Terms of Agreement Low Cost Parcels Ltd - February 2017
This Agreement is made between Low Cost Parcels Limited (LCP) and the Customer
IT IS HEREBY AGREED THAT:
1. DEFINITIONS AND INTERPRETATION
In this Agreement and the Schedules, unless the context otherwise requires, the following expressions have the following meanings and may be used interchangeably within the main body of this Agreement and within the Schedules:
“Affiliate” where applicable means any subsidiary or holding company of a Party (having the meanings set out in section 1159 of the Companies Act 2006) and any subsidiary of any such holding company from time to time and any entity over which from time to time, any of the entities specified above either directly or indirectly exercises management control, even though it may own less than fifty percent (50%) of the shares and is prevented by law from owning a greater shareholding;
“Agreement” means this document incorporating the front page and the Schedules attached hereto and the Conditions;
“Carriage” means the collection, holding, transportation, delivery and other services undertaken with regard to a Consignment;
“Charges” means all charges payable by the Customer including but not limited to charges for the Carriage, surcharges (including but not limited to emergency, operational and fuel surcharges), storage charges, VAT, taxes, fines, administration charges, duties, customs duties, levies, imposts, insurance premiums and any other amounts properly chargeable to the Customer in connection with the Carriage or imposed by regulatory bodies in relation to the Consignment(s), and any other amounts payable under this Agreement;
“Commencement Date” means the date specified on the front page of the Agreement;
“Conditions” means the Terms and Conditions of Carriage for UK & Northern Ireland, which is annexed;
“Confidential Information” means any information confidential in nature (whether in existence before or after the date of this obligation whether capable of being registered or not in any country, utility model, get-up and rights in domain names;
“No Signature Service” means the delivery of a Consignment by LCP where LCP is not required to obtain a signed proof of delivery from the Receiver;
“Low Cost Parcels” and “LCP” means the contracting entity as detailed on the front page of the Agreement;
“Low Cost Parcels Property” means any LCP owned property including but not limited to computer hardware, software, documentation, manuals, operating manuals, user instructions, technical literature and related material, consumables and any other property owned by or belonging to LCP loaned to the Customer during the term of this Agreement;
“Low Cost Parcels Software” means any software, object code, systems, applications, computer programmes and releases thereof owned by, belonging to or created by LCP;
“Party” and “Parties” means LCP the Customer and where applicable any Affiliates;
“Receiver” means the party specified on the Consignment Note to whom the Consignment is to be delivered;
“Safe Place” means a place which in LCP’s reasonable opinion is safe or out of sight of the general public which may include but is not limited to a porch, garage, shed, back-door, letter box, or other location as specified in the Consignment Note;
“Sender” means the party sending the Consignment;
“Services” means express courier services for any Consignment or any associated services as specified in this Agreement and more particularly described in Schedule 1 to this Agreement.
“TUPE” means the Transfer of Undertakings (Protection of Employment) Regulations 2006.
“Working Day” means when the LCP service centres are open for business excluding Saturday, Sunday and Bank Holidays.
1.2 In this Agreement, (unless the context requires otherwise) words in the singular include the plural and vice versa and any gender includes a reference to all other genders.
1.3 The headings are for convenience only and shall not affect the interpretation of this Agreement.
1.4 If any provisions in the Agreement conflict, the following order of precedence shall apply in respect of the conflicting provisions: (a) the Prices and Additional Charges; (b) this part of the Agreement, excluding the Prices and Additional Charges; (c) the Conditions; and (d) any other Schedules.
2. TERM & TERMINATION
2.1 This Agreement shall commence on the Commencement Date and shall continue indefinitely until terminated by either LCP or the Customer in accordance with the provisions of this Agreement.
2.2 Without prejudice to either LCP or the Customer’s rights to terminate in accordance with the provisions of this clause 2, this Agreement may be terminated in whole or in part by either LCP or the Customer on 7 days’ written notice.
2.3 LCP shall be entitled to terminate this Agreement upon one week’s written notice where the Customer fails more than once in any three-month period to pay to LCP any of the Charges (or any other sums due under this Agreement) within seven days of the due date for payment.
2.4 Either LCP or the Customer shall be entitled to terminate this Agreement immediately by notice in writing to the other Party in the event that the other Party, being a company, goes into liquidation whether voluntary or compulsory or is the subject of a winding up, receivership or administration proceedings or if a person takes possession of all or any substantial part of its property, assets or undertaking or enters into any composition or other voluntary arrangement with its creditors, or suffers any distress or execution to be levied on all or any substantial part of its property, assets and undertaking or any other analogous event or ceases or threatens to cease carrying on business or becomes unable to pay its debts as they fall due or, being an individual, is subject to any analogous circumstances.
