Victoria Group Operating Conditions

 

Victoria Group Holdings Ltd

OPERATING CONDITIONS

VICTORIA GROUP

Victoria Group with Ports at:
Victoria Wharf, Sharpness Dock, Mersey Wharf, Seaham Harbour, Port of Boston
Sanders Stevens (Shipping Agents) with Offices at:
Boston, Bromborough, Plymouth, Sharpness & Seaham

(You can also download the Operating Conditions as a .DOC file – click here)

Group Operations

  • Victoria Wharf:
    Plymouth, Devon PL4 0RF
  • Sharpness Dock Ltd
    Sharpness, Gloucestershire GL13 9UX
  • Mersey Wharf
    Dock Road South, Bromborough, Merseyside  CH62 4SF
  • Port of Seaham
    Seaham Harbour, Seaham, County Durham  SR7 7NZ
  • Port of Boston
    Boston, Lincolnshire  PE21 6BN

CONTENTS

 

 

  1. A) General Operating Conditions

 

  1. B) Warehouse Conditions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Section A

 

1)         The following conditions shall apply to all services performed by Victoria Group Ltd and Subsidiaries (hereinafter called ‘THE COMPANY’) save as         otherwise specifically provided.

2)         These conditions may be altered or varied at any time and from time to time          in such respects and in such manner as THE COMPANY may consider   necessary or requisite.

3)         DEFINITIONS

 

In these conditions:-

  1. a) ‘Charges’ include charges, rates tolls and dues of every description for                   the time being payable to THE COMPANY.
  1. b) The ‘dock estate’ means the docks, piers, wharves, quays, berths,                            roads,             railways, bridges, sheds and other works and conveniences and                   the lands, buildings and property of every description and of whatever                       nature, for the time being vested in or occupied by THE COMPANY.
  1. c) ‘Port Management/Harbour Master’ means the person duly appointed                     by THE COMPANY to be in charge of operations at or on the dock              estate and Harbour and shall include his deputies and assistants.
  1. d) ‘Goods’ means any wares, merchandise, articles and things of any                          description including fish, livestock and animals of all descriptions and                         oils, liquids and gases.
  1. e) ‘Owner’ (a) when used in relation to goods includes the owner, agent,                    consignor, shipper, consignee or other person in charge of the goods                 and their respective agents in relation thereto and (b) when used with                      reference to any vessel includes the owner, agent, charterer, master or                     other person in charge of the vessel and (c) when used with reference                     to any road and rail vehicles includes the owner, agent, driver or other                        person in charge of the vehicle.
  1. f) ‘Services’ means any operation or service performed or provided by                       THE COMPANY in connection with the berthing, unberthing, moving               and servicing of any vessel, the shipping and unshipping of goods, the                       sorting, weighing, making, checking, coopering, storing and general                  handling and movement of goods and the embarking, disembarking                        and movement of passengers.

4)         RIGHT TO REFUSE WORK

 

THE COMPANY reserves the right to decline to perform any work or service       and no liability shall attach to it in consequence thereof.

5)         LIEN ON GOODS

 

Any goods held by THE COMPANY shall be liable to a general lien for any          charges payable to THE COMPANY by the owner of such goods.

6)         IMPORT GOODS

 

Goods which for any reason cannot be delivered at the time of landing ex ship       or direct from the ship’s side will be placed on the quays in a transit shed or    elsewhere within the dock estate at the expense of an at the sole risk of the          owner.

7)         CARGO

 

  1. a) Authorisation for the removal of imported goods will not be granted                       unless documents of title have been duly presented to Port                                      Management/Harbour Master or unless the owner of the vessel has                              notified the Port Management/Harbour Master in writing that the goods              may be released to nominated persons.
  1. b) No goods shall be delivered to any consignee without the production                      by the consignee or his agent of the necessary authority form H M                                     Customs nor without a delivery order signed by the ship’s agent                               authorising the removal of the cargo.
  1. c) A ship shall not break bulk until her cargo has been reported at the                         Custom House or special authority from H M Customs has been

8)         EXPORT GOODS

 

No goods shall be received within the dock estate except by prior arrangement      with the Port Management/ Harbour Master and then only in accordance with      such conditions as he may prescribe.

9)         CARGO NOT SHIPPED

 

The acceptance by THE COMPANY of goods for shipment does not imply           that such goods will be shipped.  The acceptance or refusal of goods for shipment is the responsibility of the owner of the vessel concerned.

 

 

 

10)       RAILWAY

 

THE COMPANY will not accept any responsibility should wagons not be available and consignors of goods may be held liable for charges incurred as a    result of wagons not being available when required.

11)       Any demurrage charges by rail companies in respect of wagons, sheets,      ropes, chains or other similar fittings will be the responsibility of the owner of      the goods.

 

12)       HAZARDOUS CARGOES

 

No goods of dangerous, hazardous, inflammable or poisonous nature including      those enumerated in the Dangerous Substances in Harbour Area Regulations       SI 1987/37 or Dangerous Goods & Marine Pollutants Regulations SU      1997/2367 or such other relevant regulations for the time being in force will be             dealt with by THE COMPANY except by permission of the Port    Management/Harbour Master and then only in accordance with the conditions prescribed by him and in accordance with the Statutory Regulations governing            the handling of such goods.

13)       PAYMENT OF CHARGES

All charges are due on demand from the owner of any vessel or goods as the          case may be and are payable at the respective company’s office.

