The registered office address of Parcel2go.com is Coe House, Coe Street, Bolton, BL3 6BU, United Kingdom.
TERMS AND CONDITIONS
Please read these Terms and Conditions very
carefully and particularly clauses 3.2, 6, and 9, which set out the extent of
our liability under these Terms and Conditions and provide for an indemnity by
you in certain circumstances.
Please note that certain items are Prohibited Items
and cannot be sent by any of our Services. Please check your item against the Prohibited
Item list here: https://www.parcel2go.com/shipping-items.aspx#prohib. We reserve the right to deal with any Prohibited
Items at our sole discretion without being liable in any way to you or the
recipient of the Consignment containing the Prohibited Item(s). For the
avoidance of doubt, this means that if these items are carried, they are
carried without compensation cover for damage or loss, regardless of whether compensation
cover is taken out. We have the right to dispose of any Prohibited Items, in
whole or in part, as we decide and reserve the right to charge you for any
reasonable costs we incur in doing so.
Certain other items are carried without
compensation cover for damage and at your risk, regardless of whether compensation cover is taken out. We do not
accept any liability for damage to or made by these items caused through the
use of our Service (the No Compensation
Items). Please check your item against the item list not covered for
compensation here: http://www.parcel2go.com/shipping-items.aspx#unins. For further details you must read clause 6.11.
Certain other items require more detail from you
before they can be sent using our Service. Please check your item against the
more information required list here: http://www.parcel2go.com/shipping-items.aspx#moreinf.
Standard Terms of Contract
In these Terms and Conditions where the following
terms are used, they shall have the following meanings:
(a) “Consignment” means any item(s) of
any sort which are, may be, or are intended to be, received by us from any one
sender at an address for us to carry and deliver to any recipient at any other
Consignment” means a Consignment that is no longer in the condition in
which it was received by us, or which is or becomes a health and safety risk.
Compensation Items” means items that are carried without compensation cover
for damage and at your risk.
(d) “Out of Gauge” a Consignment is deemed
Out of Gauge if it is outside of the weight and dimensions that we carry on a
Items” means cannot be carried on any Service.
means when you accept the Service Order.
(g) “The Collection Point” means
the address at which a Consignment is received or collected by us.
(h) “The Delivery Point” means the
address to which any Consignment is delivered by us.
(i) “The Excepted Risks” means:
(i) war, invasion, act of foreign enemy,
hostilities (whether war be declared or not), civil war, rebellion, revolution,
insurrection or military or usurped power, or loot, sack or pillage in
(ii) ionising radiations or contamination by
radioactivity from any nuclear fuel or from any nuclear waste from the
combustion of nuclear fuel, and/or
(iii) radioactive, toxic, explosive or other
hazardous properties of any explosive nuclear assembly or nuclear component of
the same, and/or
(iv) pressure waves caused by aircraft and
other aerial devices travelling at the speed of sound or faster, and/or
(v) the absence, failure or inadequacy of the
packing or packaging used for a Consignment.
(j) “The Service Order” means the
summary of the order displayed during the ordering process which is confirmed
to you in the confirmation e-mail that is sent once acceptance of the order has
(k) “This Agreement” means
these terms and conditions, together with the Service Order.
(l) “Us, We or Our”
means Parcel2go.com Limited, together with its directors, employees any agents
subcontractors or couriers acting on its behalf.
(m) “You” means the customer who is
contracted with us as set out in the Service Order.
to Sender” A Consignment may be returned to sender (i.e. to us) if the recipient
sends it back to us and you:-
(i) do not accept receipt of that item;
not pay any outstanding charges; and/or
(iii) if the item is delivered and is an Out of Gauge item for
which you nor the recipient pay the underpayment .
(o) “Service” means the service and
carriage of a Consignment by us in accordance with the particulars set out in the Service Order.
2. Our Obligations
2.1 We will carry out the Service(s) for you
whilst this Agreement is in force, in return for the payment by you to us of
the price set out in the Service Order and in accordance with the terms of this
2.2 We shall have the right to make any
changes to the Service(s) which are necessary to comply with any applicable law
or safety requirement or which do not materially affect the nature or quality
of the Service(s) and we shall notify you of any such changes.