2.5 Either LCP or the Customer shall be entitled to terminate this Agreement with immediate effect in the event that the other Party commits a material breach of this Agreement which is either not capable of remedy or which that Party fails to remedy within 7 days of receipt of a written notice requesting the breach be remedied.
2.6 On termination all LCP Property and Products and any property owned by or belonging to a third party and supplied to the Customer in connection with the Services must be returned to LCP within 14 days of the date of termination.
3. THE SERVICES
3.1 LCP shall provide the Services as detailed in this Agreement to the Customer and upon LCP’s prior written consent, to its Affiliates.
3.2. LCP shall have the right at any time to suspend the provision of all or any part of the Services if in its reasonable opinion it deems the provision of Services to the Customer and/or to its Affiliates to be detrimental to LCP’s commercial and/or operational interests.
3.3. Where the Customer uses the No Signature Service, LCP may deliver by leaving the Consignment in a Safe Place. Delivery is deemed to take place when the Consignment is left in the Safe Place. LCP shall have no liability for any loss of or damage occurring during or after delivery. Damaged goods may be disposed of at the discretion of LCP.
3.4 LCP may perform any of the following activities on the Customer’s behalf in the course of providing the Services:
3.4.1 complete any documents, amend product or service codes, and pay any duties or taxes required under applicable laws and regulations;
3.4.2 act as the Customer’s forwarding agent for customs and export control purposes and as receiver solely for the purpose of designating a customs broker to perform customs clearance and entry; and
3.4.3 redirect the Consignment to the Receiver’s import broker or other address upon request by any person who LCP believes in its reasonable opinion to be authorised.
3.5 The Customer shall be prohibited from re-selling the Services to any third party unless LCP’s prior written consent has been obtained. In the event that the Customer re-sells the Services, LCP shall have the right to immediately terminate this Agreement.
4.1 The Charges agreed by the Parties are as specified in writing. The provisions of this sub-clause 4.1 shall be without prejudice to sub-clauses 4.2 and 4.3 below and paragraph 8 of the Conditions.
4.2 LCP reserves the right to make surcharges in connection with the provision of the Services to recover costs associated with operational, national, international or industry-wide situations, including but not limited to increases arising out of any force majeure event as set out in paragraph 12 of the Conditions, and increases in Government or any other authority’s fiscal or statutory charges payable by LCP (including but not limited to IATA security surcharges, variations in vehicle excise duty or congestion charging).
4.3 Subject to sub-clause 4.4 below, the Customer shall pay the Charges without set-off, withholding or deduction within seven (7) days from the date of invoice by direct debit. If the Customer fails to pay any sum due under this Agreement on the due date for payment for any reason howsoever arising all Charges shall immediately become due and payable and LCP will hold all Consignments and shall, without prejudice to any other right or remedy that it may have, suspend the provision of the Services or any part thereof and charge the Customer interest at the rate of interest specified from time to time in the Late Payments of Commercial Debts (Interest) Act 1998 calculated daily from the due date for payment until the date on which the obligation of the Customer to pay the sum is discharged (whether before or after any judgment) until payment of all Charges is made in full.
Services thereafter will only be provided by LCP following an upfront payment by the Customer to cover any further services to be provided by LCP.
4.4 If at any time and in good faith, the Customer disputes all or any of the Charges:
4.4.1 the Customer will notify LCP within 7 days of the invoice date details of any disputed Charges, specifying the grounds for the dispute and the amount in dispute;
4.4.2 the Customer will pay to LCP the invoiced amount within 7 days. Any credits agreed by LCP will be processed subsequently. LCP may from time to time, at its own discretion, agree in writing to accept payment of all amounts not disputed by the Customer, pending resolution in accordance with sub-clause 4.4.3;
4.4.3 the Parties shall use all reasonable endeavours to resolve the dispute within 30 days of the notice given in accordance with sub-clause 4.4.1;
4.4.4 in circumstances where the Parties resolve that the disputed Charges are payable, the Customer will pay the Charges (or any lesser sum as may have been agreed) within 7 days of the resolution date; and
4.4.5 if the Parties are unable to resolve the dispute within the timeframe set out in sub-clause 4.4, then the Charges shall in any event become payable within 7 days of the expiration of such timeframe.
4.4.6 All charges shall be paid by the Customer by Direct Debit. In the event LCP does not receive payment by Direct Debit on the due date for payment for any reason howsoever arising all charges shall immediately become due and payable and LCP will hold all Consignments and suspend all services until payment of all charges is made in full. Services thereafter will only be provided by LCP following an upfront payment by the Customer to cover any services to be provided by LCP.
5.1 LCP’s liability for loss or damage sustained by the Customer as a consequence of LCP’s acts or omissions in the performance of the Services is limited in accordance with paragraph 9 (Liabilities) of the Conditions.
