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The following definitions, rules of interpretation, and Customer notices apply to these
Conditions.
1.1 Definitions:
Account: The account set up for the Customer by the Supplier for the supply of the Services in accordance with these terms and conditions.
Account Application: the online application form of the Supplier completed by the Customer.
Business Day: the days Monday to Friday inclusive, between the hours of 9:00 and 17:00 only.
Carrier: a third-party transport company used by the Supplier to provide the Service under the Contract.
Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 5 .
Commencement Date: has the meaning given in clause 1.4 .
Conditions: these terms and conditions as amended from time to time.
Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.
Customer: the person or firm who purchases Services from the Supplier.
Customer Default: has the meaning set out in clause 4.2 .
Data Protection Legislation: the UK Data Protection Legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data.
Intellectual Property Rights: all intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world, including but not limited to trade marks and patents.
Order: the Customer's acceptance of the Supplier's quotation and making a booking with the Supplier for a third party Carrier pickup or delivery.
Services: the services supplied by the Supplier to the Customer as set out in the Specification.
Shipment: all documents, packages, parcels or heavy freight items that travel under one waybill with a Carrier.
Specification: the provision of logistic services provided by the Supplier to the Customer, through the use of a Carrier in accordance with these condition which may be varied from time to time.
Supplier: Freight Finders Limited registered in England and Wales with company number 12344547.
1.2 Rules of Interpretation
(a) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
(b) Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(c) A reference to writing or written includes email
1.3 Customer Notice
The Customer agrees, on behalf of itself and any other party with an interest in the Shipment, that these Conditions shall apply from the time the Carrier accepts the Shipment, unless otherwise agreed in writing by an authorized officer of the Supplier.
When a Customer engages the Services of the Supplier, the individual providing the instruction warrants that they are an authorized representative of the Customer and are permitted to open an Account with the Supplier. By ordering services from the Supplier, the Customer understands that the Supplier is not a transportation company, and that the Services will be provided by a Carrier.
The Customer agrees to the conditions in the Supplier’s Account Application and warrants that the information it provides is true and is required for the purpose of obtaining credit. By signing the Account Application, the Customer authorizes the Supplier to investigate the references provided pertaining to the Customer’s credit and financial responsibility.
The Supplier reserves the right to cancel the Customer’s Account at any time without prior notice. The Customer agrees, in the event the Account is cancelled by the Supplier, to pay all shipments made under the Account even if invoiced after the cancellation date.
1.4 Subject to the Terms and Conditions of Carriers
The Customer acknowledges and agrees that all Shipments are subject to the terms and conditions of the Carrier, as well as Conditions set out herein. Each Carrier may have specific restrictions and prohibitions, and the Customer is responsible for familiarising themselves with all relevant restrictions and prohibitions prior to engaging the Supplier.
The Customer warrants to the Supplier and to the Carrier.
I. that they have read the terms and conditions of the Carrier;
II. that all information provided is true, complete and accurate, whether relating to the Shipment or otherwise;
III. that the Shipment was prepared in secure premises by the Customer or its reliable employees;
IV. that the Shipment was protected from unauthorized interference during preparation, storage and transportation to the Carrier;
V. that the Shipment is properly marked and addressed;
VI. that all applicable customs, import, export and other laws and regulations have been complied with, and;
VII. that the waybill has been signed by the Customer or its authorized representative.
2.1 An Account shall be established once the Account Application has been received by the Supplier. The placing of an Order by the Customer shall constitute acceptance by the Customer to purchase Services in accordance with these Conditions and the date the first Order is placed will be the date the Contract shall come into existence (Commencement Date). Each subsequent Order under an Account with the Customer shall be in accordance with these conditions.
2.2 Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s catalogues website or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
2.3 These Conditions apply to the Contract 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.
2.4 Any quotation given by the Supplier shall not constitute an offer, and shall only valid at point of quotation and may change at any time thereafter.
2.5 The Supplier reserves the right to change any of these terms and conditions by giving written notice to the Customer. Any notified amendment of these terms and conditions shall be incorporated into the Contract when the Customer is deemed to have received notice in writing of the amendment.
3.1 The Supplier shall supply the Services to the Customer in accordance with the
Specification in all material respects.
