1.1 In this document, the following words will have the meanings set out 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 JDL 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 JDL; and
"JDL" means JDL Deliveries Ltd with its principal place of business at Orchard View Maidstone Road Sutton Valence Kent ME17 3LS.
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 JDL to the Customer.
2.2 Any variation to this Agreement shall have no effect unless made in writing and signed by an authorized representative of JDL.
3 THE COURIER SERVICES
3.1 Where JDL has agreed to perform Courier Services in respect of any Consignment of the Customer, the Customer shall be responsible for providing JDL 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 JDL.
3.2 The Customer shall ensure that all information provided to JDL under Clause 3.1 is accurate and complete in all material respects. JDL 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 JDL shall be solely responsible for the selection and allocation of personnel to perform the Courier Services. JDL 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 procure that JDL's 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 JDL's personnel whilst at the Customer's premises.
3.5 JDL 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 unless specified by the Customer.
3.6 JDL shall provide the service for a minimum period of twelve months from the date of commencement.
3.7 The customer shall provide JDL with a minimum of one month’s written notice should they wish to terminate the agreement. If one month’s written notice is not provided, then JDL reserve the right to charge a fee of the previous months spend.
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 JDL courier delivering the Consignment with an appropriate written acknowledgement of receipt.
4.2 JDL shall make only one attempt to deliver the Consignment, during normal working hours, on a normal working day. JDL shall use all reasonable endeavors to deliver the Consignment by the Target Date but cannot 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. JDL 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, licenses or authorizations, 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 Government Department, Police or other competent Authority
4.3.4 The breakdown of any vehicle used by JDL for the delivery of the consignment, or
4.3.5 any other cause or circumstance beyond the reasonable control of JDL.
4.4 If delivery of the Consignment is not possible for any reason, JDL shall be entitled at its option to:
4.4.1 arrange storage of the Consignment until delivery can be effected (or until the Customer or the Recipient, by prior arrangement with JDL, 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 JDL 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).
4.4.3 If JDL incur any Penalty Charge Notices while in the process of performing a delivery or collection on behalf of the customer or recipient then all charges will be passed onto 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.
6.1 The Customer shall pay fees to JDL for the Courier Services at JDL's rates applicable at the time of order. JDL shall provide the Customer upon the Customer's reasonable request with details of JDL's current rates. All rates are quoted exclusive of value added tax and all other applicable sales or other taxes which shall, if and to the extent applicable, be paid by the Customer. Any discounted rates are provided based on volumes and invoices being paid on time. JDL reserves the right to charge additional rates if the agreed volumes are not met, or if the invoices are not paid by the due date. The Customer shall be responsible for any congestion charges and tolls incurred together with any parking or other fines incurred during the delivery of the Consignment.
6.2 Unless otherwise agreed, JDL 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 14 days of the invoice date. Invoices will be emailed unless agreed otherwise and JDL reserves the right to add a £5.00 administration fee for invoices that are posted. All invoices and all payments hereunder shall be in UK pounds sterling. JDL reserves the right to add a £25.00 administration Fee for customers who pay by Cheque.
6.3 If the cost to JDL of performing the Courier Services increases as a result of any change to the law or any other reason beyond JDL's reasonable control, such increase shall be added to the fees payable in respect of the Courier Services hereunder. This could include a Fuel Surcharge which will be added in addition to any price quoted.
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 JDL of performing the Courier Services is increased, JDL 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 JDL, JDL 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 8% per month of the total invoice amount from the date on which payment became overdue until the date on which JDL receives full payment of (the outstanding sum together with all accrued interest and with a minimum late payment fee of £150.00 + vat). If JDL have to commence legal proceedings to recover money this will incur a minimum fee of £250.00 + VAT.
6.6 JDL 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 JDL sees fit and to retain from the proceeds of sale sufficient sums to pay all monies due from the Customer to JDL (including the expenses of the sale). JDL shall return the balance of the sale proceeds (if any) to the Customer.
6.7 If a Customer employs, poaches, or procures the services of a JDL Member of staff or subcontractor without the prior written consent of JDL, then the customer shall make a payment of not less than One year’s annual salary or £24,500.00 + VAT, whichever is the greater, by way of introduction and loss of staff personnel.
7.1 Subject to the provisions of this Clause 7, JDL shall only 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 JDL shall not accept liability for any loss of or damage to any part of the Consignment which consists of the following items:
7.2.2 precious metals,
7.2.4 currency/vouchers/tickets; or
7.2.5 spirits/alcohol or tobacco products.
7.3 Subject to Clause 7.4, JDL's 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 JDL 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 JDL's liability for fraud, or for death or personal injury caused by its negligence.
7.5 This Agreement sets forth the full extent of JDL's 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 JDL 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.
7.6 The Customer shall be liable for any financial penalties ordered by a Court where an Offence has been committed by JDL’s personnel as a direct result from the Customers misleading information.
7.7 Where JDL offer a “Next Day”, “Worldwide”, or “Pallet” or “HIAB” delivery service through a third-party carrier, then these consignments will be the responsibility of the third party carrier and will travel under their terms & conditions of carriage and their insurance levels and not JDL’s.
7.8 In the event of a claim, then the claim must be made in writing within seven days of the date of delivery. JDL will have no responsibility for any claims outside of this period.
8 CONSENTS AND LEGAL COMPLIANCE
8.1 The Customer warrants that it shall obtain and maintain, at its own expense, all necessary licenses, permits and authorizations 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 JDL shall not assume, and hereby disclaims, any obligation or liability in these regards.
8.3 JDL Record all telephone calls.
8.3.1 The call recording assists JDL to comply with strict regulations, pass legal controls, resolve potential disputes with customers as well as support with employee training and customer quality assurance.
8.3.2 The recording and monitoring of telephone calls is governed by a number of different pieces of UK legislation, including; Regulation of Investigatory Powers Act 2000 ("RIPA"); Telecommunications (Lawful Business Practice)(Interception of Communications) Regulations 2000 ("LBP Regulations"); Data Protection Act 1998; Telecommunications (Data Protection and Privacy) Regulations 1999; Human Rights Act 1998.
8.3.3 All telephone data is kept in a secure location and stored for a maximum period of 6 years.
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.
10.1 Any disagreement that arises between the parties that cannot be resolved by agreement shall be subject to arbitration in accordance with the provisions of the Arbitration Acts 1950 and 1979 or any statutory modification or re-enactment thereof. In the event of failure to agree on the choice of an arbitrator they shall be appointed on the joint application of the parties of them to the President of the Law Society of England.
11 FORCE MAJURE
11.1 Neither party shall be liable for any delays in performance or failure to perform any of its obligations hereunder where such delay or failure arises due to any following events such as Natural Disasters, Labour Disputes, Terrorism, Riot or for any reasons beyond the control of one party provided that the party affected by such event promptly notifies the other of the cause and duration of any delay resulting therefrom.