5.2 Without prejudice to any liability of the Customer to LCP, the Customer shall also be responsible for any liability of its Affiliates to LCP, resulting from this Agreement or the Services provided hereunder.
5.3 Any claims by an Affiliate of the Customer under this Agreement must be brought directly by the Customer against LCP.
5.4 Where the Customer has authorised the use of its LCP account details by a third party, or where the Customer has failed to keep its account details secure resulting in the fraudulent use of the account by a third party, then the Customer shall be liable and shall indemnify LCP for all Charges incurred on the Customer’s account.
6. DISPUTE RESOLUTION
6.1 In the event of a Dispute arising under this Agreement, the Parties shall use their best commercial efforts to negotiate and settle amicably such Dispute. The Parties agree in the first instance to refer any Dispute to their respective account managers.
Should the account managers fail to reach resolution within 10 working days of referral of the Dispute, then the Dispute shall be referred to the immediate line manager of the respective account managers for resolution. Should the immediate line managers be unsuccessful in resolving the Dispute within 10 working days of the Dispute being referred to them for resolution, then the Dispute shall be referred to the appropriate senior managers of the Parties.
7. CUSTOMER OBLIGATIONS, WARRANTIES AND INDEMNITIES
7.1 Certain commodities listed in paragraphs 6.1 and 6.2 of the Conditions and Schedule 4 of this Agreement may be accepted for Carriage by LCP within the UK mainland only (excluding any location serviced by air or sea) subject to prior written approval being obtained from an authorised LCP representative. The Customer shall comply with LCP’s regulations regarding the Carriage of prohibited and restricted items and LCP must be allowed the opportunity to give authorisation and specific instructions where dangerous goods are to be carried.
7.2 For any Consignments that may be carried by air, in accordance with IATA, EU Regulation (EC) No 2320/2002 on civil aviation security and any other relevant international legal and statutory obligations and regulations, the Customer warrants that:
7.2.1 the Consignment was prepared in secure premises by Customer’s employees;
7.2.2 the Customer employed reliable staff to prepare the Consignment; and
7.2.3 it protected the Consignment against unauthorised interference during preparation, storage and transportation to LCP.
7.3 The Customer hereby fully indemnifies and holds LCP harmless for any costs, loss or damage arising out of its failure to comply with any applicable laws or statutory obligations or regulations and for its breach of the warranties and representations set out in this Agreement.
8.1 The Customer and LCP acknowledge and agree that, for the purposes of TUPE, there will be no relevant transfer on or after the Commencement Date by virtue of this Agreement and that no contract of employment between the Customer or a third party and any employee will have effect on or after the Commencement Date as if originally made between LCP and that employee.
8.2 However, if there was a relevant transfer for the purposes of TUPE by virtue of this Agreement, the Customer shall indemnify LCP in full against all actions, proceedings, demands, awards, costs, fines, orders, expenses and liabilities (including legal and other professional fees and expenses) (“Losses”) arising in connection with any claims made by or on behalf of an affected employee or appropriate representative arising out of a failure to inform or consult appropriate representatives under Regulation 13 of TUPE.
8.3 If any contract of employment between the Customer or a third party and an employee should have had effect as if originally made between LCP and that employee (the “Transferred Employee”), the Customer shall indemnify LCP in full against all Losses arising in connection with any claims made by or on behalf of a Transferred Employee that their contract of employment should have transferred to LCP on or after the Commencement Date including the termination of the employment
of any of the Transferred Employees and anything done or omitted to be done in respect of any of the Transferred Employees which is deemed to have been done by LCP, or liability is attributed to LCP, by virtue of TUPE.
8.4 If any person employed by LCP in connection with the Services is made redundant by LCP at any time during this Agreement or in connection with the termination of this Agreement in circumstances where TUPE does not apply to such termination, the Customer shall indemnify LCP in full against all Losses arising in connection with such redundancies (including, without limitation, contractual and statutory redundancy payments and payments in lieu of notice).
8.5 For the purposes of sub-clause 8.2 above, references to “affected employee” and “appropriate representative” shall be construed in accordance with Regulation 13 of TUPE.
9. INTELLECTUAL PROPERTY
9.1 All Intellectual Property created or developed by LCP or which forms part of the Services shall at all times remain the property of LCP.
9.2 Where applicable, LCP grants to the Customer for the duration of this Agreement the Licence specified in Schedule 2 and the Customer agrees to be bound by the provisions of such Licence.
9.3 The Customer hereby agrees that it has read and agrees to be bound by any relevant LCP Software licences and any other third party software licences. Any licences granted hereunder will immediately terminate on the termination or expiry of this Agreement.
