Application

1.1 These Terms and Conditions shall apply to the provision of Services by Universal Supply Chain & Solutions Limited, a company registered in England and Wales under company number 03067091, whose registered office is at South Portway Close, Round Spinney, Northampton, NN3 8RH, hereinafter known as “the Company” to the Customer.

1.2 These terms and conditions may be revised by the Company from time to time. Any such revision shall not become effective until the expiry of 28 days from the date notice of proposed the revision is given to the Customer.

Definition & Interpretations

2.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Agreement” means the Agreement entered into between the Company and the Customer which shall incorporate, and be subject to, these Terms and Conditions;

“Contract Packing” means the repackaging of Goods for redistribution; “Customer” means any individual, firm or corporate body (which expression shall, where the context so admits, include its successors and assigns) which purchases Services from the Company;

“Dangerous Goods” means any weapon, drug, poison, damaging article or substance(s), the carriage of which is prohibited by statutory regulations and/or legislation for the time being in force, or Goods which in the sole opinion of the Company present a hazard;

“Facility” means the Company’s premises at which the Goods are to be stored and/or re-worked;

“Fees” means the fees payable in accordance with the terms of payment by the Customer under clause 12;

“Goods” means goods, whether a single item or in bulk or contained in one parcel, package or container as the case may be or any number of separate items, parcels, packages or containers to be stored, distributed, Contract Packed and/or Re-worked by the Company;

“Perishable Goods” means Goods that are subject to decay, spoilage or destruction, have a limited shelf-life and have to be packed and stored under special conditions;

“Quotation” means the cost estimate put forward by the Company in writing for the provision of the Services;

“Re-works” means the alteration of the Customer’s Goods in accordance with the Quotation and/or any specification agreed; and

“Services” means the storage, stock management, distribution, fulfilment, re- working and/or Contract Packing services to be provided by the Company to the Customer as set out in the Quotation.

2.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:

2.2.1 “writing” and “written” includes emails and faxes;

2.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

2.2.3 “these Terms and Conditions” is a reference to these Terms and Conditions as amended or supplemented at the relevant time;

2.2.4 a clause is a reference to a clause of these Terms and Conditions;

2.2.5 a “Party” or the “Parties” refer to the parties to these Terms and Conditions.

2.3 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon their interpretation.

2.4 Words imparting the singular number shall include the plural and vice versa. References to any gender shall include the other gender.

Account Application and Basis of Quotation

3.1 The Customer will be required to open an account with the Company by completing an account application form, before any Quotation can be requested or accepted, unless otherwise agreed. Any individual completing the account application form on behalf of a business confirms they have the authority to contractually bind and enter into an Agreement on behalf of that business.

3.2 Any Quotation given by the Company shall constitute the entire scope of works and shall be valid for a period of 30 days from its date of issue, unless otherwise specified. The acceptance of any Quotation creates a legally binding Agreement between the parties and includes the acceptance of these Terms and Conditions, which shall apply between the parties.

3.3 No terms or conditions stipulated or referred to by the Customer in any form whatsoever shall in any respect vary or add to these Terms and Conditions unless otherwise agreed by the Company in writing.

Term

4.1 Re-working and Contract Packing Services will be carried out on a one-off basis. Once the Quotation has been accepted, the Services cannot be cancelled. In the event of cancellation, all sums due under the Agreement shall be immediately due and payable.

4.2 The Agreement for all other Services will be for an initial term of 3 years, unless otherwise specified, and shall then be automatically renewed, with the exception of the price, on the same terms and conditions as set out in the Agreement on a rolling 3-yearly basis (or for the same term if this is different) unless a written notice to terminate is given by either party in accordance with clause 26 of these Terms and Conditions.

Customer’s obligations

5.1 The Customer warrants that they are the owner of the Goods or have the authority of the owner of the Goods to instruct the Company to carry out the Services as identified in the Quotation and/or agreed specification.

