications facilities, including the internet, and any limitations, delays, and other problems inherent in the use of such communications facilities.

14.7 The Customer acknowledges and agrees that Speedy Freight and its licensors own all intellectual property rights in the Speedy Parcels. Except as expressly stated in these Conditions, these Conditions do not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Speedy Parcels.

14.8 Speedy Freight confirms that it has all the rights in relation to the Speedy Parcels that are necessary to grant all the rights it purports to grant under, and in accordance with, these Conditions.

14.9 The Speedy Parcels is designed to be available during normal business hours, subject to any emergency or scheduled maintenance. Scheduled maintenance shall be performed by Speedy Freight during the times notified to the Customer via email. Speedy Freight shall use reasonable endeavours to give the Customer advance notice of any emergency maintenance.

14.10 Speedy Freight shall not be responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet. The Customer acknowledges that the Speedy Parcels may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

14.11 Speedy Freight may, without prejudice to any other rights or remedies available to it, suspend the Customer’s access to, or use of, the Speedy Parcels immediately on notice to the Customer if:
(a) the Customer has failed to pay any amounts due to Speedy Freight for the Services;
(b) the Customer is otherwise in breach of its obligations under these Conditions;
(c) there is an attack on the Speedy Parcels or if Customer Data is accessed or manipulated by a third party without the Customer’s consent;
(d) Speedy Freight is required by applicable law to suspend the Customer’s access to, or use of, the Speedy Parcels; or
(e) Speedy Freight reasonably believes that the suspension of the Speedy Parcels is necessary to protect its infrastructure, network or the use of the Speedy Parcels by other customers because of a threat to the security, integrity or use of the Speedy Parcels.

14.12 Speedy Freight shall use reasonable endeavours to re-establish or permit access to the Speedy Parcels as soon as possible following Speedy Freight’s determination that the cause of the suspension has been resolved.

14.13 Speedy Freight shall have no liability whether under this agreement or at law to the Customer for any exercise of its rights pursuant to this clause 14.

15. Termination/Suspension of Account

15.1 Speedy Freight may withdraw any of the Services at any time and may also terminate or suspend the Customer’s account with immediate effect, without liability, in the following circumstances:

15.1.1 upon the Customer’s irremediable breach of any of these Conditions or, (where such a breach is capable of remedy) on failure to remedy any breach within three (3) days of being given written notice of such breach by Speedy Freight of any of these Conditions;

15.1.2 where the Customer has persistently made false claims in respect of Consignment volume, or Consignments persistently include Prohibited Goods;

15.1.3 where the Customer becomes the subject of a voluntary arrangement under section 1 of the Insolvency Act 1986; suspends or threatens to suspend or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income; has passed a resolution for its winding up; has a petition presented to any Court for its winding-up or for an administration order or anything analogous to any of the foregoing occurs to the Customer under the law of any jurisdiction;

15.1.4 where the Customer fails to pay his account in full on the due date for payment on two (2) or more consecutive occasions, or such other number of occasions as Speedy Freight deems unreasonable;

15.1.5 where Speedy Freight obtains judgment in a court or tribunal of competent jurisdiction against the Customer in respect of a debt or unpaid invoice;

15.1.6 where the Customer has in Speedy Freight’s reasonable opinion ceased or threatened to cease to trade or carry on business;

15.1.7 where an encumbrance takes possession of, or if any distrait, execution or other process is levied or enforced on any of the property or assets of the Customer;

15.1.8 where the behaviour of the Customer is not consistent with accepted business trading relations or where he does any act which brings the reputation or goodwill of Speedy Freight into disrepute or otherwise adversely affects trading connections with or the business of Speedy Freight.

15.2 On termination, all rights and obligations under these Conditions will automatically terminate with the exception of:

15.2.1 such rights of action as shall have accrued prior to the date of termination (including, but not limited to, any and all claims for any breach of any term, condition or undertaking contained in these Conditions); and

15.2.2 all obligations under these Conditions which are expressed to (or are by implication intended to) survive its termination and continue thereafter including (but not limited to) clauses 6, 8, 9, 11, 12, 13, 15, 16, 17; and

15.2.3 all Consignments then in transit shall continue to be subject to these Conditions; and

15.2.4 all sums then due and owing to Speedy Freight and which remain to be invoiced shall become immediately due.

16. Confidentiality

 

The Customer warrants that any information about the business of Speedy Freight or any of the Services, which may be provided to it or comes into its possession by any means, will not be passed to any other party whether orally, in writing, electronically or in any other form without the express permission of Speedy Freight.

17. General

17.1 Any obligation in these Conditions on the Customer not to do something includes an obligation not to agree, allow, permit or acquiesce to that thing being done.

17.2 The Customer may not assign or otherwise transfer all or any part of its rights or obligations under these Conditions without prior written consent of Speedy Freight but Speedy Freight may at any time, assign, transfer, charge, mortgage, subcontract, declare a trust of or deal in any other manner with all or any of its rights or obligations under these Conditions.

17.3 Except as otherwise provided in these Conditions, a person who is not a party to these Conditions shall not have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act 1999.

17.4 Nothing in these Conditions is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name of or on behalf of or otherwise to bind the other in any way.

17.5 No failure or delay by Speedy Freight to exercise any right or remedy provided under these Conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy by Speedy Freight shall preclude or restrict the further exercise of that or any other right or remedy.

17.6 Speedy Freight is not a common carrier and accepts Consignments only in accordance with the terms of these Conditions. Speedy Freight reserves the right (at its sole discretion) to refuse to carry any Consignments at any time.

17.7 Speedy Freight may vary these Conditions at any time with given written notice to the Customer.

17.8 If any clause or sub-clause of these Conditions shall be found to be unenforceable, the remaining conditions shall remain in full force and effect with any necessary consequential variations thereto.

17.9 These Conditions shall be governed by the law of England and the parties shall be subject to the exclusive jurisdiction of the English courts.