10.1 LCP shall be entitled to assign, transfer or sub-contract the Carriage or any part thereof to any third party sub-contractor or its Affiliates. LCP shall remain liable to the Customer to the extent set out in this Agreement for the performance of any sub- contractor. The Customer shall not be entitled to assign, transfer or sub-contract its rights or obligations under this Agreement without the prior written approval of LCP.
10.2 Any sub-contractor or agent of LCP shall be entitled to rely on and enforce any of the provisions of this Agreement as if it were a party hereto in the place of LCP.
11. THIRD PARTY RIGHTS
11.1 Subject to clause 10 above, the Parties agree that the provisions of the Contracts (Rights of Third Parties) Act 1999, shall not apply to this Agreement. For the avoidance of doubt, any Affiliate of the Customer shall be deemed to be a third party under this Agreement.
12.1 All notices sent under this Agreement shall be in writing and shall be sent to the address of the recipient set out in this Agreement or such other address in England as the recipient may designate and shall be delivered personally or sent by pre-paid first class post. A notice is deemed to have been received if delivered personally, at the time of delivery, or in the case of pre- paid first class post, 72 hours after posting.
13. CONFIDENTIALITY AND ANNOUNCEMENTS
13.1 Each Party agrees to keep all Confidential Information confidential and shall not at any time during this Agreement, and for a period of 2 years after termination of this Agreement, disclose to any person any Confidential Information except as permitted by sub-clause 13.2 below.
13.2 Each Party may disclose the other Party’s Confidential Information:
13.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out its obligations under this Agreement. Each Party shall ensure that its employees, officers, representatives or advisers to whom it discloses such Confidential Information comply with clause 13; and
13.2.2 as may be required by law, court order or any governmental or regulatory authority.
13.3 Neither Party shall use the other Party’s Confidential Information for any purpose other than to perform its obligations under this Agreement.
13.4 This clause 13 shall not apply to Confidential Information which is:
13.4.1 or becomes part of the public domain through no fault of the receiving Party;
13.4.2 known to the receiving Party prior to the disclosure by the disclosing Party without an obligation to keep such Confidential Information confidential;
13.4.3 subsequently obtained by the receiving party from a third party without breach of any obligation of confidentiality owed to a third party or to the disclosing Party; or
13.4.4 independently developed by the receiving Party without any breach of this Agreement.
13.5 The Parties shall keep confidential and not disclose any information relating to this Agreement including the Services provided under them and shall not make any press release or other public announcement about the other Party or any matter relating to this Agreement without such Party’s prior written consent.
14. VARIATION AND WAIVER
14.1 No variation of this Agreement shall be valid unless it is in writing and signed by an authorised representative of each Party.
14.2 The waiver or failure of either Party to exercise any right provided for under this Agreement shall not be deemed a waiver or failure to exercise any other right.
15.1 If any provision of this Agreement is held invalid by a court of competent jurisdiction, all valid provisions that are severable from the invalid provision(s) shall remain in full force and effect. Parties shall in that case enter into consultation with the aim of coming to an agreement as to the replacement of the invalid and/or nullified provision with a new provision, whereby the purpose and the tenor of the invalid and/or nullified provision is taken into account to the greatest degree possible.
16. ENTIRE AGREEMENT & CONFLICTING PROVISIONS
16.1 This Agreement including any variations agreed between the Parties in accordance with clause 14, contains the entire agreement of the Parties and supersedes all other oral or written agreements with respect to the subject matter of this Agreement. Any oral or written representations made by one Party to the other and not contained in this Agreement or the Schedules hereto shall not have any contractual effect whatsoever. Variations to this Agreement are valid only when signed by duly authorised representatives of both Parties hereto.
17. GOVERNING LAW
17.1 This Agreement and any non-contractual obligations arising out of or in connection with it, shall be governed by and construed in accordance with the laws of England and the Parties submit to the exclusive jurisdiction of the English courts.
Terms and Conditions of Carriage for UK & Northern Ireland Important Notice
These Conditions between LCP and the Customer are for the domestic Carriage of Consignments and shall apply to the Customer from the time that LCP accepts a Consignment for Carriage unless otherwise agreed in writing by an authorised representative of LCP. The Customer’s statutory rights and entitlements hereunder are not affected. Every Consignment is carried on a limited liability basis as provided in paragraph 9. The Customer warrants that it is either the owner of the Consignment or that it is authorised by the owner to accept these Conditions on the owner’s behalf.