2.3 We warrant that the Service(s) will be
provided using reasonable care and skill.
3. Loading and Unloading
3.1 If collection or delivery of a Consignment
takes place at your premises, we shall not be under any obligation to provide
any equipment or labour which, apart from the driver collecting the
Consignment, may be required for loading or unloading of a Consignment.
3.2 Any Consignment (or part of a Consignment)
requiring any special equipment for loading and unloading shall be accepted by
us for transportation only on the understanding and condition that such special
equipment will be made available at the Collection Point and the Delivery Point
as required. Where such equipment is not
available and if we agree to load or unload the Consignment (or part of the
Consignment) we shall be under no liability or obligation of any kind to you
for any damage caused (however it may be caused) during the loading or
unloading of the Consignment. This
includes any damage caused whether or not by our negligence and you shall agree
to indemnify and hold us harmless against any claim or demand from any person
arising out of our agreeing to load or unload the Consignment in these
4. Collection and Deliveries
4.1 We will
make one attempt to deliver a Consignment during normal working hours. If we
cannot obtain a delivery receipt at the Delivery Point you agree that we shall
be authorised to attempt to:
the Consignment to, or obtain a delivery receipt from, an alternative address
close to the Delivery Point; or
the Consignment to a safe location at the Delivery Point
and (if successful) we agree that we will leave at
the Delivery Point details of the address or safe location to which we have
delivered the Consignment.
4.2 If we
are unable to deliver to the Delivery Point, a nearby address or a safe
location, we shall return the Consignment to our premises and leave a request
for the recipient of the Consignment to contact us to make alternative delivery
arrangements to the Delivery Point. If
the recipient does not contact us to arrange the alternative delivery within 7
days we will return the Consignment to you at your cost (such cost to be
discharged before delivery to you).
4.3 If we consider that the Consignment has
become a Damaged Consignment and cannot be delivered because it is or in our
reasonable opinion is likely to be unsafe hazardous or harmful we reserve the
right to dispose of the Damaged Consignment immediately.
5.1 You agree that we may use another carrier in
order to support our provision of the services to you (this will be at our own
expense) and you agree that both we and this other carrier shall be entitled to
the protection of all of the terms of this Agreement which exclude or limit
liability for any losses or damage.
6. Our Liability
YOUR ATTENTION IS DRAWN PARTICULARLY TO THIS CLAUSE
AND THE LIMITS OF OUR LIABILITY WITHIN IT.
6.1 Where you deal with us as a consumer,
nothing within these terms and conditions shall be deemed to affect your rights
under the Unfair Contract Terms Act 1977. For the avoidance of any doubt, when
you deal with us as a business the Unfair Contract Terms Act 1977 is hereby
excluded to the fullest extent legally possible and you are further referred to
additional terms relating to business clients set out below.
6.2 Nothing in this Agreement shall limit or
exclude our liability for:
(a) death or personal injury caused by our
(b) fraud or fraudulent misrepresentation.
6.3 As a responsible business, we will perform
the Service(s) in a professional manner with the appropriate level of skill and
care. However, damage to a Consignment
may still occur as a consequence of our handling of it and in such
circumstances, our liability shall be limited as set out in these Terms and Conditions.
The reasoning behind this limitation of our liability is as follows:
(a) The value of a Consignment and the amount
of potential loss to you that could arise if a Consignment is damaged or lost
is not something which we can easily ascertain but is something which is better
known to you. In many cases it cannot be
known to us at all and can only be known to you;
(b) The potential amount of loss that might be
caused or alleged to be caused to you is likely to be disproportionate to the
sum that we could reasonably be expected to charge you for providing the
Service(s) under this Agreement;
(c) It is not possible for us to obtain cover
which would give unlimited compensation for our full potential liability to all
of our customers and, even if it were, such cover would be much cheaper if
taken out by you (rather than us taking out such cover and passing the cost on
to you) and on that basis, it is more reasonable for you to take out such cover
from an independent third party. Please
note that you are also able to purchase compensation cover from us for your
Consignment during the ordering process;
(d) We wish to keep the costs of providing the
Service(s) to you as low as possible;
(e) In light of the above we wish to limit our
liability for any damage or loss caused to you to a level which we consider reasonable
to our low charges for providing the Services.