5.2 The Customer warrants that the Goods are as described to the Company with regard to their nature, weight, quantity, condition and dimensions.

5.3 It is the Customer’s responsibility to ensure that the Goods, when delivered to the Company, are marked up with all the information required as detailed in the Agreement and in particular the weight, dimensions, quantities, product code, product description, inners and outers, unit of measure, reorder points and any other specific information requested by the Company within each consignment.

5.4 The Customer will disclose and warrant that Goods accepted for storage and distribution by the Company are safe to handle without causing injury and will comply with all relevant statutory regulations and/or legislation for the time being in force concerning their storage, packing, marking, documentation, labelling and distribution and shall provide the Company with such information in writing as will enable the Company to know the identity of the Goods and in the case of Dangerous Goods, the nature of the hazards that may be created and any action to be taken in an emergency.

5.5 The Customer shall provide:

5.5.1 sufficient insurance for the Goods held at the Facility;

5.5.2 risk assessments and/or method statements where the Company is required to carry any Goods;

5.5.3 a manifest or electronic download of orders to be collected or delivered by or to the Company and in the absence of such a manifest or electronic download, give no less than 24 hours’ written notice of their intention to deliver or move Goods to or from the Company’s Facility;

5.5.4 where required and at the Customer’s own expense, a link to all computer systems necessary for the provision of the Services;

5.5.5 forecasts of delivery patterns and changes thereto in a timely manner.

The Company shall not be responsible for delays where the provisions of this clause are not met.

5.6 The burden of proving the condition of the Goods and that the Goods were of the nature, property, chemical composition, quantity, quality or weight declared in the relevant documentation shall rest with the Customer.

5.7 The Customer shall decide and inform the Company of any specific method of packaging, distribution and delivery which shall be detailed in the Agreement and agreed between the parties.

5.8 The Company may request the Customer removes the Goods within 7 days of the completion of the Re-works or Contract Packing project, or upon termination of the Agreement for ongoing Services. In the event the Goods are not removed by the Customer within this timeframe, the Company reserves the right, at its absolute discretion, to dispose of, sell or charge for storage of the Goods as the Company sees fit.

5.9 Where the Company is carrying out Re-works or Contract Packing:

5.9.1 Unless otherwise agreed, it is the Customer’s responsibility to provide the necessary materials and/or parts for the Re-works or Contract Packing.

5.9.2 The Customer will disclose and warrant that the Goods and any materials and/or parts provided by the Customer will comply with all relevant statutory regulations and/or legislation for the time being in force concerning the Re-works or Contract Packing required and shall provide the Company with such information in writing if so requested by the Company.

5.9.3 The Customer shall provide a specification detailing the nature of the Re-works or Contract Packing which will comply with all relevant statutory regulations and/or legislation for the time being in force for the market and place, including country or continent, of where the Goods are to be eventually sold and shall provide the Company with such information in writing if so requested by the Company.

5.9.4 The Customer accepts all liability for compliance with all relevant statutory regulations and/or legislation for the time being in force concerning the Re-works or Contract Packing required.

5.9.5 Where the Re-works are to be “invasive” the Customer shall provide to the Company the manufacturer’s specification where the manufacturer is not the Customer.

The Company’s obligations

6.1 The Company is not responsible for the accuracy of the information provided on the packaging by the Customer or for checking that the quantities as marked match with the contents of each consignment, unless the Agreement includes a fee for the physical counting and checking of quantities of the Customer’s Goods.

6.2 The Company shall notify the Customer of any pre-existing damage to and/or deficiency in the Goods, within a reasonable time of the Company becoming aware of such damage or deficiency. Such Goods shall, in the absence of any express agreement to the contrary between the parties hereto, be returned to the Customer at the Customer’s expense.

6.3 The Company shall not be under any obligation to provide any plant, power or labour, other than that carried by a delivery vehicle, required for loading or unloading the Goods. If such plant, power or labour is required, this shall be notified to the Customer and any additional charges shall be invoiced to the Customer.

