1. Interpretation
1.1. In these Conditions:
“Client”
means the person named on the Quotation to whom the Supplier has agreed to provide the Specified Service in accordance with these Terms;
“Contract”
means the contract for the provision of the Specified Service;
“Consequential Loss”
means any direct, indirect or special economic loss or other loss of production, product, use, turnover, profits, anticipated profits, business opportunity or goodwill or any other indirect, special or consequential loss or damage, costs, expense or claims for compensation whatsoever;
“Goods”
means the goods which are to be the subject of the Contract and which are set out in the Quotation;
“Quotation”
means the Seller’s quotation to which these Terms are appended;
“Specified Service”
means the service to be provided by the Supplier for the Client and referred to in the Quotation;
“Supplier”
means British Engines Limited (registered in England and Wales under number 00167542) trading as Stadium Packing Services;
1.2. The headings in these Terms are for convenience only and shall not affect their interpretation.
2. L7–022 Supply of the Specified Service
2.1. The Supplier shall provide the Specified Service to the Client subject to these Terms. Any changes or additions to the Specified Service or these Terms must be agreed in Writing by the Supplier and the Client.
2.2. For the avoidance of doubt, by entering into this Contract the Client hereby agrees that the Supplier is not a common carrier and that the Supplier shall not be liable as such in relation to the provision of the Specified Service.
2.3. The Specified Service shall be provided in accordance with the Quotation and otherwise in accordance with the Supplier’s current brochure or other published literature relating to the Specified Service from time to time, subject to these Terms.
2.4. The Supplier may correct any typographical or other errors or omissions in any brochure, promotional literature, quotation or other document relating to the provision of the Specified Service without any liability to the Client.
2.5. The Supplier may at any time without notifying the Client make any changes to the Specified Service which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Specified Service.
2.6. Where the Supplier is to arrange the transportation of the Goods, it may carry the Goods by any route and by any mode of transport that it shall think fit.
3. Obligations and Warranties of the Client
3.1. The Client shall at its own expense supply the Supplier with all necessary data or other information relating to the Specified Service, within sufficient time to enable the Supplier to provide the Specified Service in accordance with the Contract. The Client shall ensure the accuracy of all such data and information.
3.2. The Client shall grant to, or obtain for, the Supplier such rights of access to the premises at which the Goods are located as are reasonably required to enable the Supplier to perform the Specified Service.
3.3. The Client warrants that it has provided to the Supplier all information relating to the characteristics of the Goods that the Supplier may require in order to plan and effect the provision of the Specified Service (including without limitation, details of fragile items and items which are inherently toxic or hazardous).
3.4. The Client warrants that it is the owner of the Goods, or in the alternative that it has the necessary authority from the owner of the Goods to accept the terms of this Contract in relation to the provision of the Specified Service in relation to the Goods.
3.5. It shall be the responsibility of the Client to provide all shipping marks and labels that are to be applied to the Goods provided that the Supplier shall apply the appropriate international shipping marks to the Goods.
3.6. Where Goods are presented to the Supplier ready packed for the provision by the Supplier of transportation or warehousing services only, the Client shall ensure that they are properly and securely packed and are in such condition as not to cause injury to the Supplier, (or to any of its employees or agents, or any third party), or to cause damage to the property of the Company, (or to any of its employees or agents, or any third party). The Client shall indemnify and keep indemnified the Supplier from and against all costs, claims, fines, demands, liabilities, expenses, damages or losses arising out of or in connection with the failure by the Client to comply with the requirements of this clause 3.6.
3.7. The Client shall be liable to pay all import or export duties, or any other duties or taxes, as may become payable anywhere in the world as a result of the provision of the Specified Service.
4. L7–023 Charges
4.1. Subject to any special terms agreed, the Client shall pay the Supplier’s quoted price, and any additional sums which are agreed between the Supplier and the Client for the provision of the Specified Service or which, in the Supplier’s sole discretion, are required as a result of the Client’s instructions or lack of instructions, the inaccuracy of any information or data provided to the Supplier, any change in the date for the performance of the Specified Service required by the Client, or any other cause attributable to the Client.
4.2. The Supplier reserves the right, by giving notice in writing to the Client, to increase the price of the Specified Service to reflect any increase in the cost to the Supplier which is due to any factor beyond the control of the Supplier, (such as, without limitation, any foreign currency fluctuation, currency regulation, significant increase of labour costs, materials or other costs).
