THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO CONDITIONS 9 AND 10

1.  Definitions

In these conditions (Conditions) the following expressions shall bear the following meanings:

Agreed Delivery Address: the address of the Consignee specified on the Consignment or such other address as may be otherwise specified by the Consignee for the delivery of the Consignment and agreed by the Supplier;

Consignment:in the case of Courier Services, item(s) sent at one time by or for a Customer pursuant to an Order for Courier Services and, in the case of Storage Services, items received by the Supplier pursuant to an Order for Storage Services;

Contract:the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions;

Consignee: the party (which may include the Customer) to whom a Consignment is addressed;

Courier Services:services relating to the transport of a Consignment(s) ordered by the Customer pursuant to an Order;

Customer:the person or firm who purchases Services from the Supplier;

Excluded Items: any of the following-

(a)    items which are in the Supplier’s sole opinion dangerous goods including (but not limited) to any item or substance which is classified as dangerous for transport under The Carriage of Dangerous Goods and Use of Transportable Pressure Equipment Regulations 2009 (as amended and re-enacted from time to time),the International Air Transport Association Dangerous Goods Regulations (as amended from time to time) or under any other applicable national or international legislation applicable to the relevant mode of transport in force from time to time;

(b)   items which although not included in (a) above are of a similar nature (including but not limited to radioactive, explosive, inflammable, toxic, corrosive, noxious or dangerous items);

(c)    glass, china and fragile items unless suitably and securely packaged;

(d)    meat, fish, fruit, vegetables and any other perishable commodities; and

(e)    any liquid and obscene or pornographic material.

Order: the Customer’s order for Services as set out in the Customer’s purchase order form or the Customer’s acceptance of the Supplier’s offer of Services, as the case may be;

Sender: the party (which may include the Customer) from whom a Consignment is sent;

Services: Courier Services or Storage Services (as the case may be) and any other services which the Customer requests and the Supplier agrees to provide;

Storage Services: services relating to the storage of Stored Items ordered by the Customer pursuant to an Order;

Stored Items: items stored by the Supplier at the Customer’s request pursuant to an Order for Storage Services;

Subcontractor: any person or firm to whom any of the Services are sub-contracted pursuant to Condition 2.7;

Supplier: Handdels Limited whose registered address is at 14 Maylands Business Centre, Redbourn Road, Hemel Hempstead, Hertfordshire. HP2 7ES and any Subcontractor(s) involved in the performance of the Services.

2.  Basis of contract

2.1      The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions. The Supplier is not and does not contract as a common carrier and any Consignment accepted for transit or storage is accepted upon these Conditions to the exclusion of any terms or conditions of the Customer.

2.2      Presentation of the Consignment by the Sender to the Supplier for delivery to the Consignee or presentation of the Consignment to the Supplier for storage, shall be conclusive evidence of the Customer’s acceptance of these Conditions in relation to the Consignment.

2.3      The Order shall only be deemed to be accepted when the Supplier accepts the Order at which point and on which date the Contract shall come into existence.

2.4      Any quotation given in any Supplier’s offer of Services is open for acceptance by the Customer for a period of one hour from the time it is given (or such other period as the Supplier may specify) unless previously withdrawn by the Supplier.

2.5      The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.

2.6      These Conditions shall not be overridden or varied or added to except by express agreement in writing between the Customer and a representative of the Supplier having the express written authority to do so.

2.7      The Supplier may sub-contract all or any of the Services to any person or firm who may themselves sub-contract all or any of those Services to any person or firm

2.8      The Supplier enters into the Contract on behalf of itself and its Subcontractors and their respective employees and agents, each of whom shall be entitled to the benefit of the Contract.  

3.  Customer Obligations

3.1      The Customer warrants that it is either the owner of any items contained in the Consignment, or is authorised by that owner to accept the Contract (including, without limitation, these Conditions) on that owner's behalf. Should the owner of those items dispute that the Customer had the owner's authority to submit those items for carriage or storage in accordance with the Contract, the Customer shall indemnify the Supplier against any claim made upon it by the owner, or any person having an interest in those items.

