UK Warehousing Association Contract Condition for Logistics
UNITED KINGDOM WAREHOUSING ASSOCIATION
CONTRACT CONDITIONS FOR LOGISTICS
The Company is a member of UKWA, is not a common carrier, and
provides all items and services on the following Conditions which
can be varied only in writing by an Officer of the Company. If a
Customer's acceptance document, purchase order or other
documentation, received by the Company before or after notification
of these Conditions, contains terms at variance with these
Conditions, then every such term shall be of no effect.
IMPORTANT NOTE
PLEASE READ CONDITION 3 CAREFULLY. It has been included to relieve
the Customer of the additional amount that the Company would need
to charge to recover insurance costs (or an amount in lieu to
reflect risk) were its liability not limited as provided for in
Condition 3.
THE COMPANY'S OBLIGATIONS
1.1. The Company will provide its services with reasonable skill
and care. In the absence of prior written instruction to the
Company giving sufficient detail, no particular precautions nor any
special treatment need be taken or provided for the Goods.
1.2. In the case of bulk Goods, the Company may 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's responsibility for the
Goods starts 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 and ends
when they are tendered 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. 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 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 for the Customer only.
1.5. Unless it states otherwise in writing, where the Company
provides forwarding services it operates as the Customer's agent in
engaging contractors to deal with the Goods.
CUSTOMER'S UNDERTAKINGS
2.1. It is a condition of the contract, and the Customer 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
best practice and 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, equipment or to any other items in any
way.
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, weight or condition of the Goods and
any statutory or other duties specific 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 reimburse all duties, taxes
and expenses that the Company may be required to pay in respect of
the Goods including where the liability to pay them arises due to
the fault, other act or omission of the Company or its employees or
sub-contractors.
2.1.5 Except to the extent previously notified in detail to, and
accepted by, the Company in writing none of the Goods: are
hazardous or contaminated; may cause pollution of the environment
or harm to human health if they escape from their packaging;
require any official consent or licence to handle, possess, deal
with or carry; will at any time whilst in the care or control of
the Company constitute Waste.
2.1.6 Where the Company is carrying the Goods, the Customer will
provide a risk assessment and method statement appropriate for the
Goods and any location in which they are being handled. Unless
otherwise previously agreed the Customer will provide suitable
facilities and equipment for, and will procure, safe and prompt
loading and unloading of the Goods. The Customer will pay demurrage
at the Company's standard rate if the vehicle is delayed for more
than 30 minutes beyond the time reasonably needed for loading or
unloading; and demurrage and storage charges if delivery is
refused.
2.1.7 It will comply with any reasonable regulations of the Company
relating to handling, 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 materially
correct and complete.
2.2 The Customer will indemnify the Company against any loss or
damage it suffers as a result of carrying out the Customer's
instructions or which is related to any breach of the Customer's
obligations, and will pay all costs and expenses (including
professional fees) incurred in, and the Company's reasonable
charges for, dealing with the breach and its 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 result of a
breach by 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 Except as provided in Condition 3.5, the Company does not
insure the Goods and the Customer shall self-insure or make
arrangements to cover the Goods against all insurable risks to
their full insurable value (including all duties and taxes) with
any right for the insurer to bring a subrogated claim against the
Company being excluded.
3.2 Subject to Condition 3.3, the Company excludes all 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 the Company, its employees (acting in
furtherance of their duties as employees) or sub-contractors or
agents (acting in furtherance of their duties as subcontractors 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 by Condition 3.5. Any
quantification of value includes duties and taxes.
3.4 In no case shall the Company be liable for any lost profit,
income or savings, wasted expenditure, or indirect or consequential
loss.
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 The Customer may specify the Limit as an amount (in Sterling,
US Dollars or Euros) per tonne weight by notice in writing stating
the Limit and the nature and maximum value of the Goods, including
duty and taxes. The Limit nominated by the Customer shall apply in
respect of any cause of action arising after the Date. It is a
condition of the contract that the Customer pays within 7 days of
receipt the Company's invoices for its costs 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
equivalent to the estimated or likely cost of such insurance.
3.5.2 If the Company having made reasonable efforts is unable to
obtain insurance on reasonable terms to cover its liability up to
the Limit nominated by the Customer, or if the Customer has not yet
paid any invoice issued under Condition 3.5.1, the Company may give
7 days written notice, and the Limit for causes of action arising
after expiry shall be £100 sterling per tonne.
3.5.3 Unless and until a higher Limit has been fixed under
Condition 3.5.1 and continues in effect, the Limit shall be £100
sterling per tonne.
