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 on the conditions set out below (the Conditions). No servant or agent of the Carrier is permitted to alter or vary these Conditions in any way unless expressly authorised to do so in writing by a Director of, Principal of, or Partner in the Carrier, or by another person separately authorised by such a person in writing. 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. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose, have agreed or incorporate, and to the exclusion of any terms which might be implied by trade, custom, practice or course of dealing. It is expressly stated to be the Customer’s responsibility to read and understand these Conditions which will form the basis of the Contract under which any claims or disputes are settled. Customers are recommended to take professional advice and must arrange adequate insurance to provide full cover for the Consignment, and any liabilities they may be under in respect of it, when the Consignment is in transit.

1.      Definitions

In these Conditions:

“Customer” means the person or company who contracts for the services of the Carrier, including any other carrier who gives a Consignment to the Carrier for carriage.

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

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

“Consignment” means goods — whether sent as 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 from one address to one address.

“Dangerous Goods” means those substances and articles the carriage of which are prohibited by the provisions of the European Agreement Concerning the International Carriage of Dangerous Goods by Road (ADR) as applied in the United Kingdom, or permitted to be carried only under the conditions prescribed therein, as well as all other substances and articles of a nature or having characteristics which represent a hazard or danger to persons or property, or which include any radioactive or explosive material.

“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 10(2)(c)

“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.      Parties and Sub-Contracting

(1) The Customer warrants that he is either the owner of the Consignment or is authorised by the owner to accept these Conditions on his behalf; and that he is similarly authorised by all those having a proprietary or possessory interest in the Consignment, to accept these Conditions on their 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 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 both for itself and also as agent of and trustee for its servants and agents and all other carriers referred to in (2) above, and also as agent of and trustee for 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 full benefit of the terms of this Contract, and collectively and together with the Carrier shall 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 has been or will be arranged by the Carrier solely as agent of the Customer, and any such carriage shall be subject to the conditions of the rail, shipping, inland waterway or air carrier contracted to carry the Consignment. The Carrier shall be under no liability whatsoever, howsoever caused, to any person for such carriage: Provided always 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.

3.      Dangerous Goods

If the Customer does not disclose in writing and in advance that a Consignment contains Dangerous Goods, the Carrier shall be entitled to rescind the Contract. If the Carrier agrees to accept for carriage any Dangerous Goods so disclosed then the Customer must arrange for and ensure that the Dangerous Goods are classified, packed, marked, labelled and documented in accordance with all applicable statutory regulations for the carriage by road of the substance declared.

4.      Loading and Unloading

(1) Unless otherwise agreed in writing the Customer will be responsible for the loading of goods onto the vehicle and will also be responsible for the Consignee unloading the goods off the vehicle. The Carrier will not be responsible for any loss or damage to the goods arising from loading the goods onto or unloading them off the vehicle, or from the overloading of the vehicle or from the unsafe loading of the vehicle, save for where it has been agreed that the Carrier will be responsible for the loading of goods onto the vehicle and/or unloading the goods off the vehicle. The Carrier may, at its sole discretion, through its servants and agents provide assistance in loading or unloading the goods if requested to do so by the Customer or the Consignee or the agents of either. Save for where it has been agreed that the Carrier shall be responsible for the loading and/or unloading of the goods from the vehicle, 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 are taking place, or as a result of how the vehicle has been loaded, unless such loss, damage, death or injury is attributable to the negligence of the Carrier, its agents or servants.

(2) 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, are well maintained and are only operated by personnel who have been suitably trained on the use of such equipment. The Customer will indemnify the Carrier against any and all consequences of failure of, misuse of or unsuitability of such equipment.

(3) 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.

(4) 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 or their servants or agents to provide service to an area which does not comply with Condition 4(3) above, whether or not against the recommendations of the Carrier or the Carrier’s personnel.

(5) 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, or where the Carrier has not been allowed reasonable opportunity to inspect a load which has been loaded by the Customer or the Consignee or their servants or agents.