The following definitions apply to these Conditions:
“Carriage” means the collection, holding, transportation, delivery and other services undertaken with regard to a Consignment;
“Charges” means all charges payable by the Customer including but not limited to charges for the Carriage, surcharges (including but not limited to emergency, operational and fuel surcharges), storage charges, VAT, taxes, interest, fines, administration charges, duties, customs duties, levies, imposts, insurance premiums and any other amounts properly chargeable to the Customer in connection with the Carriage or imposed by regulatory bodies in relation to the Consignment(s), and any other amounts payable under these Conditions;
“Conditions” means these Terms and Conditions of Carriage for UK & Northern Ireland;
“Consignment" means all goods that travel under Consignment Notes (whether in one or a number of parcels) collected on the same day for delivery to a single address and any other goods accepted by LCP for Carriage;
"Consignment Note" means the document incorporating these Conditions specifying the number of parcels and the destinations and which may include any manifest or label produced by a LCP automated system or otherwise;
“Customer” means the party who contracts with LCP and who is responsible for the Charges;
"Low Cost Parcels" and “LCP” means Low Cost Parcels Limited (Company No. 8031231) whose registered office is at Synergy House Lawson Street, North Shields, Tyne & Wear NE29 6TG;
“Equipment” means any special appliances to be provided by the Sender and/or Receiver, where required, for the loading or unloading of a Consignment;
“POD” means proof of delivery of a Consignment by signature in electronic or written form, or by electronic scan by LCP or by any other evidence such as a driver’s confirmation of delivery;
“Receiver” means the party specified on the Consignment Note to whom the Consignment is to be delivered; and
“Sender” means the party sending the Consignment.
2. COLLECTIONS, DELIVERIES AND ROUTING
2.1 Consignments are delivered to the delivery address but not necessarily to the named Receiver personally.
2.2 One attempt to deliver will be made by LCP. Thereafter LCP may request instructions from the Receiver following which re- delivery will be made by LCP dependent upon the service selected and subject to the associated Charges. It is the Customer’s responsibility to ensure the appropriate service is selected at the time of dispatch or booking the collection.
2.3 Where appropriate LCP may deliver Consignments to an address close to the delivery address where the Receiver is not available, at the Customer’s risk.
2.4 Consignments to addresses with a central receiving area will be delivered to that area.
2.5 The Consignment is deemed to have been delivered upon receipt of a POD. The POD shall be conclusive evidence of delivery, save where the POD is obtained as a result of any fraud, collusion or dishonesty on the part of LCP.
2.6 The data scanned by LCP shall prevail if there is a discrepancy between the data provided by the Sender or Customer, and the data scanned by LCP in connection with the Consignment.
2.7 LCP will make every reasonable effort to deliver Consignments according to LCP’s regular delivery schedules but these are estimates only and are not guaranteed unless otherwise stated. LCP is not liable for any damages or loss caused by delays howsoever arising.
2.8 All route planning shall be at the sole discretion of LCP. The Customer acknowledges that Carriage over weekends, Bank Holidays and Public Holidays may impact on the expected delivery time.
2.9 Collections and deliveries which take more than fifteen minutes may be subject to a surcharge.
2.10 Where LCP has been requested to collect a Consignment and upon collection there is no Consignment to collect, then LCP may charge the Customer an aborted collection charge.
2.11 LCP may open and inspect a Consignment at any time for any reason but is under no obligation to do so.
2.12 LCP shall have no liability for any loss or damage occurring after delivery.
2.13 Couriers and booking agents are not responsible for the interpretation of these Conditions and LCP shall not be liable for any representation, guidance or interpretation of these Conditions.
2.14 LCP may at any time at its sole and reasonable discretion refuse to carry any Consignment.
3.1 These Conditions may be terminated for any reason by either party on 30 days’ notice.
3.2 Low Cost Parcels may terminate these Conditions immediately where the Customer (i) is in breach of these Conditions; or (ii) becomes insolvent or bankrupt or suffers any such other analogous event.
4.1 Consignments cannot be delivered to PO boxes.
4.2 If the Receiver refuses delivery or is unable to accept delivery or the Consignment is deemed to be unacceptable by the Receiver or the Receiver cannot reasonably be identified or located then LCP shall use reasonable efforts to return the Consignment to the Sender at the Customer’s cost, failing which LCP shall be entitled to dispose of or sell the Consignment without incurring any liability to the Customer or to any other party whatsoever. The Customer shall be responsible for all costs associated with the disposal or sale of the Consignment and LCP shall be entitled to deduct from the proceeds of the sale sufficient funds to meet these costs.
5. LOADING AND UNLOADING
5.1 When collection or delivery takes place at the Sender or the Receiver’s premises, LCP shall not be under any obligation to provide any equipment, power or additional manpower required for such collection or delivery.
5.2 It is the Customer’s responsibility to ensure that where any Equipment is required, that such Equipment is available free of charge at the time of collection and/or delivery. Where such Equipment is not available and if LCP agrees to load or unload such Consignment (or part thereof), such loading or unloading shall be at the Customer’s risk and Low Cost Parcels shall have no liability whatsoever and shall be indemnified by the Customer for any damage howsoever arising in the course of or as a result of loading or unloading such Consignment without the Equipment.