(f) In these Terms and Conditions, damage to
you means any damage suffered by you (including any loss of, or damage to, a
Consignment and any other loss, whether or not known to you or us or in either
of our contemplation at the time of entering into this Agreement), however it
arises but only so long as it is caused by our negligence, breach of duty or
other wrongful act or omission (which includes any deliberately wrongful act or
omission) and any breach of any the terms of this Agreement, or any terms implied
by statute (where applicable);
(g) We investigate all claims received by
us in a fair and speedy manner, but such investigations are more accurate and
are easier to perform soon after the loss or damage is alleged to have incurred
and on that basis, the timescales set out in this Agreement are necessary to
ensure that such investigations can be performed fairly.
The Extent of our Liability
6.4 We shall only be liable for damage or
loss caused to you if it is caused by our negligence, breach of duty or other
wrongful act or omission, and only subject to the limitations set out within
this clause 6 and clause 7;
6.5 We shall not be liable to you under any
circumstances for any direct or indirect loss (including, but not limited to
loss of profits, or loss of goodwill) or for any other special or indirect
losses, costs, damages, or claims which do not arise naturally as a result of
our negligence, breach of duty, or other wrongful act or omission.
6.6 We shall not be liable to you:
a) under any circumstances where there
are any material discrepancies (meaning more than 10% difference) between the
declared dimensions and weights and the actual dimensions and weights;
b) for any damage caused by our negligence,
breach of duty, or other wrongful act or omission, which you have, or you have
arranged to be, repaired, unless it is agreed by us that the repair work is to
be carried out and that a repairer approved by us undertakes this work;
any circumstances in respect of the items on the Prohibited items; Special
Provisions items and for damage to the No Compensation Items lists, unless
otherwise stated by us.
The Limitation on the Amount of our Liability
6.7 If we are liable to you for any reason, we
shall (subject always to clause 7) only be liable to refund to you the cost paid
for the Service(s), unless you have purchased
compensation cover for your Consignment from us.
For the avoidance of doubt, this includes any compensation
cover you may require in respect of any items listed on the “Special
Provisions” and “No Compensation Items” lists.
The items on the “Prohibited
Items” list are prohibited and no level of compensation cover taken out by you
will change whether these items will be allowed.
Where you purchase compensation cover for your
Consignment from us, our liability to you is limited to the value of the compensation
cover taken out or the actual value of the Consignment at the date of loss
(whichever is the lesser). Where you do not purchase compensation cover, you confirm that you
accept the risks of not doing so.
We will not be liable to repay you the market value
of the Consignment as at the time it was purchased by you. Consignments by
their nature are subject to depreciation. You
must take out a “new for old” compensation
policy should you wish to be compensated in this way.
6.8 In order to ascertain the extent of our
liability above, we shall require proof of the value and weight of the entire
Consignment and any part or parts of it which make it up and you must ensure
that, prior to our collection of the Consignment, you have a record of these.
For the avoidance of any doubt, and without affecting clause 6.5, we shall only
be liable for the replacement value of the Consignment and not for any sums
that would amount to profit on the Consignment or applicable value added tax
(or like tax) on such profit.
6.9 If a claim arises as a result of damage to
the whole or part of a Consignment and if we settle the claim for a sum equal
to or greater than the value of the Consignment, then we shall be entitled to
claim ownership of the Consignment and deal with it as we see fit. For the
avoidance of any doubt, we shall be responsible for the cost of recovery of the
6.10 If you wish to combine a number of discrete
packages you must do this within an outer box or packaging fully encompassing
each discrete package. If you do not do this and any individual discrete
package(s) come apart in transit resulting in one or more of them being lost,
then once the remaining parcel(s) are signed for by the recipient, you accept
that you cannot make a claim for loss or partial loss of that consignment.
