Terms & Conditions

1. DEFINITIONS

"Carrier or Carriers"
means the Company including its servants and agents and its Sub-Contractors together with their respective servants, agents and sub-contractors;

"Company"
means Global Mailing Ltd;

"Conditions"
means these terms and conditions;

"Consignment"
means any goods documents and items including separate units thereof in the control of the Carriers in respect of which the Company has agreed to perform the Service;

"Contract"
means any contract between the Company and the Customer for the supply of the Service, incorporating the Conditions;

"Customer"
means any person, firm or company acting in the course of a business entering into a Contract with the Company for the provision of the Service;

"Dangerous Goods"
means goods named in the Approved Carriage List issued by the Health and Safety Commission from time to time, explosives, radioactive material and any other goods or substances presenting similar hazards;

"Service"
means the service to be provided under the Contract by the Carrier for the Customer including the carriage and/or storage of Consignments;

"Sub-Contractor"
means any person whose services the Company engages or makes use of to perform the whole or any part of the Services which are the subject of this Contract;

"Time of Acceptance"
means the time when the Company accepts the Customer's order and the Contract is made, being such time as the Consignment is collected by the Carrier.

2. GENERAL

2.1 All Contracts are accepted by the Company upon the Conditions only.

2.2 No servant, agent or sub-contractor of the Company has authority to waive, vary or alter the Conditions in any way save that a Director of the Company is so authorised, provided that such waiver or alteration is evidenced in writing signed by such Director.

2.3 No terms or conditions endorsed upon, delivered with or contained in the Customer's purchase order, confirmation of order, specification or other document will form part of the Contract.

2.4 No order placed by the Customer shall be deemed to be accepted by the Company until the Time of Acceptance.

3. DELIVERY, LOADING AND UNLOADING

3.1 The Consignment accepted by the Company for carriage may be carried by such Carrier or Carriers as the Company sees fit and by such means of transport and by such route as the Carrier thinks fit and these Conditions shall apply to whatever means or routes by which the Consignments are carried.

3.2 Any delivery period stated in a quotation or otherwise is subject to confirmation by the Company at the Time of Acceptance. The Company shall use reasonable endeavours to meet the delivery dates but shall not be liable for any loss, damage or expense suffered or incurred by any person directly or indirectly as a result of any delay in such delivery.

3.3 The Carrier shall not be required to deliver the Consignment beyond the usual place of collection or delivery or as stated in the relevant consignment notice.

3.4 The Carrier shall have no obligation to provide any plant, power or labour, required for loading or unloading the Consignment which shall be the sole responsibility of the Customer to provide, unless otherwise agreed in writing between the Company and the Customer.

4. DANGEROUS GOODS

Dangerous Goods must be disclosed by the Customer and if the Carrier agrees to accept them for carriage they must be classified, packed and labelled in accordance with the statutory regulations for the carriage of the substance declared. Transport Emergency Cards (Tremcards) or information in writing in the manner required by the relevant statutory provisions must be provided by the Customer in respect of each such substance and must accompany the Consignment.

5. PAYMENT

5.1 Unless otherwise stated in a quotation or written acknowledgement, payment in full in respect of the Service shall be due within seven days of the date of the invoice rendered in respect thereof.

5.2 If the Customer fails to pay the Company any sum due pursuant to the Contract the Company shall, at its discretion, be entitled to interest on such sum from the due date for payment at the annual rate of two per cent above the base lending rate from time to time of Lloyds Bank plc, accruing on a daily basis until payment is made, whether before or after any judgment. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

5.3 The Customer shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.

5.4 The Company shall have a lien on all Consignments in the Carrier's possession under this Contract which are the property of the Customer to secure the payment by the Customer of all sums due from the Customer to the Company under this Contract.

6. LIMITATION OF LIABILITY

6.1 The following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents, Sub-Contractors and Carriers) to the Customer in respect of:

6.1.1 any breach of these Conditions; and

6.1.2 any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

6.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

6.3 Nothing in the Conditions excludes or limits the liability of the Company for fraudulent misrepresentation or for death or personal injury caused by the Company's negligence.

