Terms and Conditions
1.1 The definitions and rules of interpretation in this clause apply in this agreement.
Addressee: the person, firm or company who is to accept delivery of the Goods as set out in the Job Sheet.
Company: UK Postings Limited (Company number 4089156) trading as UKP Worldwide whose registered office is at Unit 19 Wornal Park, Worminghall, Aylesbury, Buckinghamshire HP18 9JX.
Customer: the person, firm or company who purchases the Services from the Company.
Goods: the goods specified in the Job Sheet to be distributed for the Customer by the Company.
Job Sheet: the written instructions made between the Company and the Customer setting out the Services required, incorporating this agreement.
Services: any services to process and distribute the Goods as agreed in the Job Sheet.
1.2 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.3 Words in the singular include the plural and in the plural include the singular.
1.4 A reference to one gender includes a reference to the other gender.
1.5 The headings in this agreement do not affect the interpretation of this agreement.
2. APPLICATION OF TERMS
2.1 Subject to any variation under clause 2.2 the terms and conditions set out in this agreement and the corresponding Job Sheet shall apply to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 Any variation to this agreement and any representations about the Services shall have no effect unless expressly agreed in writing and signed by a director of the Company. 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 this agreement or the Job Sheet. Nothing in this clause 2.2 shall exclude or limit the Company’s liability for fraudulent misrepresentation.
2.3 Each order or acceptance of a quotation for the Services from the Company shall be deemed to be an offer by the Customer subject to this agreement. Any quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it.
2.4 No order placed by the Customer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company or (if earlier) the Company carries out the Services for the Customer.
3. OBLIGATIONS ON THE COMPANY
3.1 The Company will use reasonable endeavours to process and deliver the Goods in accordance with any dates specified to the Company in the Job Sheet. If no dates are so specified, delivery shall be within a reasonable time.
3.2 The Company will use reasonable endeavours to deliver the Goods using recognised routes (where applicable) and may at its discretion employ any mode of transport.
3.3 The quantity of any consignment of Goods as recorded by the Company upon despatch from the Company’s place of business shall be conclusive evidence of the quantity of Goods received by the Addressee on delivery unless the Customer can provide conclusive evidence proving the contrary.
3.4 The Company shall deliver the Goods only to the Addressee, and in the event of non acceptance by the Addressee or a continued absence by the Addressee, the Company shall at its discretion be entitled:
3.4.1 to return the Goods to the Customer, provided that the Customer’s name appears on the Goods, and the Customer shall accept the returned Goods and indemnify the Company against the cost of the return of the Goods. In the event that the Customer’s name does not appear on the Goods, the Company reserves the right to open the packaging of the Goods to find a return address; or
3.4.2 to leave, or procure that, a notice is left at the address for delivery provided by the Customer, requiring the Addressee to collect the Goods from a specified location, and if the Goods are not so collected, the Company may return the Goods to the Customer in accordance with the provisions of clause 3.4.1.
3.5 The Company shall comply so far as is reasonably practicable with any lawful instructions in relation to the Goods given in writing by the Customer when the Goods are in the possession of the Company, provided that the Company shall be entitled to payment for any services provided by it in pursuance of such instructions, including (without limitation) fees for storage of the Goods.
3.6 The Company shall not be liable for any non-delivery of Goods (even if caused by the Company’s negligence) unless the Customer gives written notice to the Company of the non-delivery within 48 hours of the date when the Goods would in the ordinary course of events have been delivered.
4. EXCLUDED GOODS
4.1 The Company will not provide the Services in respect of Excluded Goods.
4.2 In this clause 4, the expression “Excluded Goods” means explosive, inflammable, toxic, corrosive or other dangerous items, bearer cheques, firearms, parts of firearms and ammunition, maroons, flares and like items, living creatures of all descriptions, offensive or noisome smelling items capable of contaminating others by smell or otherwise unless securely packed in air-tight containers, drugs, pornographic items and publications and prohibited publications of any kind, all other items the possession or carriage by road, rail, sea or air of which is prohibited by law, and all articles prohibited in the regulations of the International Air and Transport Association.
