means the Company's agent or a sub-contractor whose services the Company engages or makes use of to perform the whole or any part of the Service which are the subject of this Contract ("Subcontractor") together with their respective agents and sub-contractors;
means Global Mailing Ltd, company registration number 2643990;
means these terms and conditions as amended from time to time in accordance with clause 2.2;
means any goods documents and items including separate units thereof in the control of a Carrier in respect of which the Company has agreed to perform the Service;
means each separate contract that is formed between the Company and the Customer at the Time of Acceptance of each Consignment and which shall incorporate these Conditions;
means any person firm or company acting in the course of a business entering into an agreement with the Company for the provision of the Service;
means substances which are classified as dangerous for transportation both nationally and internationally under the United Nations Dangerous Goods Code and any prohibited goods including: (a) any consignment containing a substance to which the Carriage of Dangerous Goods by Road Regulations 1996 (CDG Road) or any statutory modification or re-enactment for the time being in force apply; (b) explosives including substances classified in Division 1.4 in Compatibility Group S as such terms are used in the Road Traffic (Carriage of Explosives) Regulations 1989 or any statutory modification or re-enactment for the time being in force; (c) radioactive material; (d) any other substances presenting a similar hazard to the above; (e) livestock and any other living creatures; (f) property the carriage of which is prohibited by any law, regulation or statute of any federal, state or local government of any country from, to or through which any shipment may be carried; (g) controlled drugs; (h) for any consignment which is to be carried by air any substance which is forbidden to be carried on a cargo aircraft by the regulations of the International Air Transport Association (IATA); (i) for any consignment which is to be carried by sea any substance which is forbidden to be carried by the regulations of the International Maritime Dangerous Goods Code (IMDG);
means acceptance of the Customer's Consignment to be processed for delivery by the Company; and
"Time of Acceptance"
means the time when the Consignment is collected by the Carrier.
2.1 All Contracts are accepted by the Company only upon these Conditions.
2.2 No servant, agent or Sub-Contractor of the Company has authority to waive, vary or alter these Conditions in any way save that a Director of the Company is so authorised, provided that such waiver or alteration is evidenced in writing signed by such Director.
2.3 No terms or conditions endorsed upon, delivered with or contained in the Customer's purchase order, confirmation of order, specification or other document or implied by trade, custom practice or course of dealing will form part of the Contract.
2.4 The Contract constitutes the entire agreement between the Company and the Customer and the Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract.
3. DELIVERY AND UNLOADING
3.1 The Consignment accepted by the Company for carriage may be carried by such Carrier as the Company sees fit and by such means of transport and by such route as the Carrier thinks fit and these Conditions shall apply to whatever means or routes by which the Consignments are carried.
3.2 The Company may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any Carrier or other third party agent.
3.3 The Company shall use all reasonable endeavours to meet the delivery dates and times, but any such dates and times shall be estimates only based on the Carrier's standard transit times and time shall not be of the essence for performance of the Service.
3.4 No order placed by the Customer shall be deemed to be accepted by the Company until the Time of Acceptance.
4. DANGEROUS GOODS
4.1 Nothing in these Conditions shall oblige the Company to accept Dangerous Goods for carriage.
4.2 If the Dangerous Goods are accepted by the Company the nature of the Dangerous Goods must be fully disclosed by the Customer to the Company at the time of placing an order and if the Carrier agrees to accept the same for carriage they must be properly classified, packed and labelled in accordance with the applicable statutory legislation and regulations for the carriage by road of the Dangerous Goods declared by the Customer ("Special Packaging") and at the Customer's expense.
4.3 Instructions in writing in the manner required by the European Agreement Concerning the International Carriage of Dangerous Goods by Road or other relevant statutory provisions must be provided by the Customer in respect of the Dangerous Goods and must accompany the Consignment.
5.1 Every Consignment and part of a Consignment shall, as a minimum, be addressed and labelled by the Customer in accordance with the Company's requirements as notified to the Customer from time to time. The Company shall not be liable for delay in the forwarding or delivery of Consignments resulting from the Customers' failure to comply with its obligations in this respect.
5.2 The packaging of Consignments (including those which require Special Packaging pursuant to clause 4) is the Customer's responsibility and shall include the placing of Consignments in any container which may be supplied to the Customer by the Company or the Carrier.
5.3 The Company accepts no responsibility for loss or damage to a Consignment caused by inadequate or inappropriate packaging or Special Packaging.
5.4 The Company reserves the right to inspect Consignments to ensure that their contents are capable of carriage to the countries of destination within the standard operating procedures, customs declaration and handling methods of the Company. In making this reservation the Company does not warrant that any particular item to be carried is capable of carriage and delivery without infringing the laws of any country or state from, to or through which the item may be carried.
5.5 The Customer is responsible for ensuring at its own cost:
5.5.1 that all packaging requirements (including any Special Packaging requirements) and any laws of any country or state from, to or through which the Consignment may be carried are complied with; and
5.5.2 that all necessary export and import licences where required are obtained.