3.2 The Supplier shall use all reasonable endeavours to meet any performance dates specified by the Customer, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.3 The Supplier reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
4.1 The Customer shall:
(a) ensure that the terms of the Order are complete and accurate;
(b) co-operate with the Supplier and Carrier in all matters relating to the Services;
(c) provide the Supplier, Carrier, and their employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation
and other facilities as reasonably required by the Supplier or Carrier to carry out the Service;
(d) provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such
information is complete and accurate in all material respects;
(e) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to
start;
(f) properly package the Shipment to ensure safe transportation with ordinary care in handling and ensure the Shipment packaging meets the requirements of
the Carrier and industry standards for packaging of such goods for transport;
(g) agree not to do anything to conceal the contents of the Shipment or any possible damage to the contents of the Shipment prior to the Shipment being tendered to the Carrier or thereafter;
(h) send all goods and materials in compliance with the Carrier’s requirements and security restrictions in place at the time of the Shipment;
(i) agree to the terms and conditions of the Carrier in relation to the shipment of dangerous goods, as defined by the Carrier, including but not limited to ensuring proper packaging, transport preparation, and paperwork requirements are complied with;
(j) agree to indemnity the Supplier and Carrier for any liability of the Customer in relation to the shipment of dangerous goods however arising;
(k) not to send any goods which are on the Carriers restricted, dangerous or hazard goods list at the date an Order is placed with the Supplier.
4.2 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
(a) without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the
Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the
extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 4.2 ; and
(c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier or the Carrier arising directly or indirectly from the Customer Default.
5.1 The Charges for the Services shall be calculated on the following basis:
(a) in accordance with the Supplier’s fee rates, as set out in the Order based on
information provided by the Customer regarding the goods to be shipped by the Carrier.
(b) the Supplier shall be entitled to charge an additional rate without notice if the characteristics of the Shipment differ from that advised by the Customer, including inconsistencies in size, weight, commodity and any other condition not accurately described by the Customer;
(c) the Supplier shall be entitled to charge the Customer for any expenses reasonably incurred for the services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials.
5.2 The Customer acknowledges that any non-domestic Shipment will be processed for customs clearance in the country of its destination. Customs clearance procedures vary widely between countries, and the Customer agrees that the payment to the Supplier is not subject nor conditional upon any actions, delays or similar cause by custom clearance processes.
5.3 The Supplier reserves the right to increase the Charges with one days notice.
5.4 In the event the Customer has been granted reduced fee rate by the Supplier, the Customer agrees not to let other Customers or any other company or individual use the fee rate without authorization from the Supplier. The Customer further agrees not to resell the services of the Supplier to another Customer, company, or individual, and agrees to immediately notify the Supplier if a third party is found to be using the Customer’s Account.
5.5 The Supplier shall invoice the Customer on completion of the Services weekly in arrears
5.6 The Customer shall pay each invoice submitted by the Supplier:
(a) within 7 calendar days of the date of the invoice;
(b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and payment shall be of the essence of the Contract.
5.7 The Customer is solely responsible for paying any duties, customs charges, taxes or similar fees associated with the Shipment.
5.8 In the event of late payment by the Customer, with late payment being in excess of 7 calendar days from the due date of an invoice, and without limiting the provisions in clause 9, the Supplier also reserves the right to increase any advantageous fee rate previously offered to the Customer, to suspend any pending or current Shipments, and to seek reimbursement from the Customer in relation to any fees or any other such costs incurred in securing payment including but not limited to legal fees.
5.9 Payment terms may not be extended due to any pending issue or similar between the Customer and the Carrier.
5.10 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
5.11 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 9 , the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.13 will accrue each day at 4% above the Bank of England’s base rate from time to time.
5.12 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
5.13 Any refund request made by the Customer, shall be made in writing and sent to the Supplier by email to ffl@credentia.biz quoting the order number . Any such request shall be handled in accordance with the contractual and statutory rights of the Customer.
6.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier.
7.4 Without prejudice to the generality of clause 1.4 , the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Supplier and Carrier for the duration and purposes of the Service.
7.5 The Customer consents to the use, publication and processing of the information contained in the Account Application by the Supplier, Carriers, and other vendors who might request this information to further assist with the carrying out of the Service.
8.1 The Customer agrees that the Supplier bears no express or implied liability for the loss and damage of Shipments, and that the Supplier is not a Carrier and does not represent any Carrier.
8.2 The Customer agrees that any claims regarding service failure, loss or damage, late freight, or similar, must be handled directly by the Carrier that transported the Shipment, and that payment to the Supplier is not subject to nor conditional upon a Carrier’s settlement or refusal to pay a claim. The Customer may purchase their own Transit Cover Liability or when placing an Order agree to purchase the transit liability cover of the Carrier by choosing either the default insurance cover of the Carrier or the Carrier’s additional insurance cover .
8.3 The Supplier agrees to but shall not be obligated to assist the Customer with any claim against the Carrier regarding service failure, loss or damage and late freight of the Goods.