14)       Any damage alleged to have been caused to vessels during loading or         discharging operations or deficiencies or damage to goods/conveyances must be notified to the Port Management/Harbour Master in sufficient time to afford          an opportunity for such alleged damage to be surveyed.  THE COMPANY             will accept no liability whatsoever if this condition is not complied with.

15)       GENERAL LIABILITY

 

THE COMPANY will not be responsible for any loss, damage or delay      sustained by goods, vessels, road and rail vehicles or any other description of      property during any service performed by then except for injury or damage         arising from the proven negligence of their servants or agents.

16)       Notwithstanding the provisions of Condition 15 THE COMPANY will accept       no responsibility whatever for loss, damage or delay caused to goods, vessels            or vehicles or other descriptions of property arising as the result of:-

  1. a) Operations performed by workmen or persons not in the employ of                         THE COMPANY or acts of omission committed by such workmen or
  1. b) Operations involving the use of plant, gear or equipment not supplied                     by THE COMPANY.
  1. c) The insecure, inadequate or frail packaging of goods.
  1. d) Any lack of information or the provision of improper or incorrect
  1. e) Errors of judgements on the part of THE COMPANY or their servants                   or agents in sorting, grading or selection processes.
  1. f) The deficient or illegible marking of goods.
  1. g) Cranes, grabs and ship’s gear equipment working directly to/from road                  and rail vehicles.
  1. h) Handling lifts, the gross weight of which are in excess of 5 tonnes or                      the declared weight whichever is the greater including containers or
  1. i) The improper or inadequate mooring of vessels or the movement of a                     vessel during cargo handling operations.
  1. j) The handling of long or awkward lifts such as beams, girders or piling                   bars or of scrap metal materials.
  1. k) Goods held in open storage or in transit sheds otherwise than under                        special arrangements whereby THE COMPANY become custodians of                  goods as warehousemen.
  1. l) The handling of animals and birds, bullion or specie, explosives,                             ammunition and hazardous goods, glass, earthenware and fragile                                     goods, machinery (unprotected), instruments, radioactive and fissile
  1. m) Failure on the part of bodies or persons to fulfil contractual obligations                   to THE COMPANY upon which the proper performance of any                               service may depend.

17)       Subject to the provisions of Conditions 15 and 16 the total liability of THE            COMPANY for any loss or damage shall not exceed the value of the goods         and shall be limited to a sum of £100 per tonne (or pro rata for any part of a   tonne) of the gross weight of the whole consignment.  Where the claim is in             respect of part of a consignment liability shall be limited to that portion of the       sum ascertained as above which the value of that part of the consignment          bears to the value of the whole consignment.

18)       Any item of goods weighing 1 tonne or more, including the weight of any packaging or container shall have the correct gross weight clearly marked    thereon.  Any owner failing to comply with this condition will be held     responsible for any loss or damage which may arise as a result of such       information not being so marked.

Section B

GOODS ARE WAREHOUSED

IN ACCORDANCE WITH THE CONDITIONS

OF THE

 

UNITED KINGDOM WAREHOUSING ASSOCIATION

 

AS FOLLOWS:-

 

Membership Number 00019804

 

 

CONTRACT CONDITIONS FOR LOGISTICS (2024)

 

These conditions are copyright and reserved for use by current UKWA members.

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 Condition, 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 many 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 many deal with and/or mix apparently similar goods consigned by or for the Customer without distinguishing between consignments.

1.3       In the case of carriage the Company, its responsibility for the Goods start 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.

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 or 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 (after invoicing) 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 substance 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 under the law; or to the Customers 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 instruction, or of acts or omissions of the Customer.  If the Company suspects a breach of Condition 2, it may refuse to accept the Goods, demand their immediate removal, or itself arrange their removal without notice, at the Customer’s expense.

INSURANCE AND THE COMPANY’S LIABILITY FOR LOSS

 

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 risk 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 saving, 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 itself 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 cost 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 and 3.5.2, 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 he Company does not limit or exclude liability for death or personal injury cased 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 proceeding (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 any 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.

EMPLOYEES, SUB-CONTRACTORS AND OTHERS

 

4.1       The Company shall be entitled to sub-contract on reasonable or industry standard terms all or any part of its obligations and in this event these Conditions shall continue to apply as between the Company and the Customer.  Where the place at which Goods are to be handled or stored has been designated, the Company many 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

 

5.0       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 lest 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 sub-contractor 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 day; 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

 

8.0       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 many share data with a sub-contractor as a 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 all 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

 

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 latest 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 circumstance 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 the services and/or items under the contract.

‘Customer’ means any person or entity requesting or receiving the 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 under3.5.2 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 Good (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 (including theft), destruction, damage, unavailability, stock shortage, actual or deemed contamination, deterioration, delay, non-delivery, mis-delivery, unauthorised delivery, non-compliance with or breach of instructions or obligation, deviation from bailment, incorrect advice or information, loss or corruption of data, breach of data protection or processing obligation, interference with or disruption of information technology systems, breach od 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 item provided or to be provided by it.

‘Officer’ includes a Director, Company Secretary, General Manager, Partner, or member of a Limited Liability Partnership.

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

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

‘Transferee’ means a transferee as defined by TUPE.

‘Transferor’ means a transferor as defined by TUPE.

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

‘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 means ‘Waste’ and ‘Directive Waste’ as defined legislatively.

Reproduced by kind permission of The United Kingdom Warehousing Association.

 

LB/04.07.24