(6) 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 and/or in relation to any equipment used in loading or unloading the The responsibility for carrying out such risk assessments shall be that of the Customer and not of the Carrier. The Carrier may refuse to enter any site which the Carrier, at the Carrier’s sole discretion, considers to be unsafe.

5.      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, including but not limited to information relating to the weight and contents of the Consignment, and the Customer will ensure that such information is complete and accurate in all material respects.

(4) The Customer shall, and shall procure that the Consignee shall, allow any employees or agents of the Carrier to access all welfare facilities available at their premises.

(5) 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 5(5); 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.

6.      Receipts

The Carrier shall, if so required, provide a document or electronic record prepared by the Customer or its agent acknowledging the receipt of the Consignment; but the burden of proving the condition of the Consignment and/or its nature, quantity, quality, or weight at the time of that receipt shall rest with the Customer. For the avoidance of doubt, the Customer shall not be entitled to withhold any of the Carrier’s Charges where such receipt has not been provided.

7.      Transit

(1)Unless otherwise agreed expressly between the parties, transit shall commence after the Consignment has left the premises from where the Consignment is collected.

(2)Transit shall (unless it has terminated earlier) end when the Consignment is tendered at the proper place of delivery at the Consignee’s address within the customary cartage hours of the district, provided that:

(a) if no safe and adequate access to that address exists, or if no safe and adequate unloading facilities exist there, then transit shall be deemed to end at the expiry of one clear day after notice (by letter, telephone, fax or email or other agreed method of communication) of the arrival of the Consignment at the premises has been sent to the Consignee or the Customer;

(b) when for any other reason whatsoever a Consignment cannot be delivered, or when a Consignment is held by the Carrier on instructions ‘to await order’ or ‘to be kept till called for’ or upon any like instructions, and no such order is given within a reasonable time, or the Consignment is not called for and removed within a reasonable time, then transit shall also be deemed to end at the expiry of that reasonable time.

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

8.      Undelivered or Unclaimed Consignments

Where either of the provisos to Condition 7(2) operate such that transit is deemed to have ended, the Carrier may sell the Consignment; and payment or tender of the proceeds of sale to the Customer, after deduction of all proper charges and expenses in relation thereto and of all outstanding charges in relation to the carriage and storage of the Consignment, shall discharge the Carrier from all liability in respect of such Consignment, its carriage and storage:

Provided that:

(1) the Carrier shall do what is reasonable to obtain a reasonable price for the Consignment; and

(2) the power of sale shall not be exercised where the name and address of the Customer or of the Consignee or of the owner of the Consignment or of any other person having any proprietary or possessory interest in it is known; unless the Carrier shall first have done what is reasonable in the circumstances to give notice to such persons that the Consignment will be sold unless within the time specified in that notice, being a reasonable time in the circumstances from the giving of such notice, the Consignment is taken away or instructions are given for its disposal.

9.      Carrier’s Charges

(1) The Carrier’s charges shall be payable by the Customer, without prejudice to any rights the Carrier may have against the Consignee, or any other person, to secure or obtain payment: Provided however that when any Consignment is consigned ‘carriage forward’ the Customer shall not be required to pay such charges unless the Consignee shall, within a reasonable period of demand for payment having been made aware of it, have failed to pay the Carrier’s charges.

(2) Charges shall be payable when due without deduction or deferment on account of any claim, counterclaim or set-off. If the Customer becomes insolvent, or any sums owed by the Customer to the Carrier become overdue for payment, all credit terms previously agreed shall be cancelled with immediate effect and all invoices and accounts issued by the Carrier shall be deemed due for immediate payment and all sums owing (whether due or not) shall thereupon become payable. The Late Payment of Commercial Debts (Interest) Act 1998, as amended, shall apply to all sums due from the Customer.

(3) The Carrier shall use reasonable endeavours to obtain a signed proof of delivery of the Consignment from the Consignee, unless otherwise agreed with the Customer. 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.