No Compensation Items and Special Provisions Items
6.11 As stated at the beginning of these Terms
and Conditions, certain items are carried without compensation cover for damage
and at your own risk regardless of whether compensation cover is taken out. A list of these can be found at: http://www.parcel2go.com/shipping-items.aspx#unins.
We do not accept any liability for, damage to or
damage caused by any of the items on these lists, whatsoever and howsoever damage
is caused, whether in contract, breach of statutory duty, tort (including
negligence) or otherwise.
For the avoidance of doubt, if compensation cover
is taken out for the items on the “Special Provisions Items” and/or “No Compensation
Items” lists they will be carried with compensation cover only in the event
they are lost by us.
6.12 (a) We shall not, in any circumstances, be liable to you for any
damage caused arising directly or indirectly as a result of any of the Excepted
(b) If at any time we are prevented or
delayed from starting, carrying out or completing any of the Services because
of a strike, lock out, labour dispute, weather conditions, traffic congestion,
mechanical breakdown or obstruction of any public or private road or highway or
any other cause beyond our control, you shall have no claim for damages against
us for any loss that you may suffer as a result PROVIDED that, where the delay
is caused by the mechanical breakdown of one of our vehicles, we shall use our
best endeavours to provide a replacement vehicle with the minimum delay
(c) We shall not in any circumstances be
liable for any late delivery or missed delivery or failure to deliver caused by
or contributed to by any deficient or ambiguous labelling of a Consignment and
you agree to be responsible for ensuring that such labelling is clear and unambiguous.
6.13 If our performance of any of our obligations
under this Agreement is prevented or delayed by any act or omission by you or
failure by you to perform any relevant obligation (“Your Default”):
(a) we shall (without limiting our other
rights or remedies) have the right to suspend performance of the Service(s)
until you remedy Your Default and, and we shall have the right to rely on Your
Default if Your Default prevents or delays our performance of any of our
(b) we shall not be liable for any costs or
losses that you may suffer that arising directly or indirectly from our failure
or delay to perform any of our obligations; and
(c) you shall reimburse us on written demand
for any costs or losses sustained or incurred by us arising directly or
indirectly from Your Default.
7. International Carriage
7.1 If we are requested to collect from, or
deliver a Consignment to, a country outside of the United Kingdom our terms of
liability (subject to clause 7.2 below) shall be governed by the relevant
provisions of the Convention on the Contract for International Carriage of
Goods by Road as set out in the Schedule to the Carriage of Goods by Road Act
1965 (as amended) (“the CMR Regulations”) and, in particular, articles 17
onwards and those provisions shall be deemed to be incorporated into this
Agreement and will apply in place of any inconsistent terms within this
Agreement. We can provide a copy of these provisions if requested, but even if
these are not requested you will be deemed to have read, understood and agreed
to them and their incorporation into this Agreement.
7.2 If the carriage of any Consignment occurs
by air travel and involves stopping in a country other than the country of
departure then the Montreal Convention as amended shall be generally applicable
to such part of the carriage as occurs by air and, in particular, our maximum
liability in respect of loss of or damage to any such Consignment during air
travel shall be limited to the amount set out in the Montreal Convention (namely
£1,870 per ton of the gross weight (i.e. including any and all packaging) of
7.3 We shall not be responsible for any local
customs charges, import taxes or duties or any similar charge(s) incurred
through our carriage and/or delivery of any Consignment and you must satisfy
yourself as to whether any of these charges will become due, and if so in what
amounts, before completing an order with us. If any such charges become due as
a result of our carriage and/or delivery of a Consignment on your behalf and
are charged to us by any competent authority you agree to reimburse us fully in
respect of the same within 7 days of our demand.
7.4 The provisions at clause 8.6 shall apply
to this clause 7.
8.1 We shall not be liable to you under any
circumstances for any loss or damage unless you notify us either via our
website OR by written notice to The Cube, Coe Street, Bolton, BL3 6BU within:
(a) 14 days of delivery of the Consignment in
the case of damage to all or part of a Consignment or loss of part of a
(b) and in all other cases (including, but not
limited to, loss of the whole of a Consignment) within 28 days from when the
Consignment was collected or received by us.
