Terms & Conditions
DPD, a division of DPDgroup UK Limited (the "Company") accepts goods for carriage and other services subject to the Standard Terms and Conditions set out below (these "Conditions"). No agent or employee of the Company is permitted to alter or vary these Conditions in any way unless expressly authorised to do so by an Executive Director of the Company.
Your attention is drawn to Clauses 9 and 10 which limit the liability of the Company, its employees and agents in certain circumstances.
The Company reserves the right to unilaterally modify or supplement the services and these Conditions.
- Definition and Interpretation
- Parties and sub-contracting
- Goods not accepted for carriage or storage
- Customer warranty
- Receipt of goods
- Transit and unclaimed goods and undelivered goods
- Payment and pricing
- Liability for loss and damage and delay
- Limitation and exclusion of liability
- Extended cover
- Claims for compensation
- Customers' indemnity
- Extension of protection to employees and agents
- Lien and disposal of goods
- Proof of delivery
- Intellectual property
- Governing law and jurisdiction
1. DEFINITIONS AND INTERPRETATION
1.1 In these Conditions:
(a) "Commodity Code" means the product specific code used to classify the goods comprised in any Consignment shipped internationally.
(b) "Contract" means the contract of carriage or other services between the Customer and the Company into which these Conditions shall be deemed to be incorporated.
(c) "Consignee" means the person to whom the Consignment is addressed.
(d) "Consignment" means goods contained in one parcel or any number of separate parcels or goods on a pallet or any number of pallets sent at one time in one load by and for the same Customer from one address or to one address.
(e) "Customer" means the person, firm or company that enters into a contract of carriage or a contract for other services with the Company.
(f) "Dangerous Goods" means goods included in the list of Dangerous Goods as defined in the Carriage of Dangerous Goods and Use of Transportable Pressure Equipment Regulations 2009 as amended by the Carriage of Dangerous Goods and Use of Transportable Pressure Equipment (Amendment) Regulations 2011, the Chemicals (Hazard Information and Packaging for Supply) Regulations 2009, including any other relevant legislation or regulations together with any amendments thereto, or means goods which present a comparable hazard.
(g) "ESCD" means an electronic signature capture device which is capable of receiving, storing and transmitting customer information, including signatures.
(h) "Expresspak" means an item or items which weighs under 5 kgs placed within the Company's Expresspak or which are in the Customer's packaging with measurements of 0.1 metres high x 0.3 metres long x 0.3 metres wide, with a maximum girth (length + height + width) of 0.7 metres.
(i) "Freight Parcel" means an item which weighs between 31 kgs and 99 kgs or with measurements of more than 1 metre long, 0.6 metres wide and 0.7 metres high or which has a total girth (length + height +width) of more than 2.3 metres.
(j) "Homecall" means a 2-5 day UK delivery and returns service.
(k) "Intellectual Property Rights" means patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
(l) "International Expresspak" means an item or items not exceeding 2 kgs in weight and not exceeding 0.5 metres in length and 1.11 metres girth (calculated as length + 2 x height + 2 x width) and placed in the Company's Expresspak box or in the Customer's packaging to be delivered to certain international destinations.
(m) "International Parcel" means a parcel which weighs no more than 31kgs in weight, is less than 1.75 metres in length, with total girth of less than 3 metres (calculated as length + 2 x height + 2 x width).
(n) "International Freight Parcel" means a parcel which weighs 31.5 kgs or more, up to a maximum of 99kgs, with a length of less than 1.75 metres or with a volume greater than 3 metres3.
(o) "International Services" means services supplied by the Company outside the British Isles.
(p) "Neighbour" means a person who lives or works in a property within 50 metres walking distance of the delivery address.
(q) "Parcel(s)" means an item which weighs no more than 31 kgs, and with measurements of less than 1 metre long, 0.6 metres wide and 0.7 metres high or which has a total girth (length + height + width) of not more than 2.3 metres.