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 due to the Company.
3.7.1 The Company shall not be liable 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 first working day
after the expected date of delivery.
3.7.2 No legal proceedings (including any counterclaim) may be
brought against the Company unless they 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 in Condition 2, or by any of the circumstances by
virtue of which the Company is relieved of its obligations under
Condition 8.
EMPLOYEES, SUB-CONTRACTORS AND OTHERS
4.1 The Company shall be entitled to sub-contract all or any part
of its obligations and in this event these Conditions shall apply
to such services. Where storage is subcontracted the Company will
on request notify the Customer of the location of the Goods.
4.2 No Interested Party will make a claim or issue proceedings in
respect of Loss against any Additional Party.
4.3 Without prejudice to Condition 4.2, if an Additional Party pays
or is liable to make a payment to an Interested Party in connection
with a claim for Loss, the Interested Party will fully indemnify
the Company against any claim (including all costs and expenses) by
the Additional Party against the Company for reimbursement of,
contribution to or indemnity against that payment to the extent
that it exceeds the Limit applicable at the time of the event
giving rise to the claim.
CHANGE OF CUSTOMER
5. The Customer may give written authority for the Goods or any
part to be transferred to the account of another party on condition
that before the effective date of the transfer the other party
notifies the Company in writing that it is to become the Customer
and is to be bound by these Conditions and by any notice given
under Condition 3 and will pay the Company's charges for the period
after the effective date. The Customer will pay the charges for the
period until the later of the effective date or receipt and
acceptance by the Company of the other party's written
notification. The Goods remain subject to any lien which applies at
the time of 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 least
21 days otherwise. 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 charges shall be paid free of any deduction or set-off at
such periodic intervals as may have been agreed between the parties
and in any event on the earlier of (a) the expiry of any agreed
period of credit and (b) 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.
6.3 Interest shall be paid on money overdue to the Company at the
rate of 2% for each calendar month during all or part of which it
is overdue.
6.4 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 invoiced to, 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.
Storage shall be charged for any goods detained under lien.
TERMINATION
7.1 The Goods shall be removed by the Customer at the time agreed
between the parties. 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, within 3 days.
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,
notify the Customer in writing that the Goods may be sold or
otherwise disposed of at the Customer's entire risk and expense if
such payment is not made and/or such Goods are not removed within
21 days, or in the case of perishable goods within 3 days, from the
date of such notice. On expiry of the period, if such payment has
not been made and/or 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 an appropriate method, and
any proceeds of sale or disposal shall be remitted to the Customer
after deduction of all expenses and all amounts claimed by the
Company and any assignee of its invoices.
FORCE MAJEURE
8. 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 its agent or an Interested Party (including any
breach by the Customer of these Conditions) or by storm, flood,
fire, explosion, civil disturbance, governmental or
quasi-governmental action, breakdown or unavailability of premises,
equipment or labour, or other cause beyond the reasonable control
of the Company.
GENERAL
9.1 Each exclusion or limitation in these Conditions exists
separately and cumulatively.
9.2 Signature on a delivery note is evidence that the Goods have
been received in apparently good order save as noted
9.3 The Company may open up packaging to inspect Goods
9.4 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 last notified number evidenced by a successful
transmission record, or by email to the last address notified for
the purpose of service; and shall if posted be deemed to have been
given 2 working days after posting, and if by facsimile or email,
one working day after sending
GOVERNING LAW
10. All contracts between the Company and the Customer and any
claims relating to the Goods shall be governed by the law of
England and disputes dealt with exclusively by the English
courts.
DEFINITIONS
11. terms used in these Conditions have the following
meanings:
"Additional Party" means any employee, 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 party agreeing to provide the services and/or
items under the contract
"Customer" means the party requesting the services and/or items
under the contract
"Date" means the 10th working day after the relevant notice is
actually received by the Company
"Goods" means goods (including any associated packaging and
equipment) to which the contract relates
"Interested Party" means the Customer and/or anyone with an
interest in the Goods; any obligation of the Interested Party is
borne jointly and severally.
"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, contamination, deterioration,
delay, non-delivery, mis-delivery, unauthorised delivery,
non-compliance with instructions or obligations, or incorrect
advice or information.
"Officer" includes a Director, Company Secretary, Partner, or
member of an LLP
"Subcontractor" means a party engaged at the behest of the Company
to perform some or all of the Company's obligations
"Waste" bears its general meaning and also means "Waste" and
"Directive Waste" as defined legislatively.