Making a Claim
8.2 The procedure for applying for a claim
for loss, damage or part damage (“Claim”) is as follows:-
into the “My Account” section on our Website.
the “Submit a New Claim” section please click “Create Claim”.
in the details as indicated.
8.3 Once your Claim has been submitted to us
we will review it before deciding whether we are able to make an offer to
settle your Claim.
8.4 You will be notified of our decision of
whether we are able to settle your Claim or what offer we are prepared to make
(“Our Offer”) in the “Your Claims” section on the “My Orders” page of “My
Our Offer for your Claim
8.5 The procedure for accepting Our Offer is
(a) Log into “My Account”.
(b) Click “Accept Offer”.
one of the 2 payment options.
(d) Insert the account details for the account
you wish Our Offer to be paid into. It is your responsibility to provide the
correct account details into the boxes provided. Please note that we will not be liable for
any incorrect details which are provided by you. For the avoidance of doubt we
will not be obliged to make any further payments to you in the event that you
have provided incorrect account details. Furthermore we are not obliged to
reverse any payments we may make to incorrect accounts as a result of you
providing incorrect details.
Requesting a Refund
8.6 The procedure for requesting a refund is as
On our website,
go to the Our Live Help Desk section.
Parcel2Go reference number; and
If your claim is
in connection with a service failure, please provide your parcel tracking
you can submit your request for a refund in writing to us.
8.7 Refunds may be given at our discretion and
in accordance with the service definitions made available to you at the time of
8.8 Should a refund be appropriate, it shall
be made back to the payment method originally used to book the transaction or
into a prepay account with Parcel2Go.com.
8.9 Refunds can only be processed to the
contracted party who booked the order.
8.10 Refunds will not be offered for
8.11 Refunds must be requested within 28 days
from the date the order was placed.
Consignments Returned to Sender
8.12 If a Consignment is Returned to Sender we
shall give you 14 days in which to collect the Consignment, failing which we
reserve the right to dispose of it. We shall not be liable to you under any
circumstances for any loss caused by us exercising this right and you failing
to collect the consignment in the timescales specified.
9, Your Indemnity
9.1 We shall assume, for the purposes of this
Agreement, that you are the sole owner of every item dispatched in the
Consignment but if any other person makes a claim against us for loss of or
damage to any such items beyond our liability to you then you agree that you
shall indemnify us against any losses or liabilities that we suffer through
that claim (including all legal costs and expenses) and you agree that we shall
have no liability to you in these circumstances, regardless of whether such
claims exceed any limitations of liability set out in this Agreement.
9.2 You agree to indemnify us against any
losses or liabilities that we may suffer through the loss of, or inability to
deliver, a Consignment caused by deficient or ambiguous labelling of such Consignment.
9.3 You agree to indemnify us against any
losses or liabilities that we may suffer through a breach by you of any of your
obligations set out in clause 11.
10.1 If you
are a business customer with a business account then:
(a) you shall make payment to us within 7 days
of the relevant invoice being issued to you, such invoice to be issued monthly
(b) without limiting any other right or remedy
of ours, if you (as a business customer only) fail to make any payment due to
us by the due date for payment, we shall have the right to charge interest on
the overdue amount at the rate of 8% per annum above the then current Bank of
England’s base lending rate accruing on a daily basis from the due date until
the date of actual payment of the overdue amount, whether before or after
judgment, and compounding quarterly;
(c) you shall pay all amounts due under this
Agreement in full without any deduction or withholding except as required by
law and you shall not be entitled to assert any credit, set-off or counterclaim
against us in order to justify withholding payment of any such amount in whole
or in part. We may, without liming our
other rights or remedies, set off any amount owing to us by you against any
amount payable by us to you.