(r) "Pallet" means any item or items placed on a wooden or plastic board, containing either goods in bulk or any number of small containers with a maximum weight of 1000 kgs.
(s) "Scan Record" means a laser created electronic record of a step in the parcel delivery process which is created by the Company.
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(b) A reference to a party includes its personal representatives, successors or permitted assigns;
(c) A reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
(d) Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
(e) A reference to writing or written includes faxes but does not include e-mails, unless expressly stated otherwise.
(a) The Company agrees, subject to the Customer's compliance at all times with these Conditions, to carry Consignments agreed by the Company and the Customer, or to store goods in a building occupied by the Company, or to provide other services as agreed by the Company and the Customer.
(b) The Company is not a common carrier which means that it may refuse to carry the Customer's goods at its discretion. The Company will accept goods for carriage only on these Conditions.
(c) These Conditions apply to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
(d) The Customer shall be deemed to have notice of and accepts these Conditions if and as soon as he places an order with, or accepts a tender from, the Company for the carriage of goods or other services.
(e) 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.
(f) The Company reserves the right, at its discretion, to inspect all Consignments to check that such Consignments are not dangerous, or incompatible with the Company's network and are capable of carriage to the country of destination within the Company's standard procedures, customs, declarations and handling methods and in compliance with all laws.
(g) For shipments outside the EU, the Customer shall, in relation to each of the goods comprised in each Consignment, provide the Company with:
i. a commercial invoice (including a clear and unambiguous description of the goods);
ii. a Commodity Code for each of the goods;
iii. written notification in advance of any Consignments and/or goods comprised within Consignments which are not standard or permanent exports (for example, temporary exports such as repairs that will be returned to the UK); and
iv. any information required by any relevant customs authorities or the Company.
(h) The Customer acknowledges and agrees that:
i. in relation to the goods, the Customer is either solely beneficially entitled to the goods or has the authority of all those interested in the goods to enter into this contract and to bind them to its terms;
ii. it is the exporter of the goods comprised in any Consignment and will be responsible for the accuracy of all information supplied to the Company;
iii. if there is any missing data, an incomplete or incorrect invoice, this may result in the parcel(s) being held or returned; and
iv. if any Commodity Code is missing, the Company may (at its option);
1. use the general Commodity Code based on the description of the goods given by the Customer; or
2. hold the goods pending receipt of the Commodity Code from the Customer or return the goods to the Customer.
3. PARTIES AND SUB-CONTRACTING
(a) Where the Customer is not the owner of some or all of the goods stored or carried, the Customer shall be deemed for all purposes to be the agent of the owner or owners and that if any other person has an interest in the goods the Customer is acting as his fully authorised agent.
(b) The Company may employ any other carrier or warehouseman to fulfil the Contract. Any such carrier shall be entitled to sub-contract and these Conditions shall apply to such carriers on like terms.
4. GOODS NOT ACCEPTED FOR CARRIAGE OR STORAGE
(a) The Company shall not accept certain goods for carriage or storage, including, but not limited to, any of the following goods:
i. Dangerous Goods, hazardous goods, flammable goods; or
ii. firearms, tobacco products, works of art, jewellery (including watches), cash, glass or any articles (or part of them) that are made up of glass, porcelain, earthenware or other similar materials, documents which can be exchanged for cash or goods (for example cheques, vouchers with a face value), precious metals (including gold or silver items), antiques, furs or any other valuables, alcohol including wines, beers and spirits, liquids of any kind, televisions or monitors with screens larger than 37", body parts or human remains, living or dead animals, fish or birds, or any living organism of any type (including trees and plants) and frozen or perishable food, non excepted batteries; or
iii. any goods prohibited by the law or regulation of any government or public or local authority of any country where the goods are carried; or
iv. any goods which require temperature controlled transport;
unless an Executive Director of the Company has notified the Customer in writing that they are accepted and, unless such notice has been given in writing, the Company shall have no liability whatsoever, including losses arising from negligent acts of the Company, in respect of them.