(4) In the event that the Carrier is liable for any physical loss, mis-delivery or damage to the Consignment in accordance with Condition 10, then the Carrier’s charges will not be payable by the Customer in respect of any part of the Consignment which was lost or damaged. For the avoidance of doubt, the Carrier’s charges will still be payable in respect of any part of the Consignment which was properly If the Customer requests redelivery of the Consignment the Carrier’s charges in respect of the redelivery shall be payable by the Customer.

(5) The Customer shall pay to the Carrier any storage charges incurred as a result of it exercising its lien in accordance with clause 15 below.

(6) If the Contract is cancelled at any time the Customer shall pay the Carrier all costs and expenses which the Carrier has incurred prior to such cancellation.

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 daily for completed 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

Cancellation Charges

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

Rebooks, Returns & Refusals

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

Additional Drops

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

10.     Liability for Loss and Damage

(1) The Customer shall be deemed to have elected to accept the terms set out in sub-clause (2) of this Condition 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, 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 servants, agents or sub-contractors.

(2) 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 comprised within 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 have been caused by the negligence of the Carrier, its servants, agents or sub-contractors;

(b) physical loss, mis-delivery of or damage to any goods of a type not covered by sub-clause (a) above comprised within the Consignment, unless the same has arisen from a Force Majeure Event.

(c) a “Force Majeure Event” shall mean any act(s), event(s), circumstance(s) or cause(s) the occurrence of which is beyond the reasonable control of the Carrier, including but not limited to:

(i)act of God, riot, civil commotion, strike, lockout, general or partial stoppage or restraint of labour from whatever cause, war, act of terrorism, seizure or forfeiture under legal process, restraint of government;

(ii) error, act, omission, mis-statement or misrepresentation by the Customer or the owner of the Consignment or by any servant or agent of either of them;

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

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

(v) insufficient or improper packaging, labelling or addressing, unless the Carrier has contracted to provide this service;

(vi) flood, storm, earthquake, pandemic, or epidemic;

(vii) fire resulting from an act or omission of the Customer or owner of the Consignment;

(viii) road congestion, delays incurred at any delivery location, delays incurred as a result of any act or omission of any third party or lack of delivery instructions from the Customer, vehicle breakdown;

(3) The Carrier shall not in any circumstances be liable for any loss or damage arising after transit is deemed to have ended within the meaning of Condition 7(2) hereof, 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.

11.      Fraud

The Carrier shall in no circumstances be liable in respect of a Consignment in relation to which there has been fraud on the part of the Customer, the Consignee or the owner of the Consignment, or their servants or agents, unless the Carrier or of any servant of the Carrier acting in the course of his employment has been complicit in that fraud.

12.      Limitation of Liability

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

(a) the value of the goods actually lost or mis-delivered, at the place they should have been delivered; or the amount by which damaged goods have been depreciated in value by reason of that damage; or

(b) the cost of replacing the goods actually lost or mis-delivered and/or reconditioning or repairing any damage to 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 their replacement cost to the owner at the commencement of the transit, and in all cases shall be taken to include any Customs and Excise duties or taxes paid or payable in respect of those goods when lost, mis-delivered or damaged:

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 shall be entitled to proof of the weight and value of the whole of the Consignment and of any part thereof lost, mis-delivered or damaged;

(iv) the Customer shall be entitled to give to the Carrier notice in writing, to be delivered at least seven days prior to commencement of transit, requesting that the £1,300 per tonne limit referred to in Condition 12(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, 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 type of loss, liability or damage 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 less, unless:

(a) at the time of entering into the Contract with the Carrier, the Customer declares to the Carrier a special interest in the avoidance of physical loss, mis-delivery or damage to the Consignment, and/or a special interest in delivery within a specified period, undertaking to pay such surcharge, referable to the declared value of that interest or those interests, as may be agreed with the Carrier, and

(b) at least 7 days prior to the commencement of transit the Customer has delivered to the Carrier confirmation in writing of the declared value of any special interest and of any agreed time limit, and of its agreement to pay the specified surcharge which it has agreed with the Carrier.

(3) The Carrier shall not be in breach of the Contract nor liable for any delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure results from a Force Majeure Event.