10.2 If you are not a business customer with a
business account you shall pay all charges applicable in respect of the
Service(s) provided by us in accordance with the payment terms set out in the
10.3 We charge for our Service(s)
based on the dimensions and weight of each Consignment. We may check the dimensions and/or weight of
each Consignment. In the event we find
that the dimensions and/or weight of a Consignment have been under declared by
you when checked by us, you agree:
(a) That the dimensions and/or weight that we reasonably determine
may be used for the purpose of the calculation of our charges;
(b) We may charge any price difference to you in accordance with
our current rates and may also charge an administration fee for correcting such
underpayment/additional charge (together, “Additional Charges”);
(c) If you are a business customer with a business account, to pay
the Additional Charges in accordance with clause 10.1;
(d) If you are not a business customer with a business account, to
authorise us to debit the Additional Charges directly from the debit/credit
card or PayPal account used to make the original payment. If the Additional Charges (whether whole or
part) cannot be paid by this means, the balance is due within 7 days of a
relevant invoice being issued to you; and
(e) We may suspend performance of the Service(s) until the
Additional Charges are received by us.
If we exercise this right we shall not be liable to you in any
circumstances for any costs or losses arising directly or indirectly that you
may suffer as a result and clauses 6.13 and 8.12 shall apply.
10.4. Should the provision of any Service(s) mean
that we have to deliver a Consignment on a bank or other public holiday we
shall be entitled to make a reasonable extra charge for any additional costs
incurred by us as a result.
10.5. All charges stated, whether by invoice or in
the Service Order, shall be exclusive of any applicable value added tax which
shall be added to the total sum payable to be repaid by you.
10.6 From time to time, we may provide you with a
discount code to be used with your order. You may only use a discount code
once, with one order.
10.7 In the event that you use the same discount
code with more than one order, we may, at our absolute discretion:
(a) cease trading with you and/or
your business; and/or
(b) remove your ability to place
orders with us; and/or
(c) intercept your Consignment(s) and
re-direct it to our depot in Bolton. An administration charge of £15.00 per Consignment is
applicable, should you wish for the Consignment(s) to be re-shipped and/or
11.1 At any time where we offer customers a system
of payment on account with bonus credit being applied to such accounts, we
shall refer to such system as “Prepay” and the additional provisions of this
clause 11 shall apply.
11.2 Your current Prepay credit and any applicable
bonus credit shall be separately recorded and the total balance of these
credits shall be shown in your account through our website.
11.3 When you accept the Service Order our system
will check your Prepay credit and bonus credit balance. The price set out in
the Service Order shall be deducted from the balance. If such deduction would
result in a negative balance then you shall make up the difference in
accordance with the provisions of clause 10 (Payment).We may set a minimum Prepay
limit from time to time on any credit payments made to your Prepay account and
these will be notified to you through our website (currently £20).
11.4 Any payment made on account under the Prepay
system shall be deemed as a payment for services to be ordered from us. After the initial refund period described
below our liability to you will be to provide services to the value of the
account balance. Cash balances will not
be returned except in cases where you received a defective service and
requested a refund of the unused Prepay cash balance held on the account. Any
such refund shall be provided subject always to the provisions of clause 6 and
you complying at all times with your obligations under clause 12.
11.5 If you do not place any orders for a 6 month
period we will send an e-mail to the address in your Account Details to remind
you of your balance. This will be
repeated at 12 months and 18 months. When a period of 24 months has passed with
no orders placed we will assume that your account is no longer active, the
Prepay balance will expire and you shall have no further claim to such balance
(including in order to pay for services).
11.6 If you change your mind after making a
payment on account you may request a refund. The procedure for requesting a
refund from your Prepay balance or otherwise is set out in clause 8 above In such cases the
amount refunded will be the sum of the original payment less the value of any
services ordered on account.
12. Your Obligations
12.1 You agree to:
(a) ensure that the information you supply in
the Order Schedule is complete and accurate;
(b) co-operate with us in all matters relating
to our provision of the Service(s);
(c) provide us with access to your premises,
office accommodation and other facilities as reasonably required by us if any
of these are to be the Collection Point or Delivery Point and be responsible
for ensuring that the premises are free of hazardous materials and do not pose
a health and safety risk to us ;
(d) provide us with such information and
materials as we may reasonably require in order to supply the Service(s) and
ensure that such information is accurate in all material respects.