6. UNACCEPTABLE CONSIGNMENTS
6.1 Unless otherwise agreed to by LCP, the following items will not be carried by LCP: animals (including birds, fish, insects, larvae, pupae etc); complete firearms, firearm parts, ammunition, explosives, weapons or items that could be used as weapons (these include but are not limited to decorative swords, kitchen knives etc); dangerous goods (these include but are not limited to lithium batteries, dry ice, biological substances, UN classified dangerous goods and any goods specified as such under IATA, ADR or IMDG regulations); hazardous goods; human remains or ashes; illegal goods (these are goods which are considered illegal in the origin, the transit points and/or the destination countries and would include but not be limited to pirated goods, counterfeit goods and narcotics); imitation (replica) firearms, weapons, explosive devices or ammunition; ivory and other banned products; medical samples (includes bodily fluids and tissue samples); negotiable instruments in bearer form (this includes but is not limited to blank cheques, blank activated credit cards / debit cards / charge cards or cash dispenser cards and event tickets.); perishable items that require a temperature controlled environment; personal data; pornography; tobacco; toy guns. This list of items may be amended by LCP from time to time.
6.2 Unless otherwise agreed in writing by LCP, the following items will be carried by LCP on the condition that there is no liability whatsoever for loss, whether with regard to the item itself or with regard to matters of a consequential nature. It remains for the customer to make adequate provision for such eventualities and to assume the risk while indemnifying LCP: antiques and art
works; banderols/tax stickers; Bullion (or any precious metal); cash-like negotiable instruments in bearer form (this would include but not be limited to cash, bank notes, currency, vouchers, securities, pre-paid phone cards, activated SIM cards and unused stamps); irreplaceable/ unique items; jewellery and objects constructed of precious metals and/or stones, loose precious stones (including industrial diamonds); legal drugs and pharmaceutical products; non-hazardous liquids;
6.3 LCP may at its sole discretion refuse to carry other items not listed in paragraph 6.1
7. CUSTOMER OBLIGATIONS
7.1 Notwithstanding the provisions of paragraph 9.4, the Customer shall warrant and undertake that:
7.1.1 all Consignments are appropriately and securely packaged for Carriage taking into account: (i) the content of the Consignment and ensuring that it does not cause damage or injury to equipment, personnel or otherwise; (ii) the rigours of an automated transportation process; and (iii) LCP’s packaging advice. LCP shall be entitled to refuse to carry Consignments which are not suitably packaged. The Customer shall fully indemnify and hold LCP harmless for any costs, expenses, loss or damage howsoever arising out of its or any third party’s failure to comply with the provisions of this paragraph;
7.1.2 all Consignments are correctly labelled, and that all labels shall be securely fixed, clear, legible and placed on the largest flat surface of each parcel comprising the Consignment for easy visibility. If the Sender has failed to adequately label any parcel within the Consignment, then LCP shall be entitled to refuse to carry the entire Consignment. LCP, its servants or agents shall not in any circumstances be liable for any late delivery, mis-delivery or non-delivery caused by or contributed to by the deficient or ambiguous labelling or any other failure by the Sender of its labelling obligations;
7.1.3 all data to be provided by it (including by electronic means) in relation to the ordering, labelling, Carriage or invoicing of the Consignment shall be accurate, complete, of the correct type, and be provided in a timely manner as required by LCP. Such data shall include but not be limited to the weight of the Consignment; an accurate description of the contents of the Consignment; a full and accurate name and address of the Receiver including the postcode, a mobile telephone number, email address and a day time landline telephone number. If the Customer has failed to provide all such necessary data, then LCP shall be entitled to refuse to carry the Consignment and/or may charge the Customer accordingly. The Customer shall fully indemnify and hold LCP harmless for any costs, expenses, loss or damage howsoever arising out of its or any third party’s failure to comply with the provisions of this paragraph;
7.1.4 it complies with all legal and statutory obligations and regulations regarding the Carriage of Consignments by road, sea and air;
7.1.5 it complies with paragraph 6 above and all legal and statutory obligations and regulations regarding the Carriage of the Consignment. The Customer shall fully indemnify and hold LCP harmless for any costs, expenses, loss or damage howsoever arising in circumstances where: (i) the Customer or a third party submits items for Carriage which fall within paragraph 6.1; or (ii) the Customer or any third party fails to comply with any applicable laws or regulations (including but not limited to any health and safety obligations);
7.1.6 prior to Carriage, any important documents (including passports and other original documents) are copied; any electronic data is backed-up; and all personal data and confidential information is encrypted. The Customer shall fully indemnify and hold LCP harmless for any costs, expenses, loss or damage incurred by LCP as a result of such breach howsoever arising;
7.1.7 shall keep confidential and not disclose any information relating to these Conditions including services provided under them and shall not make any press release or other public announcement about Low Cost Parcels or any matter relating to these Conditions without LCP’s prior written consent; and
7.1.8 it shall notify LCP in writing and request LCP’s prior approval for the Carriage of any Consignment with a value in excess of £1,000.