(4) The following types of loss or damage are wholly excluded, and will not under any circumstances be the subject of compensation by the Carrier:

(a) loss of profits;

(b) loss of sales or business;

(c) loss of agreements or contracts;

(d) loss of anticipated savings;

(e) loss of use of, or corruption of, software, data or information;

(f) loss of or damage to goodwill;

(g) indirect or consequential loss;

(h) any fine imposed on the Customer by the Consignee or its customer

13.      Indemnity to the Carrier

The Customer shall indemnify the Carrier against:

(1) all losses, liabilities and costs incurred by the Carrier (including but not limited to those incurred in connection with loss of or damage to the carrying vehicle or to other goods carried) as a result of any breach of these Conditions by the Customer or any party on whose behalf it has contracted, or by reason of any error, omission, mis-statement or misrepresentation by the Customer or owner of the Consignment or by any servant or agent of either of them, or by reason of insufficient or improper packing, labelling or addressing of the Consignment, or by reason of fraud on the part of the Customer, the Consignee or the owner of the Consignment, or their servants or agents (as referred to in Condition 11);

(2) all losses, liabilities and costs arising from claims and demands by whomsoever made and howsoever arising (including, for the avoidance of doubt, claims alleging negligence or conversion, or by M. Revenue and Customs in respect of dutiable goods, or arising out of the carriage of Dangerous Goods) in respect of any loss of or damage to, or in connection with, the Consignment in an amount exceeding the liability of the Carrier under these Conditions in respect of that loss or damage, whether or not that loss or damage was 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.

14.      Time Limits for Claims

(1) The Carrier shall not be liable for:

(a) physical loss of, mis- or non-delivery of, or physical damage to goods comprised within the Consignment unless advised thereof in writing, together with such evidence as may reasonably be required to prove that the physical loss of, mis- or non-delivery of, or physical damage to goods was caused by the Carrier, within seven days after the termination of transit or the date on which the transit should have terminated;

(b) any other type of loss unless advised thereof in writing within twenty-eight days after the termination of transit or the date on which the transit should have terminated.

Provided that if the Customer proves that,

(i) it was not reasonably possible for the Customer to advise the Carrier or make a claim in writing within the time limit applicable, and

(ii) such advice or claim was given or made within a reasonable time after the time at which it did become reasonably possible for the Customer to advise the Carrier or make a claim in writing,

the Carrier shall not have the benefit of the exclusion of liability afforded by this Condition.

(2) The Carrier shall in any event be discharged from all liability whatsoever and howsoever arising in respect of the Consignment unless legal proceedings are issued and notice in writing thereof given to the Carrier within one year of the date when transit commenced.

(3) In the computation of time where any period provided by these Conditions is seven days or less, Saturdays, Sundays and all statutory public holidays shall be excluded.

15.      Lien

(1) The Carrier shall have:

(a) a particular lien on the Consignment for all charges due to the Carrier for the carriage, storage and/or warehousing of the Consignment and for all other proper charges or expenses incurred in connection with the carriage of the Consignment, and

(b) a general lien on the Consignment for any sums overdue and unpaid by the Customer, by the owner of the Consignment or by any other person having any proprietary or possessory interest in it, by the Consignee, or by any agent of these persons, on any invoice, account or contract whatsoever.

If the Carrier exercises a lien, but appropriate payment is not made within 14 days after notice that the payment is due and has been given in accordance with Condition 9(2) above, the Carrier may sell the Consignment, or any part thereof, as agent for its owner and for those having a proprietary or possessory interest in it, and shall apply the proceeds towards any sums unpaid and towards the expenses of the retention, storage, insurance and sale of the Consignment and shall, upon accounting to the Customer for any balance remaining, be discharged from all liability whatsoever in respect of the Consignment.

(2) 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.

(3) 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 15(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.

16.      Unreasonable Detention

The Customer shall be liable to pay Demurrage, without prejudice to any rights that the Carrier may have against any other person in respect of any improper, excessive or unreasonable detention of any vehicle, trailer, container or other equipment belonging to or under the control of the Carrier.