(b) The Company may impose additional restrictions depending upon destination of delivery and the service being provided. The Customer acknowledges that regulatory and custom clearances may be required for certain goods, which may extend the transit time and may delay delivery.
(c) The Company reserves the right to reject Consignments for reasons of security or safety.
5. CUSTOMER WARRANTY
(a) The Customer warrants, undertakes and represents that:
(i) the goods have been properly and sufficiently packaged and labelled for the intended destination, as appropriate to any operations or transaction affecting the Consignment and the characteristics of the goods, and so that the Consignment will not be lost or damaged whilst being transported, or cause injury or damage to the Company's staff or any property or other goods;
(ii) the labelling on the Consignment includes the full postcode or zip code of the person or company sending the package and the Consignee;
(iii) it will correctly package an Expresspak in a single Expresspak box or bag, or in its own packaging in accordance with the correct dimensions and weight, otherwise the goods will be processed as either Parcel(s) or Freight Parcel(s) according to their weight or measurements;
(iv) the goods comprised in any Consignment are not subject to any licences, permits, certificates, restrictions, or anti-dumping or countervailing laws or regulation;
(v) all plant, power or labour required by the Company is available for loading and unloading any Consignment at any collection or delivery point specified by the Customer or recipient; and
(vi) it will inform the Consignee of the delivery details of the Consignment. The Company may impose a charge upon the Customer for each or any wasted journey made in attempting to deliver the goods.
(b) The Customer shall ensure that each Consignment complies with the weight, measurements and length applicable to that Consignment as set out in the relevant definition of Parcel, Pallet, Freight Parcel, International Freight Parcel, Expresspak or International Expresspak, as applicable.
6. RECEIPT OF GOODS
(a) When receiving Consignments, the Company will scan the Consignment. This will produce a Scan Record as evidence of receipt of the Consignment.
(b) The Company shall, if so required, sign a document prepared by the Customer, acknowledging receipt of the Consignment or goods, but neither the Scan Record nor the Customer document shall be evidence of the condition or correctness of a declared nature, quantity or weight of the Consignment at the time it is received by the Company.
7. TRANSIT AND UNCLAIMED GOODS AND UNDELIVERED GOODS
(a) Transit shall commence when the Consignment is handed to the Company whether at the point of collection or at the Company's premises. The Company is entitled to convey goods by any means of conveyance and by any route whatsoever.
(b) Transit shall (unless otherwise previously determined) end when the Consignment is offered for delivery in accordance with Clause 7(e) within the Company's delivery hours or when the Consignment is held for collection following attempted delivery; PROVIDED THAT, when for any other reason whatsoever a Consignment is held by the Company "to await further instruction" or "to be kept until called for" or upon any like instructions and such instructions are not given, or the Consignment is not called for within a reasonable time, then transit shall be deemed to end. The Company shall store such Consignment subject to all goods being solely at the Customer's risk and subject to disposal in accordance with Clause 15.
(c) Subject to Clause 7(e), where, for any reason whatsoever the Company is unable to convey the Consignment to the address to which it is consigned, or to effect delivery at the said address:
(i) the Company shall endeavour to communicate with the Customer and request a new address and/or the required details to which the Consignment can be delivered in the country in which the Consignment is then lying; and
(ii) if the Company is unable to communicate with the Customer within a reasonable time, or if it is not provided with a new address and/or the required details for delivery by the Customer within a reasonable time, the Company shall be at liberty to deal with the goods in accordance with Clause 15. During storage, at any time prior to any disposal or destruction in accordance with Clause 15, the goods shall be held solely at the risk of the Customer.
(d) The decision as to what constitutes a reasonable time under Clause 7(c)(ii) to be entirely at the discretion of the Company.