5. RISK AND INSURANCE
The Goods shall be carried at the Customer’s risk in all respects and the Customer will ensure at its own expense, that an adequate level of insurance is in place to cover such risk for the entire period up until the point where the Goods are delivered to the Addressee, or returned to the Customer.
6. EXCLUSION OF LIABILITY
6.1 The Company shall not be liable to the Customer for any loss, damage or delay caused by:
6.1.1 the lack or defective condition of packaging of the Goods; or
6.1.2 handling, loading, stowage or unloading of the Goods by or on behalf of the Customer or the Addressee; or
6.1.3 the nature of the Goods exposing them to total partial loss or damage through breakage, rust, decay, desiccation, leakage, wastage, inherent or latent defect, or vice or natural deterioration; or
6.1.4 any delay, mistake or error in delivery of the Goods; or
6.1.5 failure to follow any instructions or direction of the Customer; or
6.1.6 insufficiency or inadequacy of marks or numbers on the Goods or their packaging; or
6.1.7 the storage, the sorting, or the printing of addresses on the Goods by the Company; or
6.1.8 any act or omission of the Customer, the Addressee or their respective employees agents and contractors; or
6.1.9 mechanical breakdown, accident or other delay; or
6.1.10 routing the Goods through any particular country or zone or introduction of the Goods into a recognised postal system or the use of any other delivery agency or carrier.
6.1.11 delays due to Customs, local or public holidays, industrial or political action of any kind.
6.2 The Company reserves the right at all times at its sole discretion to open all Goods consigned to it for delivery and shall not be liable to the Customer for any loss damage or expenses incurred by the Customer by reason of the Company exercising such right.
6.3 Nothing in this agreement excludes or limits the liability of the Company:
6.3.1 for death or personal injury caused by the Company’s negligence; or
6.3.2 for fraud or fraudulent misrepresentation; or
6.3.3 for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability.
6.4 Subject to clauses 6.1, 6.2 and 6.3:
6.4.1 the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the amount specified in the Job Sheet, or where no amount is specified in the Job Sheet, to £40.00 per package; and
6.4.2 the Company shall not be liable to the Customer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with this agreement.
7. CUSTOMER’S OBLIGATIONS
7.1 Subject to the provisions of this agreement the Customer undertakes:
7.1.1 that the terms of the Job Sheet are complete and accurate;
7.1.2 that 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
agreement and to bind them on its terms;
7.1.3 to give any instructions requested by the Company in pursuance of Clause 3.5 as soon as reasonably practicable;
7.1.4 to make payments provided in clauses 8 and 9 of this agreement;
7.1.5 to abide by the standards of British Codes of Advertising and Sales Promotion and not to tender any Excluded Goods to the Company and to indemnify the Company for any liability arising out of any breach of this clause 7 together with all legal and other costs
incurred by the Company in connection with such a breach;
7.1.6 to specify accurately the weight of the Goods;
7.1.7 that the Goods are in good order and properly packed;
7.1.8 to indemnify the Company in respect of any damage caused during carriage of the Goods as a result of inadequate packaging, or the inclusion of Excluded Goods by the Customer; and
7.1.9 that it has complied with all provisions of the Data Protection Act 1998, in particular, but without limitation, in compiling, keeping secure, transferring, processing and maintaining personal data in the customer mailing lists provided to the Company for the provision of the Services.
7.2 The carriage of the Goods is subject to all applicable laws customs and government regulations of the countries to which the Goods shall be carried including those of the country of dispatch and country of arrival and the Customer shall provide such information as may be necessary to enable the Company to comply with the local regulations and shall indemnify the Company in respect of any damage suffered as a result of any breach and in particular shall ensure that the Goods do not breach any import or export regulation and any tax or other import or delivery duty is payable in advance by the Customer or where agreed, immediately upon receipt of invoice for these costs.