4.3. If:
4.3.1. the Supplier has agreed to provide warehousing services to the Client, and the Client (or its employees or agents) fails to collect the Goods from the warehouse on the agreed date; or
4.3.2. the Supplier has agreed to arrange for the transportation of the Goods and the Client (or consignee) of the Goods fails to take delivery thereof at the time and place agreed for delivery;
then without limiting any other right or remedy available to the Supplier the Supplier may store the Goods until actual collection or delivery (as the case may be) and charge the Client for the costs (including insurance) of storage and (where appropriate) redelivery.
4.4. All charges quoted to the Client for the provision of the Specified Service are exclusive of any Value Added Tax, for which the Client shall be additionally liable at the applicable rate from time to time.
4.5. The Supplier shall be entitled to invoice the Client on completion of the Specified Service or at other times agreed with the Client.
4.6. The Supplier’s charges and any additional sums payable shall be paid by the Client (together with any applicable Value Added Tax, and without any setoff or other deduction) within 30 days of the date of the Supplier’s invoice.
4.7. If payment is not made on the due date, the Supplier shall be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount (both before and after any judgment) at the rate of 4% above the base rate from time to time of Nat West Bank plc from the due date until the outstanding amount is paid in full. The Supplier reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
5. L7–025 Warranties and Liability
5.1. The Supplier warrants to the Client that the Specified Service will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with the Specification and at the intervals and within the times referred to in the Quotation. Where the Supplier supplies in connection with the provision of the Specified Service any goods supplied by a third party, the Supplier does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Client the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to the Supplier.
5.2. Nothing in these Terms shall limit or exclude the Supplier’s liability for death or personal injury caused by the Company’s negligence or fraudulent misrepresentation.
5.3. The Supplier shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or nonarrival, or any other fault of the Client.
5.4. The Supplier shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any Consequential Loss (whether caused by the breach of contract negligence or otherwise of the Supplier, its servants or agents or otherwise) which arise out of or in connection with the provision of the Specified Service or their use by the Client.
5.5. The Supplier’s liability in respect of goods that are damaged, lost, delayed or misdelivered shall not exceed £100 per metric ton in weight of that part of the Goods in respect of which the claim arises.
5.6. The Supplier shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations hereunder, if the delay or failure was due to any cause beyond the Supplier’s reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Supplier’s reasonable control:
5.6.1. Act of God, explosion, flood, tempest, fire or accident;
5.6.2. war or threat of war, sabotage, insurrection, civil disturbance or requisition;
5.6.3. acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
5.6.4. import or export regulations or embargoes;
5.6.5. strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
5.6.6. difficulties in obtaining raw materials, labour, fuel, parts or machinery;
5.6.7. power failure or breakdown in machinery.
5.7. The Supplier shall not be liable for any loss, damage, delay if the nature of the Goods exposes them to total or partial loss or damage through natural deterioration, decay, or latent defect.
5.8. The Supplier shall not be liable for any loss or damage, error or delay unless notice is given to the Supplier:
5.8.1. in the event of damage as partial loss within 3 days of delivery of the damaged Goods or the balance of the Goods;
5.8.2. in any other case, within 7 days of the date on which delivery was due.
5.9. By entering into the Contract the Client agrees that the benefit of every defence, exemption and limitation of liability available to the Supplier under the Contract shall be available to the employees of the Supplier from time to time and any sub-contractors and agents of the Supplier.
6. Insolvency of Client
6.1. This clause 6 applies if:
6.1.1. the Client makes a voluntary arrangements with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
6.1.2. an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Client; or
6.1.3. the Client ceases, or threatens to cease, to carry on business; or
6.1.4. the Supplier reasonably apprehends that any of the events mentioned above is about to occur in relation to the Client and notifies the Client accordingly.
6.2. If this clause applies then, without limiting any other right or remedy available to the Supplier, the Supplier may cancel the Contract or suspend provision of the Specified Service without any liability to the Client, and if the Specified Service has been provided but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
7. L7–027 General
7.1. These Conditions (together with the terms, if any, set out in the Quotation) constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in Writing between the parties. All other terms, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
7.2. The Supplier shall be entitled to sub-contract the performance of any part of its obligations under the Contract.
7.3. A notice required or permitted to be given by either party to the other under these Terms shall be in Writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
7.4. No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
7.5. If any provision of these Terms is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected.
7.6. Other than by virtue of clause 5.10, a person is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
7.7. English law shall apply to the Contract, and the parties agree to submit to the nonexclusive jurisdiction of the English courts.
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