(e) Unless the Customer notifies the Company in writing otherwise and such notice is formally acknowledged in writing by the Company, the Company shall be entitled to deliver the Consignment to a Neighbour of the Consignee's address, a concierge or an alternative delivery destination which may include shop networks within the Company's delivery hours, and for the purposes of Clause 7(b), transit shall be deemed to have ended at the time of delivery to such Neighbour, or obtaining a signature from a concierge or other recipient, or leaving the Consignment at the Consignee's building.
(f) Any specific timescales for delivery and/or collection given by the Company are estimates only. The Company shall not be deemed to be in breach of the Contract or have any liability (whether in contract, tort, negligence or otherwise and howsoever arising) to the Customer for any failure to fulfil any delivery and/or collection within any specified timescales.
8. PAYMENT AND PRICING
(a) The Company's charges for carriage and other services shall be payable by the Customer; however, the Company shall also have the right to demand and obtain payment from the sender (if different from the Customer) or the Consignee, or from any other person who may be liable to pay the charges.
(b) Payment of the Company's charges is due no later than the date specified on the Company's invoice/statement or such other period as may be expressly agreed with the Customer in writing by an Executive Director. If any payment under the Contract is overdue then, without prejudice to the Company's other rights and remedies, the Customer shall pay interest on the overdue amount (whether before or after judgment) at the statutory rate of interest payable on late payments from time to time, such interest to accrue on a daily basis, from the due date for payment until payment is made in full.
(c) For all shipments outside the UK, the Company reserves the right to charge the higher of a. volumetric weight; or b. dead weight for all Consignments.
(d) A claim or counterclaim by the Customer shall not be made the reason for deferring or withholding payment or monies payable, or for refusing to reimburse liabilities incurred by the Company.
(e) The Company shall be entitled at any time and from time to time to increase the Company's charges for carriage or other services by giving to the Customer not less than 7 days prior written notice to accord with increases in relevant costs of the Company's business including but not limited to, fuel, congestion charges, licence fees, postal fees and labour.
(f) All amounts payable by the Customer are subject to Value Added Tax which shall be charged at the applicable rate.
(g) In the event that the Company pays or agrees to pay to any third party any duty and/or taxes and/or levy in respect of any Customer's goods:
(i) the Company shall do so on the sole basis that in doing so it is acting as the Customer's fully authorised agent;
(ii) whether or not delivery of the goods is made to the Consignee's address, immediately upon receipt of the Company's duty invoice in respect of such duty and/or tax and/or levy the Customer shall settle such duty invoice in full;
(iii) in the event of the Customer failing to comply strictly with Sub-Clause 8(g)(ii) above, the Company shall be at full liberty to deal with the goods in accordance with Clause 15.
(h) The Customer shall pay to the Company any duties, taxes, levies, customs assessments, fines or other penalties and unusual costs, claims and expenses (including administrative costs) incurred by the Company as a result of it conveying the goods.
(i) The Customer must notify the Company about any query in relation to any invoice from the Company within 14 days of the invoice date and confirm it that query by notice in writing within 28 days of the invoice date. If the Customer does not do this, the Company will not be liable (whether in contract, tort, negligence or otherwise and howsoever arising) for any error in the invoice nor shall the Company be required to re-pay any sums paid by the Customer unless the Customer can prove that:
(i) it was not reasonably possible for the Customer to notify the Company of the query, or confirm it in writing, within the time set above; and
(ii) the notification or confirmation was made at the first reasonable opportunity and in any event no later than 6 months after the invoice date.
