Terms and Conditions
1
Definition
1.1 In this document, the following
words will have meanings as specified below:
"Agreement" means the terms and conditions contained in
this document;
"Consignment" means the documents, articles or
other item(s) in respect of which the Customer has asked GPS
Couriers to perform the Courier Services;
"Courier Services" means the collection and
delivery of the Consignment at the addresses specified by the
Customer for such purposes, in accordance with this Agreement,
"Customer" means the person, firm or company
requesting the provision of the Courier Services from GPS Couriers;
"GPS Couriers" means GPS Couriers whose
headquarters is located at the following address:
18 Clarence Way,
Bewdley,
Worcester,
DY12 1QE
1.2 Headings are inserted for
convenience only and will not affect the construction or
interpretation of this Agreement.
2
APPLICATION OF THIS AGREEMENT
2.1 This Agreement will apply (to the exclusion of all other terms
and conditions including those of the Customer) to all Courier
Services provided by GPS Couriers to the Customer.
2.2 Any variation to this Agreement shall have no effect unless made
in writing and signed by an authorised representative of GPS
Couriers.
3 THE
COURIER SERVICES
3.1 Where GPS Couriers has agreed to perform Courier Services in
respect of any Consignment of the Customer, the Customer shall be
responsible for providing GPS Couriers with details of:
3.1.1 the address from which the Consignment is to be collected and
the name of a person(s) at such address responsible for the relevant
Consignment (the "Collection Address"):
3.1.2 the address to which the Consignment is to be delivered (the
"Delivery Address"):
3.1.3 the name of the intended recipient (the "Recipient");
3.1.4 the date on which (and, where applicable, the time at which)
the Consignment is to be collected:
3.1.5 the Customer's desired delivery date (and, where applicable,
the desired delivery time) (the "Target Date");
3.1.6 any relevant telephone numbers and other contact details; and
3.1.7 any other information reasonably requested by GPS Couriers.
3.2 The Customer shall ensure that all information provided to GPS
Couriers under Clause 3.1 is accurate and complete in all material
respects. GPS Couriers shall not be responsible for any delay or
error in the Courier Services caused by any inaccuracy in or
omission from such information.
3.3 GPS Couriers shall be solely responsible for the selection and
allocation of personnel to perform the Courier Services. GPS
Couriers reserves the right to use persons other than its employees
to perform the Courier Services and may sub-contract any of its
obligations arising hereunder without the prior written consent of
the Customer.
3.4 The Customer shall ensure that GPS Couriers personnel who
perform the Courier Services are allowed access to the Collection
Address and the Delivery Address for the purpose of carrying out the
Courier Services. The Customer shall take full responsibility for
the safety and security of GPS Couriers personnel whilst at the
Customer's premises.
3.5 GPS Couriers shall be solely responsible for selecting the
method of transportation, the carrier and the route by which it
shall deliver the Consignment to the Delivery Address.
4
DELIVERY
4.1 The Customer shall ensure that the Recipient is aware of and
willing to accept delivery of the Consignment and shall procure that
the Recipient provides the GPS Couriers representative delivering
the Consignment with an appropriate written acknowledgement of
receipt.
4.2 GPS Couriers shall make only one attempt to deliver the
Consignment, during normal working hours, on a normal working day.
GPS Couriers shall use all reasonable endeavours to deliver the
Consignment by the Target Date but can not guarantee delivery dates
or times and time of delivery shall not be of the essence of this
Agreement.
4.3 Delivery of the Consignment will be taken to have occurred when
the Consignment is tendered for delivery to the Recipient at the
Delivery Address. GPS Couriers shall not be responsible for any
delay or failure in delivery due to:
4.3.1 the Recipient being unavailable or unwilling to accept
delivery of the relevant Consignment;
4.3.2 the Customer and/or the Recipient having failed to obtain any
necessary documents, licences or authorisations, or having failed to
pay any applicable taxes, duties or other charges, for such
delivery;
4.3.3 the confiscation of the Consignment by any customs or other
competent authority or
4.3.4 any other cause or circumstance beyond the reasonable control
of GPS Couriers.
4.4 If delivery of the Consignment is not possible for any reason,
GPS Couriers shall be entitled at its option to:
4.4.1 arrange the storage the Consignment until delivery can be
effected (or until the Customer or the Recipient, by prior
arrangement with GPS Couriers, collects the Consignment from the
storage location);
4.4.2 return, or instruct the relevant carrier to return, the
Consignment to the Customer;
Where such failure to deliver is due to any act or omission of the
Customer or the Recipient, the Customer shall be liable for the full
charges for the relevant Courier Services together with all costs
and expenses incurred by GPS Couriers as a result of taking the
steps set out above (including without limitation the costs of
storage, insurance and/or returning the Consignment to the
Customer).
5 RISK
AND TITLE
5.1 Title to and risk in the Consignment shall remain with the
Customer until delivery to the Delivery Address.
5.2 The Customer shall be responsible for effecting and maintaining
appropriate insurance in respect of the Consignment whilst in
transit.
6
PAYMENT
6.1 The Customer shall pay fees to GPS Couriers for the Courier
Services at GPS Couriers rates applicable from time to time. GPS
Couriers shall provide the Customer upon the Customer's reasonable
request, with details of GPS Couriers current rates. All rates are
quoted exclusive of VAT and all other applicable sales or other
taxes which shall, if and to the extent applicable, be paid by the
Customer.