17.     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.

18.      Law and Jurisdiction

Unless otherwise agreed in writing, the Contract and any dispute arising under it or in connection with it shall be governed by English law and each party irrevocably agrees that such dispute shall be subject to the exclusive jurisdiction of the English courts.

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 This agreement constituted the exclusive statement of the Company’s offer to Contractor to purchase the Services subject to these Terms and Conditions.

2.2 These Terms and Conditions shall apply to the Agreement to the exclusions of any additional or different terms and conditions stated by the Contractor in any quotation, confirmation of order , or other document.

2.3 Acceptance of this Agreement by the Contractor is strictly conditioned on acceptance of these Terms and Conditions

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, 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 The Company shall be entitled to reject any invoice from the Contractor which is submitted later than 180 days following the date of completion of the Services specified in any purchase order supplied by the Company, and the Company shall not be bound to pay the Fees as if the invoice had been submitted in accordance with the terms of this clause 8.

8.7 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.

8.8 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.

8.9 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.

8.10 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.

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

8.12 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.

8.13 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.

9.10 Notwithstanding anything to the contrary in this Agreement, or the Terms and Conditions, the Company’s total aggregate liability to the Contractor, including without limitation under the indemnity in Condition 9.6, shall not exceed the Fees payable to the Contractor for the Services, unless the liability arises out of or in relation to death or personal injury caused by the Company’s negligence, fraud or fraudulent misrepresentation or for any liability that cannot be excluded by law.

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.

18. GENERAL

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

18.2 This Agreement, the Terms and Conditions and the documents and information on the websited referred to, constitute the entire agreement between the Carrier and the Customer. The Contractor acknowledges that in agreeing to these Terms and Conditions it has not relied on any representation or undertaking, whether oral or in writing, save as expressly incorporated therein.

19. LAW AND JURISDICTION

19.1 Each party irrevocably agreed 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).

20. NOTICES

20.1 All notices under the Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.

20.2 Notices shall be deemed to have been duly given:

20.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or

20.2.2 when sent, if transmitted by e-mail and a return receipt is generated; or

20.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or

20.2.4 on the tenth business day following mailing, if mailed by airmail, postage prepaid.

In each case notices shall be addressed to the most recent address, e-mail address or facsimile number notified to the other Party.

21. SUCCESSORS AND ASSIGNEES

21.1 The Agreement shall be binding upon, and inure to the benefit of, the Parties and their respective successors and permitted assignees, and references to a Party in the Agreement shall include its successors and permitted assignees.

21.2 In these Terms and Conditions references to a Party include references to a person:

21.2.1 who for the time being is entitled (by assignment, novation or otherwise) to that Party’s rights under these Terms and Conditions (or any interest in those rights); or

21.2.2 who, as administrator, liquidator or otherwise, is entitled to exercise those rights,

and in particular those references include a person to whom those rights (or any interest in those rights) are transferred or pass as a result of a merger, division, reconstruction or other reorganisation involving that Party.  For this purpose, references to a Party’s rights under these Terms and Conditions include any similar rights to which another person becomes entitled as a result of a novation of the Agreement.

22. NATURE OF THE AGREEMENT

22.1 The Agreement is personal to the Parties and neither Party may assign, mortgage or charge (otherwise than by floating charge) or sub-license any of its rights hereunder, or sub-contract or otherwise delegate any of its obligations hereunder, except with the written consent of the other Party, such consent not to be unreasonably withheld.

22.2 Notwithstanding the provisions of Clause 20.1, the Company may assign the Agreement to any acquirer of all or of substantially all of the Company’s equity securities, assets or business relating to the subject matter of the Agreement or to any entity controlled by, that controls, or is under common control with the Company.

22.3  The Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.

22.4  Each Party acknowledges that, in entering into the Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in these Terms and Conditions, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

22.5  No failure or delay by either Party in exercising any of its rights under the Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

22.6  In the event that the Contractor seeks to apply terms and conditions upon any agreement with the Company which conflict with the terms and conditions herein contained, these Terms and Conditions will prevail.