7.2 In the event of a breach of any of the obligations in paragraph 7.1 above which causes loss of or damage to the Consignment, or delay or mis-delivery or non-delivery, then LCP’s liability as specified in paragraph 9 will be excluded.
7.3 Subject to paragraph 9.4 below, if the Receiver, Sender or any other party makes any claims for liabilities or damages or makes any attempt to recover any costs or expenses (“Claim”) against LCP, its agents or sub-contractors, then the Customer shall indemnify LCP, its agents and sub-contractors against any such Claim where LCP has already paid the Customer the limits set out in paragraph 9 and/or where LCP’s liability to the Sender or Receiver or any other party exceeds the limits set out in paragraph 9.
8.1 The Customer shall pay or reimburse LCP for all Charges without any deduction.
8.2 Where the Customer has an account with LCP, payment shall be made without set-off, withholding or deduction within seven (7) days from date of invoice by direct debit otherwise all Charges are payable in advance of Carriage. If the Customer fails to pay any sum due under this Agreement on the due date for payment for any reason howsoever arising all Charges shall immediately become due and payable and LCP will hold all Consignments and shall, without prejudice to any other right or remedy that it may have, suspend the provision of the Services or any part thereof and charge the Customer interest at the rate of interest specified from time to time in the Late Payments of Commercial Debts (Interest) Act 1998 calculated daily from the due date for payment until the date on which the obligation of the Customer to pay the sum is discharged (whether before or after any judgment) until payment of all Charges is made in full. Services thereafter will only be provided by LCP following an upfront payment by the Customer to cover any further services to be provided by LCP.
8.3 All Charges are exclusive of VAT and such Charges may be subject to variation by LCP from time to time.
8.4 LCP reserves the right to make surcharges to recover costs associated with national or international or industry-wide situations, including but not limited to fuel price increases, increases in Government or any other authority's fiscal or statutory charges payable by LCP and variations in vehicle excise duty.
8.5 The Charges are based on the number, size and weight of the Consignments or parcels and on the volume, collection and distribution profile as indicated by the Customer. Should the volume, distribution profile or expenditure vary then LCP shall have the right to implement a reasonable adjustment of the applicable Charges.
9.1 Subject to paragraphs 9.3 to 9.6 and 10 below, LCP’s liability arising from any negligent act, omission or breach resulting in loss of or damage to a Consignment shall not exceed the cost price of the Consignment or part thereof and shall be limited as follows:
9.1.1 in the event of loss of or damage to the whole of a Consignment or mis-delivery or non-delivery of the Consignment, in respect of services where a signature is required, LCP’s liability shall not exceed £50; and
9.1.2 in the event of loss of or damage to part of a Consignment, LCP’s liability shall be calculated pro-rata in accordance with condition 9.1.1 above.
9.2 Subject to paragraphs 9.3 to 9.6 and 10 below, in the event of any other Claim made under these Conditions other than in respect of delay, loss or damage to a Consignment or mis-delivery or non-delivery of the Consignment, LCP’s maximum liability under these Conditions shall be limited to £50 per Consignment.
9.3 LCP shall have no liability whatsoever unless the Customer commences actions as detailed in clause 19 within 1 month from the date the Consignment was collected for Carriage.
9.4 Neither party shall in any circumstances howsoever arising be liable to the other or to any third party for (i) consequential loss or damage; (ii) indirect loss or damage; (iii) incidental loss or damage; (iv) economic loss of any nature; (v) loss of income; (vi) loss of profits whether direct or indirect; (vii) loss of interest; (viii) loss of future business; (ix) loss of goodwill and (x) loss of sales or turnover.
9.5 Nothing in these Conditions shall restrict or exclude liability of the Customer or LCP for (i) death or personal injury caused by that party’s negligence; (ii) any fraudulent act, fraudulent omission or fraudulent misrepresentation by that party or its officers, employees, sub-contractors, agents or representatives; and (iii) any other liability that cannot be limited or excluded by law.
9.6 The Warsaw and Montreal Conventions may apply to the Carriage and may further limit the liability of LCP.
10. CLAIMS PROCEDURE
10.1 The Customer shall comply with the claims procedure as issued by LCP and amended from time to time.
10.2 LCP shall be entitled to require proof of the cost price and if applicable the weight of the whole or any part of the Consignment.
10.3 All claims brought under paragraph 9.2 must be made by the Customer in writing via the LCP online portal, within 14 days of the date of despatch.
10.4 All claims for damage to a Consignment or partial loss of Consignment must be made by the Customer in writing via the LCP online portal within 7 days of the date of delivery.