6.2 Unless otherwise agreed, GPS Couriers shall invoice the Customer
at the end of each week in respect of all Courier Services performed
during the relevant week and the Customer shall pay each invoice
within 28 days of the invoice date. All invoices and all payments
hereunder shall be in UK pounds sterling.
6.3 If the cost to GPS Couriers of performing the Courier Services
increases as a result of any change to the law or any other reason
beyond GPS Couriers reasonable control, such increase shall be added
to the fees payable in respect of the Courier Services hereunder.
GPS Couriers shall give the Customer prior written notice of any
such increase.
6.4 If, as a consequence of any breach of this Agreement by the
Customer, or the supply of incorrect or inadequate information by
the Customer, the cost to GPS Couriers of performing the Courier
Services is increased, GPS Couriers reserves the right to charge
extra fees as its then prevailing rates to cover such additional
costs and expenses.
6.5 If the Customer is late paying any sum due to GPS Couriers, GPS
Couriers may (without limitation to its other rights and remedies):
6.5.1 suspend delivery of any Consignment(s) in transit;
6.5.2 cancel all outstanding delivery instructions from the
Customer; and/or
6.5.3 charge the Customer interest on such outstanding sum at the
rate of 4% above the prevailing base rate of the Bank of England, interest shall accrue on
a daily basis from the date on which payment became overdue until
the date on which GPS Couriers receives full payment of (the
outstanding sum together with all accrued interest.
6.6 GPS Couriers shall have a right of lien over any Consignment(s)
suspended in transit pursuant to Clause 6.5.1 and shall be entitled
to sell such Consignment(s) upon such terms as GPS Couriers sees fit
and to retain from the proceeds of sale sufficient sums to pay all
monies due from the Customer to GPS Couriers (including the expenses
of the sale). GPS Couriers shall return the balance of the sale
proceeds (if any) to the Customer.
7
LIABILITY
7.1 Subject to the provisions of this Clause 7, GPS Couriers shall
be liable for any loss of or physical damage to the Consignment up
to a limit of £50 per Consignment. Higher levels of risk/damage
cover are available on request, subject to an adjustment to the
applicable delivery fees.
7.2 GPS Couriers shall not accept liability for any loss of or
damage to any part of the Consignment which consists of the
following items:
7.2.1 glass;
7.2.2 precious metals,
7.2.3 jewellery;
7.2.4 currency/vouchers/tickets; or
7.2.5 spirits/alcohol or tobacco products.
7.3 Subject to Clause 7.4, GPS Couriers maximum aggregate liability
under or in connection with this Agreement, whether in contract,
tort (including negligence) or otherwise, shall in no circumstances
exceed the fees payable hereunder in respect of the Courier Services
in question and GPS Couriers shall not be liable for any loss of
income or profits, loss of contracts or for any indirect or
consequential loss or damage of any kind howsoever arising and
whether caused by tort (including negligence), breach of contract or
otherwise.
7.4 Nothing in this Agreement shall exclude or in any way limit GPS
Couriers liability for fraud, or for death or personal injury caused
by its negligence, or any other liability to the extent the same may
not be excluded or limited as a matter of law.
7.5 This Agreement sets forth the full extent of GPS Couriers
obligations and liabilities in respect of the performance of the
Courier Services. In particular, there are no conditions,
warranties, representations or other terms, express or implied, that
are binding on GPS Couriers except as specifically stated in this
Agreement. Any condition, warranty representation or other term
concerning the performance of the Services which might otherwise be
implied into or incorporated in this Agreement, or any collateral
contract, whether by statute, common law or otherwise, is hereby
excluded.
8
CONSENTS AND LEGAL COMPLIANCE
8.1 The Customer warrants that it shall obtain and maintain, at its
own expense, all necessary licences, permits and authorisations and
shall comply with all applicable laws, conventions, regulatory
requirements and codes of practice in relation to the Consignment
(and its delivery to the Delivery Address) and shall not do or
permit anything to be done which might cause or otherwise result in
a breach by the Customer of the same.
8.2 The Customer warrants that the delivery, importation, possession
or use of the Consignment in the country of destination is lawful in
that country and shall not violate the rights of any third party,
and GPS Couriers shall not assume, and hereby disclaims, any
obligation or liability in these regards.
9
GENERAL
9.1 The failure of either party to enforce or to exercise at any
time or for any period of time any term of or any right pursuant to
this Agreement does not constitute, and shall not be construed as, a
waiver of such term or right and shall in no way affect that party's
right later to enforce or to exercise it.
9.2 If any term of this Agreement is found to be illegal, invalid or
unenforceable under any applicable law, such term shall, insofar as
it is severable from the remaining terms, be deemed omitted from
this Agreement and shall in no way affect the legality, validity or
enforceability of the remaining terms.
9.3 This Agreement contains all the terms agreed between the parties
regarding its subject matter and supersedes any prior agreement,
understanding or arrangement between the parties, whether oral or in
writing. No representation, undertaking or promise shall be taken to
have been given or be implied from anything said or written in
negotiations between the parties prior to this Agreement except as
expressly stated in this Agreement.
Neither party shall have any remedy in respect of any untrue
statement made by the other upon which that party relied in entering
into this Agreement (unless such untrue statement was made
fraudulently) and that party's only remedies shall be for breach of
contract as provided in this Agreement.
9.4 The construction, validity and performance of this Agreement
shall be governed by English law and the parties submit to the
exclusive jurisdiction of the English courts to resolve any dispute
between them.
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