6.4 The Company shall not be required to provide service beyond the usual place of collection or delivery but if any such service is given, at the request of the Customer, this shall be at the sole risk of the Customer and any additional charges incurred shall be invoiced to the Customer.

6.5 The Company shall use the most cost effective method of transporting the Goods unless an alternative method is stipulated by the Customer and detailed in the Agreement.

 The Services

7.1 From the date the Agreement is formed, as detailed in clause 3, the Company shall, in consideration of the Fees being paid in accordance with the terms of payment, provide the agreed Services to the Customer to include, where applicable:

7.1.1 Collection of goods and materials from the Customer’s designated place of collection and relocation to the Company’s Facility;

7.1.2 Inventory management, goods receipt and despatch functions;

7.1.3 Co-ordination of transport services;

7.1.4 Order fulfilment;

7.1.5 Proof of delivery information;

7.1.6 Implementation of the most cost effective freight services reasonably available taking into account all relevant operational parameters;

7.1.7 Retention of records relevant to the Services provided; and/or

7.1.8 Re-working or Contract Packing of the Goods.

7.2 Where it is agreed that the Re-worked Goods are to be sold by the Company on behalf of the Customer, the Goods shall be placed in the Company’s eBay shop and presented for sale. The Company shall only pay the Customer for the Goods to be offered for sale within 30 days from the month end following the month in which the payment from the eBay purchaser was received by the Company. The sale price for such Goods shall be agreed between the parties. Likewise, the sum that the Company shall pay to the Customer for Goods sold in this way shall be agreed between the parties. Where the Customer instructs the Company to reduce or increase the sale price of the Goods as presented in the Company’s eBay shop, the parties shall agree that similarly the sum to be paid to the Customer shall reduce or increase in proportion to the reduction or increase in the sale price and an exact sum shall be agreed. Goods not sold in this way shall be returned to the Customer provided any fees for the Re-work services have been paid in full.

7.3 The Company will use reasonable care and skill to perform the Services using competent and trained labour resources for the Services.

7.4 The Company has the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services and the Company shall notify the Customer should such a change be necessary.

7.5 The Company shall use all reasonable endeavours to complete its obligations under the Agreement, but time will not be of the essence in the performance of these obligations.

Storage

8.1 All Customer Goods are located and stored. The location and storage area is calculated by the Company on the information provided by the Customer. Should the information provided be incorrect and additional storage space or a different location is required, the Company reserves the right to revise its price and charge for the additional storage space and location accordingly.

8.2 Should less space be required by the Customer, the Company reserves the right nevertheless to charge for the original allocated space.

Reporting: The Company shall provide reports to the Customer at the frequency and in the detail as detailed in the Agreement. It is the Customer’s responsibility to check the accuracy of these reports and where it is believed that there is a discrepancy in the stocked items, this must be notified by the Customer in writing within 24 hours of the belief that a discrepancy has arisen. Unless it can be evidenced that the error occurred as a result of the Company’s error, the Company shall accept no liability whatsoever for any discrepancy that may have arisen.

 Errors or Discrepancies: The Customer shall be responsible for the accuracy of any information submitted to the Company. The Company’s quotation is based on the information provided to the Company at the time of its preparation. Should any errors or discrepancies become evident which affects the Fees, the Company reserves the right to make adjustments to it.

Literature and Representations

11.1 Any marketing literature of the Company’s is presented in good faith as a guide to represent the Services offered and does not form a part of the Agreement.

11.2 No employees or agents of the Company are authorised to make any representation concerning the Company’s Services unless confirmed by the Company in writing. In entering into the Agreement the Customer acknowledges that they do not rely on and waive any claim for breach of any such representations, which are not confirmed.

Fees and Payment

12.1 All payments required to be made by the Customer pursuant to the Agreement shall be made within 30 days of the date of the relevant invoice, unless otherwise agreed, in pounds sterling without set-off, withholding or deduction except such amount (if any) of tax as the Customer is required to deduct or withhold by law.