3.2      The Customer:

3.2.1   undertakes to inform the Supplier in writing at or before the time of Order of (a) any Excluded Items contained in a Consignment; (b) any particular fragility or vulnerability of items contained in a Consignment; and (c) if requested by the Supplier to do so, the contents of a Consignment;

3.2.2   recognises the right of competent legal authorities (including customs authorities in relation to international deliveries) to inspect the Consignment and to instruct the Supplier or its Subcontractor to open the Consignment for examination and neither the Supplier nor any Subcontractor shall incur any liability of any kind as a result of any such inspection opening or examination;

3.2.3   undertakes to ensure that-

           (a) Consignments are appropriately packaged, labelled and addressed;

           (b) if the Customer describes the contents of a Consignment as “documents”, such description is appropriate and accords with all relevant international and national laws; and

           (c) if the Supplier agrees to accept a Consignment containing any Excluded Items, it shall be accompanied by a full and accurate declaration of the nature and contents of that Consignment together with (in the case of dangerous goods) any transport emergency card that is required by law for the transport of those goods and is properly and safely packed and labelled in accordance with all relevant statutory regulations for the time being in force and good industry practice;

3.2.4   undertakes to comply with all relevant national and international laws and the directions of all relevant authorities in connection with the nature or content of each Consignment;

3.2.5   Shall co-operate with the Supplier in all matters relating to the Services and shall provide the Supplier in a timely manner with all such information as the Supplier may require in relation to the Services in a recognisable format and shall ensure that it is accurate in all material respects.

3.3      The Customer shall indemnify the Supplier and any Subcontractor(s) and their respective employees and agents in respect of:

3.3.1   Any breach by the Customer of the undertakings set out in Condition 3.2;

3.3.2   Any loss, damage or injury however caused arising out of the transport or storage by the Supplier and/or any Subcontractor(s) of any Excluded Items (whether knowingly accepted by the Supplier for transport/storage or not); and

3.3.2   All claims or demands made in connection with the performance of the Services by the owner of any items contained in a Consignment or any other third party. 

3.4      The indemnity contained in Condition 3.3 shall not be impaired by any inadvertent acceptance by the Supplier of any item that contravenes the Customer’s obligations under this Condition 3 or any other term of these Conditions.

4.  Courier Services: Loading, Unloading and Passengers

4.1      The Supplier shall deliver the Consignment to the Agreed Delivery Address.  Any assistance given by the Supplier or any Subcontractor(s) beyond the Agreed Delivery Address shall be at the Customer’s risk and the Customer shall indemnify the Supplier and any Subcontractor(s) and their respective employees and agents in respect of any loss, damage, injury, claim or demand which would not have occurred if such assistance had not been given.

4.2      Where the Supplier is, without prior arrangement in writing with the Customer, called upon to load or unload a Consignment which, in the opinion of the Supplier or any Subcontractor(s), requires a special appliance(s) for loading or unloading, neither the Supplier nor any Subcontractor(s) shall be under any liability whatsoever to the Customer for any damage however caused and the Customer shall indemnify the Supplier and any Subcontractor(s) and their respective employees and agents in respect of any loss, damage, injury, claim or demand which would not have occurred if such special appliance(s) had not been used.

4.3      The Customer is not entitled to require a Consignment to be accompanied and the Supplier shall not in any circumstances carry any passenger.

5.  Courier Services: Documents Acknowledging Receipt

           The Supplier shall, if so required by the Sender, sign a document prepared by the Sender acknowledging the receipt of a Consignment.  No such document shall be evidence of the condition of the items contained in a Consignment or the accuracy of any declared nature, quantity or weight of a Consignment.

6.  Courier Services: Transit

6.1      Transit shall commence when the Consignment is received by the Supplier.

6.2      Unless otherwise previously agreed in writing, transit shall end when the Consignment is delivered to the Agreed Delivery Address, provided that:

           (a) if no safe or adequate access or loading facilities are available at the Agreed Delivery Address, transit shall be deemed to end one hour after notice of the arrival of the Consignment at the  Agreed Delivery Address has been communicated to the ­ Consignee (or if the - Consignee is unavailable, the Sender) by telephone or otherwise;

           (b) if for any reason a Consignment is held by the Supplier 'to await order' or 'to be kept until called for' or on any similar instruction and instructions are not given or the Consignment is not called for and removed within one calendar day, transit shall be deemed to end; and storage may be charged.