5.6 The Customer warrants that the carriage and/or storage of the Consignment will not be illegal or in breach of the relevant laws of any country or state from, to or through which the Consignment may be carried.
6.1 Unless otherwise agreed in writing by a director of the Company, payment in full in respect of the Service supplied shall be due within seven days of the date of the invoice rendered to the Customer ("Due Date"), in full and in cleared funds to the Company.
6.2 All amounts payable by the Customer are exclusive of amounts in respect of value added tax chargeable for the time being ("VAT") and upon the Customer receiving a valid VAT invoice, the Customer shall pay the Company such additional amounts in respect of VAT as are chargeable on the Service.
6.3 Time for payment shall be of the essence and if the Customer fails to pay the Company any sum by the Due Date, the Company shall, without limiting its other rights or remedies, have the right to suspend performance of the Service until full payment of the invoice is received and charge interest on the overdue sum from the Due Date at the annual rate of four per cent above the base lending rate from time to time of Lloyds TSB Bank plc, accruing on a daily basis until payment is made, whether before or after any judgment. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
6.4 The Customer shall make all payments by the Due Date without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise, except as required by law.
6.5 The Company shall have a lien on all Consignments in the Carrier's possession which are the property of the Customer to secure the payment by the Customer of all sums due from the Customer to the Company.
7. LIMITATION OF LIABILITY – THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
7.1 The following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and Sub Contractors and the Carrier) to the Customer in respect of:
7.1.1 any breach of these Conditions; and
7.1.2 any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
7.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
7.3 Nothing in these Conditions excludes or limits the liability of the Company for death or personal injury caused by the Company's negligence, fraud or fraudulent misrepresentation.
7.4 Subject to clauses 7.2 and 7.3:
7.4.1 the Company's maximum total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the Contract shall not exceed in aggregate the original VAT exclusive price paid for the Service;
7.4.2 the Company shall not be liable to the Customer for (i) any loss of profits, (ii) loss of business or business opportunity, (iii) loss of revenue, (iv) depletion of goodwill or injury to reputation, (v) loss of anticipated savings, (vi) loss of or damage to data, (vii) loss which could have been avoided the Customer through reasonable conduct or the Customer taking reasonable precautions, (viii) losses resulting from delays to a loss of production or otherwise, costs, expenses or any other indirect consequential loss which arise out of or in connection with the Contract.
7.5 The Company shall not be responsible or liable for the services supplied by the Carriers, including but not limited to, Royal Mail, or any other chosen Carrier.
7.6 The Consignment shall always be at the Customer's risk and it is the responsibility of the Customer to ensure that he has in place adequate insurance against all risks.
7.7 The Customer acknowledges and agrees that the limitations of liability referred to in this clause 7 are fair and reasonable having full regard to the extent of Company’s responsibility for any loss or damage suffered.
7.8 This clause 7 shall survive termination of the Contract.
8. INDEMNITY TO THE COMPANY – THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
8.1 The Customer shall indemnify, defend and hold harmless the Company from and against all losses, claims, demands, proceedings, fines, penalties, damages, costs and expenses including:
8.1.1 loss of or damage to the Carrier's carrying vehicle and to other goods arising out of a breach of these Conditions by the Customer;
8.1.2 any error, omission, mis-statement or mis-representation (whether negligent or otherwise) by the Customer or other owner of the Consignment or by any servant or agent of either of them;
8.1.3 insufficient or improper performance of its obligations set out at clause 4 and clause 5 of this agreement including those relating to packaging (including Special Packaging), labelling and addressing of the Consignments by the Customer;
8.1.4 the Customer's fraud;
8.1.5 all claims and demands whatever by whomsoever against the Company which would cause liability of the Company to exceed that specified at clause 7.4.1 of these Conditions;
8.1.6 loss of or damage to the Company's property caused by or arising out of the carriage by the Carrier of the Customer's Dangerous Goods whether or not declared by the Customer as such;
8.1.7 all claims made upon the Company by H.M. Revenue and Customs or any other relevant authority in respect of dutiable goods consigned in bond whether or not transit has ended or been suspended.
8.2 This clause 8 shall survive termination of the Contract.
9. FORCE MAJEURE
The Company shall be excused from liability if performance of the Contract is prevented delayed or hindered by any cause whatsoever beyond the Company's control including, without limitation Act of God, War, Government Control, restrictions or prohibitions or any other Government act or omission whether local or national, fire, subsidence. Sabotage, accident, strike or lock-out, national emergency, riot, civil commotion, explosion, flood, epidemic, or restraints or delays affecting Carriers and shall not be liable for any loss or damage resulting from any such circumstances.
10.1 If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
10.2 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
11. GOVERNING LAW AND JURISDICTION
11.1 This Agreement shall be governed by and construed in accordance with the law of England.
11.2 Each party irrevocably agrees to submit to the exclusive jurisdiction of the courts of England over any claim or matter arising under or in connection with this Agreement or the legal relationships established by this Agreement.
12. THE CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
A person who is not a party to this agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
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