12.2 You agree that we shall not be required, and
that you shall not cause us, to carry anything if it would be illegal or
unlawful for us to do so (either in the UK or any country to which a
Consignment is to be delivered). You agree that should you do this, you will
indemnify us against any losses and/or damage that we may suffer as a
12.3 We will not, without specific separate
written agreement, carry: livestock; liquids; perishable goods; gasses;
pyrotechnics; arms; ammunition; corrosive; toxic; flammable; explosive;
oxidising or radioactive materials. In addition we will not carry any items
which are on our prohibited list above.
12.4 We reserve the right to refuse to carry any
parcels which are neither the property of, nor sent on behalf of, you.
12.5 You understand that:
(a) All Consignments shall be accepted at the
Delivery Point and that the recipient shall give our driver an appropriate
receipt and you agree that this receipt shall be conclusive evidence of
delivery of the Consignment by us. This
clause 12.5(a) shall not apply where such receipt is obtained as a result of
fraud, collusion or dishonesty on the part of our driver.
(b) If there is a strike by any employees of
yours, or the employees of any person receiving delivery, then you agree that
our representative shall not be asked to perform any additional duties or any
duties of a strike-breaking nature.
13.1 Unless specifically agreed otherwise,
“working days” do not include Saturdays, Sundays or public holidays.
13.2 We will not provide any refund or
reduction of charges if we receive less than the number of parcels for which
you have contracted.
14. Nature of Agreement
14.1 This Agreement, the Order Schedule, the CMR
Regulations and the Montreal Convention (so far as they are applicable) shall
constitute the entire contract between us and you and the contract shall not
incorporate, or be deemed to incorporate any provisions of any other documents. In addition, this contract and the documents
referred to above shall supersede any previous contract, warranty or
representation made or given by us relating to the Service(s) set out in the
15.1 No variation, amendment or cancellation of
the terms of this Agreement (other than the Order Schedule) shall be binding
upon us unless and until it is confirmed in writing by a director of us and,
for the avoidance of any doubt, it is declared that no person other than a
director has authority to negotiate or enter into any commitment on behalf of
us which would or might (but for this clause) involve us in any legal liability
16.1 This Agreement may be terminated by either party
giving to the other one month’s written notice of its desire to terminate this
Agreement. This Agreement may also be terminated immediately if the other party
breaches any of its obligations under this Agreement or (in the case of an
individual) becomes bankrupt or (in the case of a company) goes into
liquidation other than for the purposes of reconstruction or amalgamation, or
has an administrator or receiver appointed over any of its or his property or
income or make any deed or arrangements with or for the benefit of his or its
16.2 On termination of this Agreement for any
(a) you shall immediately pay to us all of our
outstanding unpaid invoices and interest and, in respect of Service(s) supplied
where the Consignment has been delivered but for which no invoice has been
submitted, we shall submit an invoice, which shall be payable by you
immediately on receipt;
(b) in respect of a Consignment which has
already been paid for and which has been received but not yet delivered, then
we shall deliver such Consignment in accordance with the terms of this
(c) in respect of a Consignment which has not
been paid for but which we have received but not delivered, we shall return the
Consignment to you.
(d) the accrued rights, remedies, obligations
and liabilities of the parties as at expiry or termination shall not be
affected, including the right to claim damages in respect of any breach of this
Agreement which existed at or before the date of termination or expiry; and
(e) clauses which expressly or by implication
have effect after termination shall continue in full force and effect.
17. Applicable Law
17.1 This agreement and any dispute 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 the law of England and Wales
17.2 You irrevocably agree, for our sole benefit
that, subject as provided below, the courts of England and Wales shall have
exclusive jurisdiction over any dispute or claim arising out of or in
connection with this agreement or its subject matter or formation (including non-contractual
claims). Nothing in this clause shall limit our right to take proceedings
against you in any other court of competent jurisdiction, nor shall the taking
of proceedings in any one or more jurisdictions prevent us from taking
proceedings in any other jurisdictions, whether at the same time or not, to the
extent permitted by the law of that other jurisdiction