12.2 In addition the Company shall be entitled to recover from the Customer their reasonable incidental expenses for materials used and Services supplied in connection with the provision of the Services.

12.3 The Customer will pay the Company for any additional Services provided by the Company that are not specified in the Agreement in accordance with the Company’s then current, applicable rate in effect at the time of the performance or such other rate as may be agreed. Any charge for additional Services will be supplemental to the amounts that may be due for expenses.

12.4 Goods accepted for storage during any calendar week shall be as though they were received the first day of the week.

12.5 Storage fees shall be charged on a peak occupancy in the calendar month basis, unless otherwise agreed in writing.

12.6 All fees or prices quoted by either Party pursuant to the Agreement are exclusive of any value added tax or any other taxes for which that Party shall be additionally liable.

12.7 The Company’s Fees may be revised from time to time. Any such revision shall not become effective until the expiry of 28 days from the date of notice of proposed revision is given to the Customer or 28 days from the expiry of any fixed fee period.

12.8 The Company will be entitled to increase their Fees within 28 days, irrespective of whether the Services provided are on an individual order basis or for a contracted period, by the giving of notice in writing to the Customer, where the Company has suffered an unexpected increase in overhead, through no fault of their own such as, but not limited to, an increase in fuel costs, duty or transit charges or changes to exchange rates.

12.9 The time of payment shall be of the essence. If the Customer fails to make any payment on the due date or becomes insolvent then the Company shall cancel any credit terms with immediate effect and all invoices shall immediately be deemed due for payment and the Late Payment of Commercial Debts (Interest) Act 1998 shall apply to all sums due to the Company.

12.10 The Company shall have a lien on the Goods for sums unpaid on any invoice, account or Agreement. If such lien is not satisfied within 30 days, then title in the Goods shall pass to the Company and the Company may sell the Goods, or part thereof, as agent for the owner and apply the proceeds towards any sums unpaid and any expenses incurred as a result of having to sell the Goods and account to the Customer for any balance due to them at which point any liability of the Company for the Goods shall cease.

12.11 Any query on invoices brought by the Customer to the Company must be notified by the Customer to the Company in writing within 30 days of the invoice date.

Intellectual Property Rights: The Customer warrants that any Goods, materials, images, documents, logos or instructions supplied or given to the Company shall not cause the Company to infringe any intellectual property rights, including any letter patent, registered design or trade mark, and the Customer shall indemnify the Company against all loss, damages, costs and expenses awarded against or incurred by the Company in settlement of any claim for infringement of any patent, copyright, design, licence, trademark or any intellectual property rights which results from the use of such information.

Variation and Amendments

14.1 If the Customer wishes to vary any details of the Agreement they must notify the Company in writing as soon as possible. The Company shall endeavour to make any required changes and any additional costs thereby incurred shall be invoiced to the Customer.

14.2 If, due to circumstances beyond the Company’s control, it has to make any change in the arrangements relating to the provision of the Services it shall notify the Customer immediately. The Company shall endeavour to keep such changes to a minimum and shall seek to offer the Customer arrangements as close to the original as is reasonably possible in the circumstances.

Cancelled and/or Postponed Deliveries

15.1 Should the delivery of Goods be postponed or cancelled by the Customer, the Company shall be entitled to recover from the Customer any expenses and all storage fees in respect of space reserved for such Goods incurred by the Company.

Aborted or Delayed Deliveries

16.1 Where the Company is instructed by the Customer to release and deliver Goods which such delivery is then delayed or aborted through no fault of the Company, the Company shall be entitled to recover from the Customer any expenses incurred by the Company as a result.

16.2 FCA – Free Carrier. The seller delivers the goods to the carrier or another person nominated by the buyer at the seller’s premises or another named place. The parties are well advised to specify as explicitly as possible the point within the named place of delivery, as the risk passes to the buyer at that point.