9. LIABILITY FOR LOSS AND DAMAGE AND DELAY
(a) Subject to the provisions of this Clause 9 and Clauses 4, 10, 11 and 12, the Company shall be liable for any physical loss of, or physical damage to, goods during transit (as defined in Clause 7), and storage (other than storage under Clause 7(c)(ii)), except to the extent that such loss or damage has arisen from or consists of:
(i) the Customer or Consignee not taking or accepting delivery within a reasonable time;
(ii) a breach of any of the Customer warranties set out in Clause 5, including insufficient or improper packing, labelling or addressing, including incorrect or missing postcode information;
(iii) loss, damage or breakage of articles of, or for that part of any articles that comprises of goods which are not accepted for carriage or storage by the Company as set out in Clause 4;
(iv) any act or omission of the Customer or owner of the goods or of the servants or agents of either;
(v) inherent liability to wastage in bulk or weight, latent defect or inherent defect, vice or natural deterioration of the goods, wear and tear, depreciation, moths, vermin, or the effect of any process of cleaning, dyeing or restoring any article;
(vi) act of God;
(vii) seizure under legal process;
(viii) any force majeure event meaning an event beyond the reasonable control of the Company, including seizure under a legal process, consequence of war, invasion, act of foreign enemy hostilities (whether war is declared or not), civil war, rebellion, insurrection, military or usurped power or confiscation, requisition, destruction of or damage to property, extreme weather conditions, compliance with any law, or order of any government or public or local authority, riots, civil commotion, strikes, lockouts, general or partial stoppage or restraint of labour from whatever cause, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors, pressure waves caused by aircraft or other aerial devices travelling at sonic or supersonic speeds, the direct or indirect effect of ionising radiations or contamination by radioactivity;
(ix) fraud by the Customer or the owner of the goods or the servants or agents of either.
(b) For the avoidance of doubt, where the Consignment was not in transit or in storage (as defined in Clause 7) at the time of the loss and/or where the Consignment or other goods do not have a Scan Record showing that the goods were provided to the Company, then the Company shall not be liable for loss or damage to the goods.
(c) Where the Customer selects a particular timed delivery service and the Company delivers any Consignment or other goods after the time envisaged by the selected service, the Customer's sole and exclusive remedy for any losses (whether in contract, tort, negligence or otherwise and howsoever arising) shall, subject to Clauses 9(d), 10 and 11, be a reduction in the price payable to the Company so as to reflect the delivery service actually received.
(d) Nothing in these Conditions shall limit or exclude the Company's liability for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors, or for fraud or fraudulent misrepresentation or for any other matter which is unlawful to exclude or limit liability.
10. LIMITATION AND EXCLUSION OF LIABILITY
(a) Subject to Clauses 4, 9, 11, 12 and 13 hereof and the other provisions of this Clause 10, the Company's liability (whether in contract, tort, conversion, negligence or otherwise and howsoever arising) for the loss of or damage to any goods and/or for any other matter (howsoever arising) under a Contract shall be limited to the lesser of:
(i) for goods carried within the British Isles,:
a. £100 per Expresspak, Parcel or Freight Parcel, unless the Customer has purchased 'Extended Cover' in accordance with Clause 11;
b. for Pallets, the limit of liability will be £1.50 per kg of gross weight lost or damaged with a maximum liability of £1500 per Consignment. If a Pallet weight is undeclared on the Consignment note, the maximum liability is £150 per Consignment;
c. £25 per Homecall parcel and £50 per Homecall returns parcel; and
d. the repair or replacement cost of lost or damaged goods, and the Customer shall provide proof of value of goods lost or damaged,
(ii) for all International Services (subject to any 'Extended Cover') purchased by the Customer):
a. if carriage by road, the liability cap set out in the provisions of the Convention on the Contract for the International Carriage of Goods by Road ("CMR") May 1956 Geneva as amended by the Protocol of July 5th 1978 Geneva and the Protocol of 2008 Geneva apply or;
b. if carriage by air, up to $100 per Consignment, unless the Warsaw Convention of 1929 as amended by the Protocol signed in the Hague on September 28th 1955, the Protocol signed in Guatemala City on 8 March 1971 and the Montreal Convention 1999 ("Warsaw Convention") operates;
c. for all Consignments undertaken as part of services tailored by the Company to the Customer's individual requirements, these services shall be subject to any limitation of liability set out in the current BIFA (British International Freight Association) Conditions; and
d. the repair or replacement cost of lost or damaged goods, and the Customer shall provide proof of value of goods lost or damaged;
(iii) for goods held in storage or for other services, the Company's liability shall not exceed a total £0.10 per kilo gross weight lost or damaged, with a maximum liability of £1000. If no weight is declared then our maximum liability will be equal to one tonne.