THE CUSTOMER'S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF CONDITION 6.4.

6.4 Subject to conditions 6.2 and 6.3:

6.4.1 the Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited to the original VAT exclusive price for the Service;

6.4.2 the Company shall not be liable to the Customer for any loss of profit, loss of business, depletion of goodwill, losses resulting from delays to a loss of production or otherwise, costs, expenses or any other indirect consequential loss which may arise out of or in connection with the Contract.

6.5 The Company cannot be held responsible for the services supplied by Carriers, ie Royal Mail or any other chosen Carrier.

6.6 The Customer warrants that the carriage and/or storage of the Consignment will not be illegal or in breach of the law of any country or state from, to or through which the Consignment may be carried.

6.7 The Consignment shall always be at the Customer's risk and it is the responsibility of the Customer to ensure that he has in place adequate insurance against all risks.

6.8 Notice is hereby given that the Company does not hold itself out as nor will it in any way be a bailee for value or otherwise of any Consignment.

7. INDEMNITY TO THE CARRIERS

7.1 The Customer shall indemnify the Carrier against:

7.1.1 all consequences suffered by the Carrier (including but not limited to claims, demands, proceedings, fines, penalties, damages, costs, expenses and loss of or damage to the carrying vehicle and to other goods carried) of any error, omissions, mis-statement or mis-representation by the Customer or other owner of the goods or by any servant or agent of either of them, insufficient or improper packing, labelling or addressing of the goods or fraud;

7.1.2 all claims and demands whatever by whomsoever made in excess of the liability of the Carrier under the Conditions;

7.1.3 all losses suffered by and claims made against the Carrier resulting from loss of or damage to property caused by or arising out of the carriage by the Carrier of Dangerous Goods whether or not declared by the Customer as such;

7.1.4 all claims made upon the Carrier by H.M. Customs and Excise or other relevant body in respect of dutiable goods consigned in bond whether or not transit has ended or been suspended.

8. PACKAGING

8.1 Every Consignment and part of a Consignment shall be addressed and labelled in accordance with the Company's requirements.

8.2 The packaging of Customer's Consignments is the Customer's responsibility including the placing of documents or goods in any container which may be supplied to the Customer by the Company or the Carrier.

8.3 The Company accepts no responsibility for loss or damage to a Consignment caused by inadequate or inappropriate packaging. It is the sole responsibility of the Customer to address adequately each Consignment to enable effective delivery to be made. The Company shall not be liable for delay in the forwarding or delivery of Consignments resulting from the Customers' failure to comply with its obligations in this respect.

8.4 The Company reserves the right to inspect Consignments to ensure that all documents or goods are capable of carriage to the countries of destination within the standard operating procedures, customs, declaration and handling methods of the Company. In making this reservation the Company does not warrant that any particular item to be carried is capable of carriage and delivery without infringing the law of any country or state from, to or through which the item may be carried.

8.5 The Customer is responsible for ensuring at its own cost:

8.5.1 that all packaging requirements and any laws of any country or state from to or through which the Consignment may be carried are complied with; and

8.5.2 that all necessary export and import licences are obtained.

9. FORCE MAJEURE

The Company shall be excused from liability if performance of the Contract is prevented delayed or hindered by any cause whatsoever beyond the Company's control including, without limitation act of god, war, government control, restrictions or prohibitions or any other government act or omission whether local or national, fire, subsidence, sabotage, accident, strike or lock-out, national emergency, riot, civil commotion, explosion, flood, epidemic, or restraints or delays affecting Carriers and shall not be liable for any loss or damage resulting from any such circumstances.

10. GOVERNING LAW AND JURISDICTION

10.1 The Contract shall be governed by and construed in accordance with the law of England.

10.2 Each party irrevocably agrees to submit to the exclusive jurisdiction of the courts of England over any claim or matter arising under or in connection with the Contract or the legal relationships established by the Contract.

11. THE CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

A person who is not a party to the Contract (other than a Carrier) has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the relevant Contract but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

4G1574/TBA/2309540 v.2 BC/DRB/05 November 2002
G1574/TBA/2309540 v.2 BC/DRB/05 November 2002