Sub-Contracting and Assignment

17.1 The Company may sub-contract the performance of any of its obligations under the Agreement without the prior written consent of the Customer.

17.2 Neither Party shall be entitled to assign this Agreement or all of its rights and obligations hereunder without the prior written consent of the other party (which shall not be unreasonably withheld or delayed).

17.3 This Agreement shall be binding upon any successors in title of the parties.

Limitation of Liability

18.1 Except as otherwise provided in these conditions, the liability of the Company in respect of claims for physical loss, mis-delivery of or damage to Goods howsoever arising shall in all circumstances be limited to the lesser of:

18.1.1 £100 (pounds sterling) per tonne weight of the Goods; or

18.1.2 where the Company has used a third party delivery company as detailed in clause 20.2, the total sums received by the Company from the third party delivery company.

Liability and Indemnity

19.1 The Company shall be liable for any reasonable direct costs associated with the physical loss, mis-delivery of or damage to the Goods if such physical loss, mis-delivery or damage is proved to be due to the negligence of the Company, its servants, agents or sub-contractors. The Company shall provide remedial Services or shall raise a credit note to the Customer for the Services concerned. This clause 19.1 shall be the Company’s sole liability for defective Services, subject to clause 18 and clause 19.2 below.

19.2 Except in respect of death or personal injury, fraud or fraudulent misrepresentation or any other liability which cannot be legally excluded or limited and either of the foregoing are caused by the Company’s negligence, the Company will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under the express terms contained herein, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the Company’s servants or agents or otherwise) in connection with the performance of its obligations under the Agreement or with the use by the Customer of the Services supplied.

19.3 The Company shall not be liable to the Customer or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of the Company’s obligations if the delay or failure was due to any cause beyond the Company’s reasonable control. Such causes include, but are not limited to: a force majeure event, insufficient or improper packing, labelling or addressing by the Customer or the provision of insufficient parts and/or materials by the Customer for use in the Re-works or Contract Packing.

19.4 The Company shall not be liable for any theft, fire damage or other damage howsoever caused whilst the Goods are in transit where such transit is arranged by the Customer.

19.5 The Company shall not be liable for any decay, spoilage or destruction, leakage or deficiency or for any specific packaging or conditions of storage for Goods of a perishable nature. It is the Customer’s sole responsibility for providing the Company with the shelf life period of the Perishable Goods and for ensuring that they are correctly packaged and the Company accepts no responsibility for the accuracy of this information.

19.6 The Company shall not be liable in respect of Goods where it is found that there has been fraud or theft on the part of the Customer.

19.7 The Customer shall indemnify the Company against all damages, costs, claims and expenses suffered by the Company arising from loss or damage (including that of third parties) caused by any error, omission, mis-statement or misrepresentation by the Customer or his agents or employees and any claims caused by or arising out of the storage of Dangerous Goods and claims made upon the Company by HM Revenue & Customs in respect of dutiable Goods.

19.8 The Company shall not, under any circumstances, be liable for loss of or damage to Goods arising after the Company’s responsibility for storage has come to an end or arising after the Company’s Services have been completed other than detailed in any applicable Warranty under clause 22.

19.9 Clauses 18 and 19 shall survive termination of the Agreement, howsoever arising.

Time Limits for Claims

20.1 All claims for damage to, physical loss of, or mis-delivery of any Goods must be made in writing by the Customer within 3 days after the estimated delivery date of the Goods alleged to be damaged, lost or mis-delivered. Failure to make a claim within the time stipulated shall mean that the Company shall be under no liability to the Customer, unless the Customer can prove it was not reasonably possible to make a claim in writing within the time stipulated.

20.2 Where the Company uses third party delivery companies to deliver the Services and where a claim as described in clause 19.1 is accepted by the Company, the Company shall submit a subsequent claim to the relevant third party and shall refund to the Customer any payments received for such damage, physical loss or mis-delivery. Proof of such sums received shall be shown to the Customer upon request.

