The Customer’s attention is drawn to specific paragraphs hereof which exclude or limit Warrant’s liability and those which require the Customer to indemnify Warrant in certain circumstances and those which limit time, including but not limited to; clauses 8, 10, 11,(A), 11(B), 12 – 24 inclusive, 18 – 20 inclusive and 24 – 27 inclusive of the BIFA Terms; clauses 9, 11, 12 and 13 of the Haulage Terms; and various clauses of the ICS Terms; and clauses 9, 11, 12 and 13 of the Storage Terms. All headings are indicative and do not form part of these conditions.
DEFINITIONS AND INTERPRETATION
In these conditions the following words shall have the following meanings: ‘BIFA Terms’ mean the British International Freight Association Standard Trading Conditions 2005A, a copy of which is available on request; ‘Charges’ means the charges payable by the Customer for the supply of the Services; ‘Conditions’ means these terms and conditions as amended from time to time; ‘Contract’ means the contract between the Customer and Warrant for the supply of Services in accordance with these Conditions; ‘Credit Terms’ mean Warrant’s Customer Credit Terms, a copy of which is available on request; ‘Customer’ means any Person at whose request or on whose behalf Warrant undertakes any business or provides advice, information or services and includes its subsidiary and affiliated companies where applicable; ‘Force Majeure Event’ means an event beyond the reasonable control of Warrant including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Warrant or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors; ‘Haulage Terms’ mean the Road Haulage Association Limited Conditions of Carriage 2009, a copy of which is available on request; ‘ICS Terms’ mean the Institute of Chartered Shipbrokers standard trading conditions 2007, a copy of which is available on request; ‘Order’ means the Customer’s order for Services as set out in any quotation provided by Warrant; ‘Person’ means any natural person(s), legal entity or any body or bodies corporate; ‘SDR’ means Special Drawing Rights; ‘Services’ means the services provided by Warrant to the Customer, whether or not for reward, whether same be by way of charge, fee, commission or remuneration of any other kind; ‘Storage Terms’ mean the Road Haulage Association Limited Conditions of Storage 2009, a copy of which is available on request; ‘Third Party Terms’ mean the applicable terms and conditions of such third party carrier engaged by Warrant to provide the Services to the Customer, including but not limited to courier and postal services, a copy of which is available on request; and ‘Warrant’ means Warrant Group Limited, a company registered in England and Wales under company number 01941659, having its registered office at 157 Regent Road, Liverpool L5 9TF, along with its subsidiary and affiliated companies. Words importing the singular shall include the plural and vice versa, words importing the masculine shall include the feminine and neuter and vice versa and words importing persons shall incorporate bodies corporate, unincorporated associations and partnerships.
BASIS OF CONTRACT AND APPLICABLE TERMS
The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions and shall only be deemed to be accepted when Warrant either issues written acceptance of the Order or takes steps to fulfil its obligations under the Contract (whichever occurs first), at which point and on which date the Contract shall come into existence. The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Warrant which is not set out in the Contract. Any quotation provided by Warrant shall not constitute an offer, and is only valid for the period stated therein. 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. In particular, all Services are provided to the Customer by Warrant subject to; these Conditions; and the Credit Terms, where applicable; and the BIFA Terms for all freight forwarding related business; and/or the Haulage Terms for all road haulage related business; and/or the ICS Terms for all ship’s agency related business; and/or the Storage Terms for all warehousing related business; and/or the Third Party Terms for all goods handled by such third party carriers nominated by Warrant; and/or such other terms as specifically approved by, agreed in writing between and signed by Warrant and the Customer; In the event of any conflict between the Applicable Terms, it is agreed that Warrant shall in its absolute discretion determine which terms and conditions prevail.
In accordance with the Customer’s obligations under the BIFA, Haulage, ICS and Storage Terms, if Warrant’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’); Warrant shall without limiting its other rights or remedies 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 to the extent the Customer Default prevents or delays Warrant’s performance of any of its obligations; Warrant shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Warrant’s failure or delay to perform any of its obligations as set out in the Contract; and the Customer shall reimburse Warrant on written demand for any costs or losses sustained or incurred by Warrant arising directly or indirectly from the Customer Default.
CHARGES AND PAYMENT
The Charges are as agreed and set out in writing by Warrant. Unless otherwise agreed in writing by Warrant, the payment terms are as set out in the Credit Terms.
The Customer, its employees, agents or subcontractors shall keep in strict confidence all technical or commercial know-how, specifications, systems, processes or initiatives which are of a confidential nature and have been disclosed to it by, or otherwise obtained from Warrant, its employees, agents, assigns or subcontractors, and any other confidential information concerning Warrant’s business or its products or services which the Customer may obtain. The Customer shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging its obligations under the Contract, and shall ensure that they are subject to obligations of confidentiality corresponding to those which bind the Customer. This clause 6 shall survive termination of the Contract.
LIMITATION OF LIABILITY
Whilst nothing in these Conditions shall limit or exclude Warrant’s liability for death or personal injury caused by its negligence (or the negligence of its employees, agents or subcontractors), fraud or fraudulent misrepresentation or breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982, and unless otherwise stated; Warrant shall under no circumstances whatever be liable to the Customer, whether in contract, tort, breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and Warrant’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 75,000 SDR. Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract. This clause 7 shall survive termination of the Contract.
Force Majeure: Warrant shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event. If the Force Majeure Event prevents Warrant from providing any of the Services for a period determined by Warrant at its sole discretion, Warrant shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer. Assignment and subcontracting: Warrant may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent. The Customer shall not, without the prior written consent of Warrant, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract Severance: If a court or any other competent authority finds that any provision (or part of any provision) of the Contract is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected. Third Parties: A Person who is not a party to the Contract shall not have any rights under or in connection with it. Variation: Any variation, including any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by Warrant.
GOVERNING LAW AND JURISDICTION
The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.