           (c) If for any reason the Supplier is unable to deliver a Consignment due to any failure on the part of the Customer or Consignee, transit shall be deemed to end and storage charges may be applied.

6.3      Subject to the limitations on liability contained in these Conditions, a Consignment shall be at the Supplier’s risk during transit.  At all other times, the Consignment shall be at the Customer’s risk.

6.4      Unless expressly specified otherwise in writing at the time of the Order the Supplier shall endeavour to deliver the Consignment to the  Agreed Delivery Address but not necessarily by personal delivery to the Consignee or any other named party specified on the Consignment and the Supplier may:

6.4.1   effect physical delivery of the Consignment at the delivery address Agreeed Delivery Address by presenting the same to any person claiming to be authorised or competent to accept the Consignment on behalf of the  Consignee, or

6.4.2   Leave the Consignment at any place at the Agreed Delivery Address as may appear to it to be intended or suitable for that purpose,
and delivery in accordance with the foregoing shall in favour of the Supplier as against the Customer constitute sufficient performance of the Supplier’s delivery obligation under the Contract unless otherwise specifically instructed in writing by the Customer

6.5      The Supplier may (but is not obliged to) require an acknowledgement of the delivery of the Consignment to be given at the point of delivery and any such receipt, if given by a person claiming to be authorised or competent to accept the Consignment, shall in favour of the Supplier against the Customer and the Consignee constitute a good receipt and shall be conclusive evidence of proper delivery of the Consignment pursuant to the Contract.

7.  Courier Services: Undelivered or Unclaimed Items

           Where the Supplier is unable for any reason to deliver a Consignment to the Consignee within seven calendar days, the Supplier may sell the items contained in the Consignment and payment or tender of the proceeds of sale, after deduction of all proper charges and expenses relating thereto and all outstanding charges due to the Supplier, shall (without prejudice to any claim or right which the Customer may have against the Supplier otherwise arising under these Conditions) discharge the Supplier from all liability in respect of the Consignment and its storage, provided that:

           (a) The Supplier shall do what is reasonable to obtain the value of the Consignment; and

           (b) The power of sale shall not be exercised where the name and address or telephone number of the Sender or the Consignee is known unless the Supplier shall have done what is reasonable in the circumstances to give notice to the Sender or the Consignee.

8.  Supplier's Charges

8.1      The Supplier's charges are as set out in the tariff card provided by the Supplier to the Customer (as amended from time to time).  The Supplier’s charges shall increase annually on 1 January in each year by an amount determined by the Supplier which shall be no less than the annual increase in the CPI Index (or any successor thereof).

8.2      The Supplier’s charges are exclusive of value added tax.

8.3      Unless otherwise stated, all charges shall be based on the gross weight of the Consignment. Where applicable, volumetric weight charges will apply.

8.4      All charges due shall be paid by the Customer to the Supplier in full without any set-off, counterclaim, deduction or withholding.

8.5      The Customer shall indemnify the Supplier in respect of any taxes, customs dues or other similar fiscal impositions levied in respect of the transport or storage of a Consignment.

8.6      The Supplier shall supply to the Customer an invoice setting out its charges which shall be paid by the Customer within 28 days of the invoice date and time for payment shall be of the essence of the Contract. 

8.7      If payment is not received by the Supplier in cleared funds within 28 days of the invoice date, without prejudice to any other right or remedy, the Supplier may charge the Customer:

           (a) interest on the overdue amount at a rate of 5% above the base rate for the time being of The Royal Bank of Scotland;

           (b) any out of pocket expenses incurred by the Supplier in obtaining payment; and

           (c) a late payment charge equal to 10% of the outstanding balance.

8.7      Regardless of any payment instructions by the Customer to the contrary, the Customer shall always remain ultimately liable for the Supplier’s charges.

8.8      The Customer waives all rights to challenge a Supplier’s invoice if the Customer does not contest the relevant invoice by giving notice in writing  or by  email within  14 days from the date of the invoice.

9.  Limitation of Liability

9.1      Nothing in these Conditions shall limit or exclude the Supplier's liability for:

           (a) Death or personal injury caused by its negligence, or the negligence of its employees, agents or Subcontractor(s);

           (b) Fraud or fraudulent misrepresentation.