Insurance

21.1 The Company shall maintain Public Liability Insurance of at least £5 million and shall insure its personnel and equipment involved in the provision of the Services against all appropriate risks and shall provide such evidence of insurance at the reasonable request of the Customer.                                                                                                                             21.2 The Company shall not provide specific insurance for the Customer’s Goods whilst they are held at the Company’s Facility or whilst in transit, unless otherwise agreed.

Warranty: This clause applies to Contract Packing & Re-works only: 22.1 Any ongoing warranty or guarantee on the Goods after having been Re- worked or Contract Packed is the responsibility of the Customer. The Company offers no warranty or guarantee on any Goods Re-worked or Contract Packed.                                                                                                                                                                                                                        22.2 Where Re-working, the Company does not warrant that all problems can and will be corrected. Where appropriate, the Company shall use its best and reasonable endeavours to correct problems so long as the problems are replicable or otherwise identifiable by the Company.

No employment: Nothing in this Agreement shall render or be deemed to render the Company an employee or agent of the Customer or the Customer an employee or agent of the Company.

Restrictive Covenants: Neither party will, during the term of this Agreement and for a period of 1 year from its termination or expiry, without the others prior written consent, appoint in any way or cause to be employed, engaged or appointed an employee, agent, director, consultant or independent contractor of the other. Whilst the above restriction is considered by the parties to be reasonable in all the circumstances, if it is adjudged to go beyond what is reasonable in all the circumstances for the Company’s protection but would be judged reasonable if its period reduced or an area defined, it shall apply with such words deleted or with such modifications as may be necessary to make it valid and effective.

Confidentiality

25.1 Both the Company and the Customer shall undertake that, except as provided by sub-clause 25.2 or as authorised in writing by the other Party, they shall at all times during the continuance of the Agreement and for 2 years after its termination or expiry:                                                                                                                                                                                  25.1.1 keep confidential all confidential information;                                                                                                                                                                                                                             25.1.2 not disclose any confidential information to any other party;                                                                                                                                                                                                     25.1.3 not use any confidential information for any purpose other than as contemplated by the Agreement;                                                                                                                                     25.1.4 not make any copies of, record in any way or part with possession of any confidential information; and                                                                                                                                        25.1.5 ensure that (as applicable) none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-clauses 25.1.1 to 25.1.4.                                                                                                                                                                                                                                                                            25.2 Subject to sub-clause 25.3, either Party may disclose any confidential information to:                                                                                                                                                                             25.2.1 any of their sub-contractors or suppliers;                                                                                                                                                                                                                                                            25.2.2 any governmental or other authority or regulatory body; or                                                                                                                                                                                                                25.2.3 any of their employees or officers or those of any party described in sub-Clauses 25.2.1 or 25.2.2;                                                                                                                                25.3 Disclosure under sub-clause 25.2 may be made only to the extent that is necessary for the purposes contemplated by the Agreement, or as required by law. In each case the disclosing Party must first inform the recipient that the confidential information is confidential. Unless the recipient is a body described in sub-clause 25.2.2 or is an authorised employee or officer of such a body, the disclosing Party must obtain and submit to the other Party a written undertaking from the recipient to keep the confidential information confidential and to use it only for the purposes for which the disclosure is made.                                                                                                                                                                                                                                         25.4 Either Party may use any confidential information for any purpose, or disclose it to any other party, where that confidential information is or becomes public knowledge through no fault of that Party.                                                                                                                                                                                                                                                                                              25.5 When using or disclosing confidential information under sub-clause 25.4, the disclosing Party must ensure that it does not disclose any part of that confidential information which not public knowledge is.                                                                                                                                                                                                                                                                                 25.6 The provisions of this clause 25 shall continue in force in accordance with its terms, notwithstanding the termination of the Agreement for any reason.

Termination

26.1 This Agreement shall come into force in accordance with clause 3.2 and shall be automatically renewed in accordance with clause 4.2, until written notice to terminate is given by either Party, such notice to be given a minimum of 3 months before the end of the then-current term and shall be effective only at the end of that term.