23. THIRD PARTIES

A person who is not a Party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement but this does not affect any right or remedy of a third party which exists or is available apart from such Act.

24.  LAW AND JURISDICTION

24.1  The Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

24.2  Any dispute, controversy, proceedings or claim between the Parties relating to the Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.

SCHEDULE 1

The Contractor will at all times when engaged in work for the Company comply, and ensure that all of its employees so engaged, with the following Code of Conduct.

• Whilst in transit, the load should be locked in the cargo compartment, and all access to the load area secured with all windows secured, at all times.
• No loaded vehicle should be left unattended at any time save and except where the Services involve a multi drop.
• If the Services involve a multi drop, the vehicle must be left only if it is fully locked and secured.
• The Contractor must ensure that Goods are appropriately packed and restrained at all times throughout the journey.
• No item may be left unattended and a signature must be obtained for all deliveries.
• All items must be delivered to the individual named on the load sheet or to a properly authorised person at the designated delivery address. No item may be handed to anyone other than the correct recipient.
• No item left in the care of a Contractor may be stored, overnight, in any vehicle unless it is securely locked inside a fully secured area.
• The Contractor and all its employees must, at all times, carry out the Services in a polite and friendly manner and not so as to bring the name of the Company into disrepute.
• All written documents completed by the Contractor or its employees must be completed completely and in a legible manner.
• The Contractor’s vehicle and all persons involved in providing the Services will, at all times, be clean, tidy and properly attired.
• The Contractor and all its employees must, at all times wear appropriate Personal Protective Equipment when carrying out the Services.

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 (UK Warehousing Association) 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 EXCLUDES THE COMPANY’S LIABILITY FOR SOME ASPECTS OF LOSS AND LIMITS IT FOR THE REMAINDER, WITH TIME LIMITS FOR CLAIMS. PLEASE READ IT CAREFULLY.

The Customer must insure the Goods. The Company does not insure Goods or underwrite their value and may not know their nature or value; the rates charged reflect this. The exclusion and 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 by the Company, its 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 by the Company 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. Unless the contract between the parties provides otherwise, the Company is not responsible for loading or unloading the Goods but 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, and limited to, 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. Cat A: 50,001-100,000 sq ft Membership No: 51160 Company: Puro Ventures Ltd t/a Speedy Freight

1.4. The Company’s duty is to the Customer only and not to any third party. Any advice given is only guidance and 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.

1.7. Except to the extent stipulated by the contract between the parties, the Company shall not be required to have any particular resource or configuration of security or surveillance devices on or around its premises. Cameras and other surveillance devices are for the purposes of record keeping only and the Company shall not be required to have them contemporaneously or regularly monitored.

1.8. Except to the extent expressly agreed between the parties, the Company is not responsible for stock rotation or consolidation in respect of Goods, and it is for the Customer to request specific action in writing and to pay the Company’s charges for it.

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 on demand indemnify the Company against all duties, taxes, excise, customs and any other 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 The Goods will be delivered to the Company, and will remain, in a condition where they can be safely handled, stored or carried by the Company and the carrier of any despatch by the Company; and safely handled, stored or used by the consignee. Except to the extent previously notified in detail to, and accepted by, the Company in writing none of the Goods: are or may become or be deemed to be, (actually or potentially) hazardous, deleterious, contaminating or contaminated; may cause pollution of the environment, damage to property or other items or substances or harm to human health if they or any emanation 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 possession, care or control of the Company constitute Waste. This provision applies whether or not the Company has inspected the Goods or opened any packaging.

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 timely, correct and complete. The Customer will provide promptly any documentation, instructions or information which is relevant to the Goods, to any interest in them, to any services provided or to be provided by the Company, or to any actual or anticipated obligation of the Company related to either the Goods or the Customer. It will do so when, and in a format, reasonably requested by or on behalf of the Company; and in any case promptly on its own initiative when it becomes aware of any such thing material to the interests of the Company.