9.2      Subject to Condition 9.1,the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:

           (a) any losses arising as a result of or in connection with-

           (i) any latent or inherent characteristic or defect in any item contained in a Consignment (including but not limited to any wastage in bulk or weight or natural deterioration);

                  (ii) any electrical or magnetic damage to electronic or photographic images or recordings in any form;

                  (iii) acts or omissions of any party other than the Supplier and its Subcontractor(s);

                  (iv) damage, mis-delivery or late delivery of documents;

                  (v) the Consignee failing to accept delivery;

                  (vi) the Customer providing inaccurate or misleading information to the Supplier or failing to provide the Supplier in a timely manner with all such information as the Supplier may require in relation to the Services in a recognisable format;

                  (vii) any breach by the Customer of its obligations under the Contract;

           (b) any loss of income, loss of profits, loss of markets, loss of reputation, loss of customers, loss of use, loss of an opportunity even if the Supplier had knowledge that such damages or loss might arise or for any indirect, incidental, special or consequential damages or loss howsoever arising under or in connection with the Contract;

           (c)    Any loss or damage excluded by Condition 14.2.

9.3      Subject to Conditions 9.1, 9.2, 9.4 and 12.3, the Supplier's total liability to the Customer in respect of all other losses of whatsover nature arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount of insurance specified in Condition 11.1 or (where the Customer has arranged special insurance cover under Condition 11.2) the insured amount specified in Condition 11.3.

9.4      Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

9.5      This Condition 9 shall survive termination of the Contract.

10.  Time Limit for Claims

10.1    The Customer shall have no claim against the Supplier under or in connection with the Contract unless:

           (a) the Customer notifies the Supplier in writing of such claim by email or post (to the addresses given in Condition 10.2) within seven days of the earlier of-

                  (i) the matters giving rise to the claim coming to the attention of the Customer; and

                  (ii) the end of transit or storage (as the case may be); and

           (b) the Customer sets out the basis for its claim in full in writing and provides this to the Supplier by email or post (to the addresses given in Condition 10.2) within fourteen days of-

                  (i) the matters giving rise to the claim coming to the attention of the Customer; and

                  (ii) the end of transit or storage (as the case may be).

           (c)    The Consignee makes the contents and original packaging available for inspection by the Supplier

10.2    The addresses for notification of claims under Condition 10.1 are:

           (a) Email:  info@handdels.com

           (b) Post: Suite 30116, 2 Park Lane, Hemel Hempstead, Hertfordshire. HP2 4YJ

10.3    This Condition 10 shall survive termination of the Contract.

11.  Courier Services: Insurance

11.1    Except where the Customer has made specific arrangements for insurance for a higher figure with the Supplier under Condition 11.2 before the commencement of transit of the relevant Consignment, the value of insurance in respect of a Consignment in respect of which the Supplier is to provide, or has provided, Courier Services is £100 or the value of the relevant Consignment, whichever is the less.

11.2    Special insurance can be arranged on request for items of intrinsic value subject to the Customer declaring the true value of the Consignment (on the consignment note) and paying the premium for the special insurance before the commencement of transit.

11.3    Where the Supplier arranges special insurance cover at the Customer’s request under Condition 11.2, the value of the insurance in respect of the relevant Consignment shall be whichever is the lesser of the value of the Consignment declared by the Customer or the actual value of the Consignment and the Supplier shall be entitled to require independent proof of the value of the Consignment if a claim is made.

11.4    All insurance arranged on behalf of a Customer is subject to the insurer’s terms and conditions.

11.5    Where the Supplier arranges for insurance to be provided at the request of the Customer, the Customer has a right to complain about such insurance to the Financial Conduct Authority.  The Financial Conduct Authority can be contacted:

           by post:                   The Financial Conduct Authority 25 The North Colonnade Canary Wharf London E14 5HS United Kingdom
           by telephone:          From UK:  0845 606 9966; From Overseas: +44 20 7066 1000
           by email:                 fca@fca.gov.uk

12.  Storage Services: Insurance

12.1    The Supplier will only insure the Stored Items at the Customer’s written request and at the Customer’s cost.  As between the Customer and the Supplier, all Stored Items are at all times at the Customer’s sole risk. 