26.2 Either Party may terminate the Agreement forthwith by giving written notice to the other Party if:

26.2.1 any sum owing to that Party by the other Party under any of the provisions of the Agreement is not paid within 30 days of the due date for payment;

26.2.2 the other Party commits any other breach of any of the provisions of the Agreement and, if the breach is capable of remedy, fails to remedy it within 14 days after being given written notice giving full particulars of the breach and requiring it to be remedied;

26.2.3 an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;

26.2.4 the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);

26.2.5 the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under this Agreement);

26.2.6 anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party;

26.2.7 the other Party ceases or threatens to cease to carry on business; or

26.2.8 control of the other Party is acquired by any person or connected persons not having control of that other Party on the date of the Agreement. For the purposes of this clause, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.

26.3 For the purposes of sub-clause 26.2.2, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.

26.4 In the event of termination, any sums due shall become immediately due and payable and the Company shall retain any sums already paid to it by the Customer without prejudice to any other rights the Company may have whether at law or otherwise. All clauses which, either expressly or by their nature, relate to the period after the expiry or termination of the Agreement shall remain in full force and effect.

Force Majeure: Neither the Customer nor the Company shall be liable for any failure or delay in performing their obligations under the Agreement where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

Waiver

28.1 No waiver by the Company of any breach of the Agreement by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision. A waiver of any term, provision or condition of the Agreement shall be effective only if given in writing and signed by the waiving Party and then only in the instance and for the purpose for which the waiver is given.

28.2 No failure or delay on the part of any Party in exercising any right, power or privilege under the Agreement shall operate as a waiver of, nor shall any single or partial exercise of any such right, power or privilege preclude, any other or further exercise of any other right, power or privilege.

Severance: The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable, that/those provisions shall be deemed severed from the remainder of these Terms and Conditions (and the Agreement, as appropriate). The remainder of these Terms and Conditions shall be valid and enforceable.

Notices

30.1 All notices under the Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.

30.2 Notices shall be deemed to have been duly given: when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated; on the fifth day following mailing, if mailed by national ordinary mail, postage prepaid; or on the tenth day following mailing, if mailed by airmail, postage prepaid; in each case addressed to the most recent address, email address, or fax number notified to the other Party.

30.3 Service of any document for the purposes of any legal proceedings concerning or arising out of the Agreement shall be effected by either Party by causing such document to be delivered to the other Party at its registered or principal office, or to such other address as may be notified to one Party by the other Party in writing from time to time.

United Kingdom Warehousing Association Contract Conditions for Logistics (UKWA): The Company is a member of UKWA under membership no. 00050798. The conditions as published by UKWA from time to time are incorporated into these terms and conditions but where a conflict in terms and conditions may arise, the terms and conditions of the Company shall apply and take precedence.

Third Party Rights: Neither the Company nor the Customer intend that any term of the Agreement will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

Disputes

33.1 The parties agree to co-operate with each other in an amicable manner with a view to achieving the successful implementation of this Agreement.

33.2 If, notwithstanding the terms of this Agreement, a dispute arises between the Company and the Customer during the term of this Agreement in relation to any matter which cannot be resolved by local operational management, either party may refer the matter for determination by referral in the first instance to the decision of the Managing Director of each of the parties.

33.3 If any dispute is not resolved within 21 days of its referral pursuant to clause 33.2 then either party may refer it for determination by an independent person agreed between the parties or in the absence of such agreement within 7 days by a person appointed for this purpose by the President for the time being of The Law Society on the application of either of the parties. Such person shall act as an expert and not as an arbitrator and make such determination within 28 days of his appointment and his determination shall be final and binding on the parties. The fees of such expert shall be paid as he may direct or in the absence of any direction such fees shall be paid equally by the parties.

Law and Jurisdiction

34.1 These Terms and Conditions and theAgreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

34.2 Subject to clause 33, any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions or the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.