8.4 The Customer agrees that it has familiarised itself with the liability terms and conditions of the Carrier and its Restricted, Dangerous and Hazardous Goods list.
8.5 Nothing in the Contract, or these Conditions, limits any liability which cannot legally be limited, including but not limited to liability for:
(a) death or personal injury caused by negligence; and
(b) fraud or fraudulent misrepresentation.
8.6 The Supplier has given commitments as to compliance with legal requirements in clause
8.5. In view of this, the terms implied by sections 3, 4, and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
8.7 The Customer understands and agrees that it is responsible for arranging insurance, or any other such cover, directly with the Carrier or with any third-party insurer when engaging the Services of the Supplier. If the Customer chooses not to insure the Shipment with the Carrier, or through any other provider, it accepts the standard liability of the Carrier granted under its terms and conditions.
8.8 The Customer may be provided the option to select a warranty product when engaging the Services of the Supplier, and is advised that such warranty is a transportation services warranty only and not insurance.
8.9 Except where expressly stated herein, no other warranties, express or implied, by operations of law or otherwise, arising from a course of dealing or usage or the Services, shall be borne by the Supplier. The Supplier shall have no other liability to the Customer in connection with the services furnished, including without limiting the generality of the foregoing, any liability for direct, indirect, incidental, special or consequential damages or any injury or damages to persons and property. The Supplier will not be liable for goods or materials damaged by shipment, or any loss or damage arising out of circumstances beyond its control. These include but are not limited to: electrical or magnetic damage to, erasure of, electronic or photographic images, data or recordings; acts of God, acts of public authorities acting with actual or apparent authority; acts or omissions of customs or similar authorities insufficient information provided by the Customer; the application of security regulations imposed by the government; a government agency hold; riots, strikes or other labour disputes; civil unrest; industrial action’ disruptions of any kind in air or ground transportation networks such as weather phenomena and natural disasters.
8.10 The Supplier shall discharge any liability whatsoever arising in respect of the Services unless any such liability is brought to the written attention of the Supplier within 1 month from the date of the event or occurrence alleged to give rise to the cause of action.
8.11 This clause 8 shall survive termination of the Contract for a period of 6 years.
9.1 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract by giving the Customer 1 week’s written notice.
9.2 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer commits a material breach of any term of the Contract or these Conditions and (if such a breach is remediable) fails to remedy that breach
within 7 days of that party being notified in writing to do so;
(b) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with
its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a
solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another
jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(c) the Customer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its obligations under the Contract or these Conditions; or
d) the Customer’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfill its obligations under the Contract or these Conditions has been placed in jeopardy.
9.3 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer fails to pay any amount due under the Contract on the due date for payment; or
(b) there is a change of control of the Customer.
9.4 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 9.2(b) to clause 9.2(d) , or the Supplier reasonably believes that the Customer is about to become subject to any of them.
10.1 On termination of the Contract, the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.
10.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry.
10.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
11.1 Force majeure – Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
11.2 Assignment and other dealings
(a) The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
(b) The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights
and obligations under the Contract without the prior written consent of the Supplier.
11.3 Confidentiality
(a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except where expressly permitted.
(b) Each party may disclose the other party’s confidential information:
(i) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the
party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 11.3 ; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
11.4 Entire agreement
(a) The Contract and these Conditions constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation,
assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or
negligent misrepresentation or negligent misstatement based on any statement in the Contract.
11.5 Variation – Except as set out in these Conditions, no variation of the Contract or these Conditions shall be effective unless it is in writing and
signed by the parties (or their authorised representatives).
11.6 Waiver – A waiver of any right or remedy under the Contract, these Conditions, or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract, these Conditions, or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
11.7 Severance – If any provision or part-provision of the Contract or these Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
11.8 Notices
(a) Any notice or other communication given to a party under or in connection with the Contract or these Conditions shall be in writing and shall be delivered
by email or pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any
other case)
(b) Any notice or communication shall be deemed to have been received on the second Business Day after posting or by email if delivery of receipt is confirmed
(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of
dispute resolution.
11.9 Third party rights
Unless it expressly states otherwise, the Contract does not give rise to any rights
under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the
Contract.
11.10 Governing Law – Any dispute or claim (including non-contractual disputes or claims) arising out of the Contract, these Conditions shall be governed by, and construed in accordance with the law of England and Wales.
11.11 Jurisdiction – Each party irrevocably agrees that the courts of England and Wales shall
have exclusive jurisdiction to settle any dispute or claim (including non-contractual
disputes or claims) arising out of or in connection with the Contract or these Conditions.
The Customer hereby confirms they have read and accept the Conditions contained herein.
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