2.1.9 The Customer will be responsible for instructing the Company in writing on the order of stock removals and other specific action and the Company shall be entitled to charge for such work.

2.1.10 The Customer will not without the informed prior written consent of the Company consign Goods to the Company (or procure it) in circumstances where the Company may be held or deemed to have placed them on the market for the purposes of the General Product Safety Regulations 2005 or equivalent legislation.

2.2 The Customer will indemnify the Company against any expense, loss, claim 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 to the Company or any other person or under the law; or to the Customer’s insolvency, or complying with the instructions of a competent authority in respect of the Goods, or which arises from the application of general average; 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, INDEMNITIES, AND THE COMPANY’S LIABILITY

3.1 Unless expressly agreed, the Company does not insure the Goods and the Customer shall 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 pursuant to 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, business interruption, wasted expenditure, liquidated damages, or indirect or consequential loss; whoever may suffer or incur it.

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 nominate the Limit as an amount (in Sterling, US Dollars or Euros) per tonne weight of the Goods by notice in writing stating the Limit it seeks 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 thereafter for the period in which the nomination, and insurance to cover the Limit nominated, remains in effect. Unless (and until the day after) the Date is reached, 3.5.4 shall apply. The nomination shall cease to have effect in relation to Goods where the Company’s lien is enforced over them or notice has been given by the Company to remove them under Condition 7 but has not been complied with, or the Customer gives notice in writing to that effect. Where the Company chooses to carry the further risk itself pursuant to 3.5.2, it may give 14 days notice in writing that the nominated Limit will cease to be in effect.

3.5.2. The Company will make reasonable efforts to obtain insurance on reasonable terms to cover its liability up to the Limit nominated by the Customer, unless it chooses to bear the risk without further insurance cover. It is a condition of the contract that the Customer pays within 7 days of receiving it or them the Company’s invoice(s) 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 to reflect its evaluation of the risk thus incurred.

3.5.3 If the Company obtains or extends insurance under 3.5.1 / 3.5.2 but the insurer does not pay the whole of a claim for a reason not arising directly and substantially from an act or default of the Company, then subject to 3.5.4 and 3.8, the Company’s liability will be the greater of the gross amount actually paid by the insurer in respect of the claim or a Limit of £100 sterling per tonne,

3.5.4 Unless and until a higher Limit has been fixed under Condition 3.5.1 / 3.5.2 and continues in effect, or in any circumstances relating to Goods held under lien or which have not been removed in breach of Condition 7, the Limit shall be £100 sterling per tonne.

3.5.5 Where Loss does not relate directly to Goods (for example alleged negligent advice or data protection irregularities) the Limit applicable shall be £1000 per incident or series of connected incidents; but the Company does not limit or exclude direct liability for death or personal injury caused by its own act or default or that of its employees or agents.

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 be discharged from all liability 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 Without prejudice to 3.7.1, the Company shall be discharged from all liability for any claim unless any legal proceedings (including any counterclaim) against the Company relating to the claim 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.

3.9 Any degree of performance by the Company of its obligations shall negate any allegation that it is refusing to perform them.

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

3.11 Without prejudice to Condition 3.10, if an Additional Party pays or is liable to make a payment to an Interested Party in connection with a claim for Loss, that Interested Party will fully indemnify the Company against any claim made by the Additional Party (including inter alia all costs and expenses) 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.

VARIATION IN LOCATION AND SUB-CONTRACTING

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. Where the place at which Goods are to be handled or stored has been designated, the Company may if reasonable to do so vary such place, so long as the substitute place is of at least comparable quality. However, except where urgent the Company will obtain the Customer’s consent (not to be unreasonably withheld or delayed) before storage is subcontracted or the designated place of storage is varied and will notify the Customer of the location of the Goods.

4.2 Where the Company provides carriage, it is entitled to hold Goods overnight or temporarily, or (where appropriate) consolidate or split them, at such interim destination as it chooses before the Goods are received into any designated store.