(b) Subject to Clause 9(d), CMR, and the Warsaw Convention but notwithstanding anything to the contrary in these Conditions, the Company shall, under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence and conversion), breach of statutory duty or otherwise, for any loss of profit, or any indirect or consequential loss, including the cost of recompiling the information contained on the goods, arising under or in connection with the Contract.
11. EXTENDED COVER
For all services except for carriage of Freight Parcels, International Freight Parcels and Pallets:
(a) If the Customer has paid or agreed to pay the Company's charge for 'Extended cover' and the Company has agreed to the extension, the Company's liability (whether in contract, tort, conversion, negligence or otherwise and howsoever arising) for the loss of or damage and/or for any other matter (howsoever arising) to any Consignment on all services shall:
(i) be limited to a maximum of £5,000 per Consignment, as calculated by reference to the actual value of the Consignment pursuant to Clause 11(b);
(ii) where the Company has agreed in writing to provide 'Extended Cover' at a rate by weight, be limited to a maximum of £15 per kilo or £5,000 per Consignment, whichever is the lesser, and the calculation of the 'Extended Cover' shall be based on the declared weight on the Consignment note; and/or
(iii) under sub-clause (i) above, the Company shall be limited to that proportion in the case of partial loss or damage which the weight of the part lost or damaged bears to the total weight of the whole Consignment;
PROVIDED THAT, subject to Clause 11(b), nothing in this sub-clause shall limit the liability of the Company for damages below the sum of £100 in respect of any one Consignment.
(b) The actual value of any goods lost or damaged shall be ascertained by reference to its repair, replacement, resale or fair market value at the time and place of collection, whichever is less. In no event shall such value exceed the original cost of the item actually paid by the Customer, plus 10%.
(c) If a Customer requires 'Extended Cover', they shall fully disclose to the Company, should it so request, the nature of goods to be carried. The Company shall, in its sole discretion, decide whether 'Extended Cover' shall apply to any Consignment for which it is requested.
12. CLAIMS FOR COMPENSATION
(a) The Customer must notify the Company of any loss or damage giving rise to a claim within 14 days of the date of despatch. The Customer should confirm any loss or damage by notice in writing within 28 days of the date of despatch. If the Customer fails to do so, the Company shall not be liable for any loss or damage, save and except where the Customer proves that:
(i) it was not reasonably possible for the Customer to advise the Company or make such claim in writing within the time limit applicable; and
(ii) such advice or claim was made within a reasonable time,
in which case the Company shall not have the benefit of exclusion of liability afforded by this Clause 12(a).
(b) In the event of a claim for damage, the Customer must ensure that the Consignment and its packaging is held for inspection at a location within the United Kingdom.
(c) Where the Company is liable for the repair of any damage, then the cost of labour is excluded from repairs and such labour costs are payable by the Customer.
(d) A payment of any claim by the Company shall be in full and final settlement of such claim.
The Customer shall indemnify the Company against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Company arising out of or in connection with:
(a) any negligent act, negligent omission, negligent misdirection or negligent misstatement by the Customer, sender or Consignee, its servants or agents;
(b) claims of any nature for loss or damage resulting from the carriage of Dangerous Goods or goods which are not accepted for carriage or storage by the Company as set out in Clause 4;
(c) claims and demands of any nature in respect of loss of or damage to the goods made by the Customer and/or any third party additional to or in excess of the limits of liability of the Company set out in these Conditions;
(d) any claims made or penalties imposed by the HM Revenue & Customs or equivalent in overseas jurisdictions;
(e) claims and demands made by any third party attributable to lack of authority on the part of the Customer to enter into the Contract upon these Conditions;
(f) breach of any of the warranties set out in Clause 5;
(g) any inaccurate or false information supplied to the Company by the Customer which relates to the Customer and/or the goods comprised in any Consignment;
(h) the Customer's failure to include the relevant Commodity Code, where required pursuant to Clause 2(g)(ii);
(i) the Customer's failure to provide correct written notification in advance of any Consignments and/or goods comprised within any Consignment which are not standard or permanent exports as required pursuant to Clause 2(g)(iii);
(j) the Customer's unreasonable detention of vehicles, containers, sheets, pallets and like equipment;
(k) any claim being made by any third party against the Company in respect of loss of or damage to the goods or in respect of any conversion of or interference with the goods.