7.3 Where Goods are subject to any levy, tax, charge or duty which was not anticipated by the parties but demanded by a third party and where payment is necessary to deliver the Goods the Company shall make such payments subject to written agreement with the Customer. The Company shall then invoice the Customer for reimbursement of all sums paid on the Customer’s behalf. Such invoices shall be payable on receipt by the Customer
8.1 Subject to the proviso in this clause 8.1 unless otherwise agreed by the Company in writing, the price for the Services shall be the price set out in the prevailing Customer Rate Card or specific Quotation. The Company reserves the right to alter the price for the Services at its own discretion but where possible will give 1 month’s notice of such change.
8.2 The price for the Services includes all in-house services, postage costs, carrier costs and any costs or charges paid by the Company in relation to third parties or insurance, all of which amounts, together with Value Added Tax, the Customer shall pay in accordance with Section 9, below. Costs such as Local Taxes, Levies or Duties are additional to Services price and are subject to 7.1 and 7.2, above.
9.1 Where the Customer has applied for and obtained a Credit Limit and a Credit Account from the Company, payment of the price for the Services is due within the time specified in the Job Sheet and in the absence of such time being specified, payment of the price for the Services is due 30 days from the date of the Customer invoice. The Company may specify a separate date on which payment in respect of any postage for the Goods is due. Where supply of Services exceeds the Credit Limit, the excess is payable in accordance with 9.2, below. Credit Limits are reviewed periodically and may change.
9.2 In the event that the Customer has not arranged a credit account with the Company, payment of the price for the Services is due on a date prior the provision of the Services as specified by the Company, and payment for any postage for the Goods must be paid to the Company and cleared in the Company’s bank account prior to the Goods being posted.
9.3 Time for payment shall be of the essence. Regular default may result in Credit being withdrawn and all monies due becoming payable immediately.
9.4 The Customer shall make all payments due under this agreement in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. No payment shall be deemed to have been received until the Company has received cleared funds.
9.5 The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
9.6 The Company shall have a general lien against the Goods for any money due from the Customer to Company. If payment is not made within 60 days of the date on which an invoice was sent to the Customer, the Company may in its sole discretion sell all or part of the Goods and apply the proceeds of sale towards any sums due to Company from the Customer, and account to the Customer for the balance (if any) of the proceeds of sale.
10.1 The Company may arrange for any part of the carriage of the Goods to be carried out by a subcontractor agency, agent licensee carrier or any other person, company or firm.
10.2 In the circumstances set out in clause 12, the Company may arrange for the Services to be carried out by a sub-contractor agency, company or firm.
The Customer agrees to indemnify and keep indemnified the Company from and against all costs, claims, demands, liabilities, expenses, damages or losses (including without limitation any direct or indirect consequential losses, loss of profit and loss of reputation, and all interest, penalties and legal and other professional costs and expenses) arising out of or in connection with the carriage of the Goods or the provision of the Services in pursuance of or in connection with this agreement by any persons or entity having an interest in the Goods.
12. FORCE MAJEURE
The Company reserves the right to defer the date of delivery, or arrange for the Services to be carried out by a sub-contractor, or to cancel the agreement if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 90 days, the Customer shall be entitled to give notice in writing to the Company to terminate the agreement.
13.1 Each right or remedy of the Company under this agreement is without prejudice to any other right or remedy of the Company whether under this agreement or not.
13.2 If any provision of this agreement is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability,
unenforceability or unreasonableness be deemed severable and the remaining provisions of this agreement and the remainder of such provision shall continue in full force and effect.
13.3 Failure or delay by the Company in enforcing or partially enforcing any provision of this agreement shall not be construed as a waiver of any of its rights under this agreement.
13.4 Any waiver by the Company of any breach of, or any default under, any provision of this agreement by the Customer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of this agreement.
13.5 The parties to this agreement do not intend that any term of this agreement shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
13.6 The formation, existence, construction, performance, validity and all aspects of this agreement shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.