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, will pay the Company’s charges for the period after the effective date and the Company agrees in writing to the transfer. 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 as security for amounts payable to the Company referable to periods before and after the effective date of the transfer.

CHARGES, PAYMENTS AND LIEN

6.1 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 otherwise. 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.

6.2 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 refused.

6.3 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.

6.4 Interest shall be paid on money overdue to the Company at the rate of 1.5% for each calendar month during all or part of which it is overdue.

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. The Company does not insure Goods detained under lien. Where Goods are held by the Company’s subcontractor or agent that constitutes possession and control by the Company for the purposes of any lien asserted by the Company.

REMOVAL AND DISPOSAL OF GOODS

7.1 The Goods shall be removed by the Customer at the time agreed between the parties. Removal of Goods at the request of the Customer is subject to the availability to the Company of staff, equipment and relevant capacity without incurring additional cost or causing disruption to the Company’s normal operations. 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 and the Company shall be entitled to take any action it considers expedient to deal with perishable, deleterious or hazardous Goods or in case of urgency. 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. 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, war, epidemic or pandemic, governmental, regulatory or quasi-governmental action directive or restriction, 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 or on behalf of the Customer or consignees of the Goods.

9.3 The Company will process personal data in accordance with the Customer’s written 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 as sub-processor (which shall be subject to an equivalent level of protection for data as applies to the Company) for the provision of the Company’s services to the Customer, and also share data with any government, regulatory or statutory authority where legally required.

9.4 Subject to the provisions of this clause and applicable legislation, the Company and the Customer shall each use reasonable endeavours to 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 (including inter alia the cost of taking advice) 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 in a timely manner 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 (including inter alia the cost of taking advice) which the Company may incur in connection with the Transferee’s failure to comply in a timely manner 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 a delivery note on behalf of a Customer or its consignee or a carrier engaged by or on behalf of either 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 assert or enforce its rights shall not be a waiver of them. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. Nothing done or stated by the Company (other than to the extent specifically expressed in writing by the Company) shall constitute a waiver of the Company’s rights under Conditions 6 and 7.

11.7 The intellectual property rights in designs, software or other works created by or on behalf of the Company shall be and remain the property of the Company. That is the case whether or not the Customer or other party has paid the costs of origination or development, but in such circumstances the Customer shall have a non-assignable licence to use it for its own purposes in the performance of the contract with the Company for so long as the contract continues.

GOVERNING LAW

12. In the contract between them the Company and the Customer may agree and specify the country or jurisdiction whose laws shall apply to it and whose courts shall have jurisdiction in resolving disputes arising in connection with it or relating to Goods. In the absence of such agreement or in case of uncertainty, the law of England shall apply and disputes will be 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 UKWA Member trading under these Conditions, or agreeing to provide, or providing, services and/or items whether under a contract or otherwise.

“Customer” means any person or entity requesting or receiving services and/or items supplied (or to be supplied) by or on behalf of the Company; and also the principal of any agent making such a request.

“Date” means the latest of (1) the date on which the insurance cover referred to in 3.5.2 comes into force; (2) the date on which the Company notifies the Customer in writing that it has chosen to carry the risk of the nominated Limit without insurance to that level; and (3) the date on which the Company’s invoice rendered under 3.5.2 is paid in cleared funds

“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 (excluding the Company). Any obligation of the Interested Party is borne jointly and severally if more than one entity.

“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 of any kind, theft, destruction, damage, unavailability, stock shortage, actual or deemed contamination, deterioration, delay, nondelivery, mis-delivery, unauthorised delivery, non-compliance with or breach of instructions or obligations, deviation from bailment, 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; any event giving rise to any liability of an Interested Party to any other person or authority; and anything else giving rise to liability of the Company in connection with services or items provided or to be provided by it.

“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 previously 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

“UKWA Member” means any person or entity who is or was a member of UKWA when any relevant agreement is or was entered into, or when any relevant matter or event occurs or occurred. “Waste” bears its general meaning and also includes

“Waste” and “Directive Waste” as defined legislatively.