10.5 Should the Customer fail to comply with the time limits specified in paragraphs 9.3, 10.3 or 10.4, then LCP shall have no liability whatsoever.
11.1 Where available and where requested by the Customer, LCP may arrange insurance for the loss of or physical damage from an external cause to the Consignment only. The Customer shall be responsible for the payment of the premium.
11.2 It is the Customer’s responsibility to either seek insurance coverage through LCP (where available) or make its own insurance arrangements in such sums and against such risks as it deems appropriate if the Customer is not satisfied with the level of LCP’s liability under these Conditions.
11.3 Subject to paragraph 7.1.8, the Customer’s notification shall not be deemed to be a declaration of interest for insurance purposes. Where such approval for Carriage has been granted by LCP, LCP shall not be deemed to have insured the Consignment unless the Customer has paid the associated insurance premiums. LCP’s liability shall always be limited as set out in paragraph 9.
11.4 The Customer hereby waives all rights of subrogation which might otherwise exist under the insurance policies possessed by the Customer with coverage for Consignments in Carriage, for any claim or action in excess of the liability limits in these Conditions.
12. EVENTS BEYOND LOW COST PARCELS’ CONTROL
12.1 LCP is not liable for any loss, damage, failure to perform, or delay in performing any of its duties due to circumstances beyond its reasonable control, including but not limited to: flood; fire; "Act of God"; strike, lock-out or other labour dispute; threat and/or act of terrorism; malicious damage; riot or civil commotion; accident; adverse traffic conditions; mechanical breakdown; war or any other military action; earthquake; severe weather conditions; pandemic; plane crash; embargo; compliance with any law or governmental order, rule, regulation or direction not in force on the date of collection of the Consignment; and electrical or magnetic damage to, or erasure of, electronic or photographic images, data or recordings.
13.1 LCP shall be entitled to assign, transfer or sub-contract the Carriage or any part thereof to its affiliates or to any third party sub-contractor. LCP shall remain liable to the Customer to the extent set out in these Conditions for the performance of any sub- contractor. The Customer shall not be entitled to assign or transfer its rights or obligations under these Conditions without the prior written approval of LCP. Any sub-contractor or agent of LCP shall be entitled to rely on and enforce any of the provisions of these Conditions as if it were a party hereto in the place of LCP.
14. DATA PROTECTION
14.1 All personal data provided to LCP under these Conditions will be held and processed by LCP its servants, agents and where applicable carefully selected third party companies and shall be used fairly, in confidence and solely for the purpose of providing the services. LCP shall keep such personal data secure and shall comply with the Data Protection Act 1998.
14.2 The Customer warrants that all personal data provided to LCP has been fairly and lawfully obtained and the Customer has authority to disclose such personal data to LCP and for LCP to lawfully process it. The Customer shall fully indemnify and holds harmless LCP for any costs, expenses, losses or damage howsoever arising out of its failure to comply with this warranty.
15.1 The invalidity, unenforceability or illegality of any provision in these Conditions shall not affect any other part of these Conditions.
16. VARIATION AND WAIVER
16.1 No variation of these Conditions shall be valid unless it is in writing and signed by an authorised representative of each party.
16.2 The waiver or failure of either party to exercise any rights under these Conditions shall not be deemed to be a waiver or failure to exercise any other right under these Conditions.
17. THIRD PARTY RIGHTS
17.1 Subject to paragraph 13.2, the parties agree that the provisions of the Contracts (Rights of Third Parties) Act 1999, shall not apply to these Conditions.
18.1 LCP shall have a specific and general lien on any Consignment and associated documentation during Carriage for all Charges due. LCP shall be entitled to sell or dispose of the Consignment and associated documentation at the expense of the Customer after having given the Customer 14 days’ notice of such disposal and to apply any proceeds towards payment of any overdue Charges. LCP shall account to the Customer for any amounts exceeding the overdue Charges and associated expenses and shall then be discharged from any liability with regard to the Consignment and associated documentation.
19.1 These Conditions may be amended from time to time by us, including, without limitation by adding or deleting services or amending compensation levels. You should regularly refer to our website [www.lowcostparcels.co.uk] to obtain a copy of the Conditions which apply when you send a Consignment. Your sending a consignment with LCP is deemed acceptance by you of the conditions as so amended from time to time.
20. ENTIRE AGREEMENT
20.1 Subject to the compulsory application of any relevant legislation or international convention, these Conditions, the claims procedures and the Consignment Note shall constitute the entire agreement between the parties and shall supersede the provisions of any previous contract, warranty, representation or misrepresentation made or given relating to the Carriage of Consignments.
21. GOVERNING LAW
21.1 These Conditions and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and the parties submit to the exclusive jurisdiction of the English courts.