12.2    Where the Supplier arranges insurance cover at the Customer’s request under Condition 12.1, the value of the insurance in respect of the relevant Consignment shall be whichever is the lesser of the value of the Consignment declared by the Customer or the actual value of the Consignment and the Supplier shall be entitled to require independent proof of the value of the Consignment if a claim is made.

11.4    All insurance arranged on behalf of a Customer is subject to the insurer’s terms and conditions.

11.5    Where the Supplier arranges for insurance to be provided at the request of the Customer, the Customer has a right to complain about such insurance to the Financial Conduct Authority.  The Financial Conduct Authority can be contacted:

           by post:                   The Financial Conduct Authority 25 The North Colonnade Canary Wharf London E14 5HS United Kingdom
           by telephone:          From UK:  0845 606 9966; From Overseas: +44 20 7066 1000
           by email:                 fca@fca.gov.uk

13.  Storage Services: Termination

13.1    If it wishes to cease to use the Supplier’s Storage Services, the Customer must give not less than six months’ notice in writing to the Supplier.

13.2    Where the Customer gives notice that it wishes to cease to use the Supplier’s Storage Services, the Customer shall pay the Supplier, in respect of any Storage Services provided during the notice period, an amount equal to the greater of (a) the amount due from the Customer to the Supplier in respect of Storage Services actually provided by the Supplier to the Customer during the notice period; and (b) an amount equal to the sum payable by the Customer to the Supplier in respect of Storage Services provided by the Supplier during the period of six months immediately preceding the service of notice by the Customer.  For the avoidance of doubt such amount shall be payable whether or not any Storage Services are actually provided by the Supplier to the Customer during the notice period.

14.  Force Majeure

14.1    For the purposes of the Contract, Force Majeure Eventmeans an event beyond the reasonable control of the Supplier and its Subcontractor(s) including but not limited to  traffic congestion, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or its Subcontractor(s) or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or Subcontractor(s)

14.2  The Supplier shall not be liable to the Customer for any loss or damage to the Consignment or any delay or failure to perform its obligations under the Contract as a result of a Force Majeure Event.

14.3    If the Force Majeure Event prevents the Supplier from providing any of the Services for more than four weeks, the Supplier shall, without limiting its other rights orremedies, have the right to terminate this Contract immediately by giving written notice to the Customer.

15.  General Lien

           The Supplier shall have a general lien on all items contained in a Consignment, exercisable in respect of all charges and other sums lawfully due from the Customer to the Supplier. The Supplier shall be entitled, on the expiry of seven calendar days’ notice in writing, to sell all or any of such items in such manner and at such price as it thinks fit and to apply the proceeds towards the amount outstanding.

16.  Data protection

16.1    The Customer consents to the Supplier processing data relating to the Customer, the Sender and the Consignee for administrative purposes relating to the provision of the Services. 

16.2    The Customer consents to the transfer by the Supplier of such data to:

(a) any group company of the Supplier;

(b) any Subcontractor(s) involved in the transport of a Consignment;

(c) any other person involved in the transport of a Consignment; and

(d) regulatory authorities and governmental or quasi-governmental organisations,

           Whether inside or outside the European Economic Area even where the country or territory in question does not maintain adequate data protection standards.

16.3    The Customer accepts that, for all account applications, a credit search will take place using a credit reference agency and consents to the carrying out by the Supplier of a credit search in respect of the Customer.

17.  Assignment

Neither party may, without the prior written consent of the other party, assign its rights or obligations under the Contract.

18.  No partnership or agency

           Nothing in the Contract is intended to, or shall operate to, create a partnership between the parties, or (save to the extent (if any) as expressly stated to the contrary in these Conditions) to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power) save to the extent (if any) as expressly stated to the contrary in these Conditions.

19.  Third Party Rights

The Contracts (Rights of Third Parties) Act 1999 shall only apply to this agreement in relation to the Supplier’s Subcontractors and to employees and agents of the Supplier and of the Supplier’s Subcontractors and no person other than the Customer, the Supplier, the Supplier’s Subcontractors and the employees and agents of the Supplier and of the Supplier’s Subcontractors shall have any rights under it.

20.  Governing law and jurisdiction

20.1    The Contract and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the lawof England and Wales.

20.2    The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter.

 

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