The Customer acknowledges and agrees that the provisions of Clauses 4, 9, 10, 11, 12, 13 and 15 shall extend to protect, limit the liability of and indemnify the employees and agents of the Company and that such provisions have been entered into and shall be enforceable by the Company for itself and as trustee or agent for such employees and agents.
(a) The Company shall have a lien on all goods carried for the Customer for any amount due to the Company whether pursuant to the Contract or otherwise and for the cost of recovering the same.
(b) If the amounts owing to the Company in respect of which it has a lien are not satisfied within a reasonable time of the commencement of transit as defined in Clause 7, the Company shall be at full liberty at its own discretion to:
(i) sell the goods either privately or by auction and to apply the proceeds of any such sale in or towards any monies owing to it and the expense of the sale and shall account to the Customer for the balance remaining if any; or
(ii) destroy the goods if any sale under sub-clause (i) is impractical in the opinion of the Company due to the value or saleability of the goods in question, or otherwise;
and such sale or destruction as the case may be shall be a full discharge of any liability of the Company in respect of the goods.
The Company may require a recipient of a Consignment to sign an ESCD as proof of delivery of the Consignment. Any record of the recipient's signature obtained by the Company shall be conclusive evidence of the delivery of Consignments (including the quantity of such Consignments) comprised in the Consignment. The recipient's signature shall be evidence of delivery of the Consignment.
The Company shall be relieved of its obligation to perform the Contract to the extent that performance is prevented or delayed by a failure or delay by the Customer to perform any obligations under these Conditions and causes beyond the reasonable control of the Company including but not limited to any force majeure event meaning an event beyond the reasonable control of the Company, including seizure under a legal process, consequence of war, invasion, act of foreign enemy hostilities (whether war is declared or not), civil war, rebellion, insurrection, military or usurped power or confiscation, requisition, destruction of or damage to property, extreme weather conditions, compliance with any law, or order of any government or public or local authority, riots, civil commotion, strikes, lockouts, general or partial stoppage or restraint of labour from whatever cause, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors, pressure waves caused by aircraft or other aerial devices travelling at sonic or supersonic speeds, the direct or indirect effect of ionising radiations or contamination by radioactivity and, for the avoidance of any doubt, the Company's charges shall be payable in full in such circumstances, without prejudice to the Company's rights at common law to treat the Contract as frustrated.
Any failure by the Company to enforce or apply any provision of these Conditions shall not constitute a waiver of that provision and shall not otherwise remove or reduce the Company's right to enforce that provision.
If any of these Conditions or any part is held to be invalid for any purpose, it shall for that purpose be deemed to have been omitted, but shall not prejudice the effectiveness of the rest of these Conditions.
All Intellectual Property Rights in any materials (including software) supplied by the Company to the Customer and in any methods of work and processes used by the Company in connection with this Contract are and shall remain the exclusive property of the Company. Nothing in these Conditions shall imply any licence or other permission to use or reproduce any such materials, methods and processes save as expressly agreed in writing by the Company.
The Contract and these Conditions (and any non-contractual claims arising in relation to it) shall in all respects be subject to and construed in accordance with English Law and the parties to the Contract hereby submit to the exclusive jurisdiction of the Courts of England.
Effective date December 2013