In these conditions:
1.1 "Company" means Pure Simplicity Technology Ltd trading as NEXUS. and shall include every company, servant, or agent with the intention that they shall have the benefit of this contract collectively and together.
1.2 "Customer" means the person or company who contracts for the Services of the Company.
1.3 "Goods" means the items specified in the Company's quotation:
1.4 "Dangerous Goods" means dangerous substances identified by the Health and Safety Commission in Part 1 of the Authorised and Approved List of Dangerous Substances, explosives or radioactive substances and any other substances presenting a similar hazard.
For the purpose of the agreement reference to "Goods" shall include "Dangerous Goods" where the context requires.
1.5 "Services" means the work or services to be performed by the Company as specified in the Company's quotation.
1.6 "Site" means the place or places where the Services are to be performed or where Goods are to be delivered.
1.7 "Consignment" means goods in bulk or contained in one parcel, package or container, as the case may be, or any number of separate parcels, packages or containers sent at one time in one load by or for the Customer from one Site to another.
1.8 "Transit" means the conveyance and transportation of the Goods by vehicle, trailer, ship or aircraft, including loading and unloading by crane, fork lift truck, or other lifting apparatus and final siting
2.1 The Company is only prepared to contract with the Customer upon these conditions. No servant or agent of the Company is permitted to alter or vary these conditions unless expressly authorised by the Company. Any such variation or alteration must be confirmed in writing to the Customer before coming into effect.
2.2 These conditions shall take precedence over any printed conditions appearing on any purchase order form, delivery form or any other documents emanating from the Customer and the Customer's conditions shall have no effect whatsoever.
2.3 Any conduct of the Customer which confirms an agreement for the provision of Services by the Company shall constitute unqualified acceptance by the Customer of these conditions.
2.4 The Company is not a Common Carrier nor does it contract as such.
2.5 The Company may at its absolute discretion employ the services of other contractors, air, railway, steamship or dock or harbour company or authority to carry out in whole or in part of the carriage or any other Services the Company has contract to supply to the Customer.
2.6 The Company contracts for itself and as agent of and trustee for its servants, agents or other contractors including those referred to in the Clause 2.5 or elsewhere in these conditions.
The Customer warrants that it is either the owner of the Goods and the Site in respect of which the Company contract to provide Services or that it is authorised by the owner to accept these conditions on the owner's behalf.
4.1 The Company may accept Dangerous Goods for carriage or storage provided:
(a) the Dangerous Goods are disclosed by the Customer prior to the Company accepting them for carriage of storage;
(b) the Dangerous Goods are classified, packed and labelled in accordance with statutory regulations;
(c) Transport Emergency Cards (TREMCARDS) or other statutory written information is provided by the Customer in respect of each substance and that such information accompanies each consignment.
4.2 The Customer will indemnify the Company against all liability for any loss or damage arising from the Customer's failure to comply with the provisions of clause 4.1 and to pack the Dangerous Goods properly and safely.
4.3 The Company will not accept for carriage or storage any dangerous damaging or explosive articles goods or substances, other than Dangerous Goods pursuant to Clause 4.1. Should the Company inadvertently accept such articles, goods or substances the Customer will indemnify the Company for any loss or damage cost or expenses howsoever caused suffered by the Company and against all claims made against the Company by a third party as a consequence of the presence of any such articles goods or substances amongst the Customer's goods.
4.4 If any such articles, goods or substances are discovered by the Company, the Company may at its absolute discretion, remove, sell, destroy or otherwise dispose of the same at the expense of the Customer and shall be under no liability to the Customer in respect thereof.
5.1 It is the Customer's responsibility to provide the Company with accurate information including dimensions, weight, and any special requirements of the Goods along with any special storage requirements.
5.2 The Customer will provide the Company with accurate information regarding the Site(s) where the Services are to be performed including full addresses for collection and delivery and any access difficulties which may impede the Services.
5.3 The Customer shall indemnify the Company against all consequences suffered by the Company (including but not limited to claims, demands, proceedings, fines penalties, damages, costs, expenses and loss or damage to the Company's vehicles or equipment) for any error, omission, mis-statement or mis-representation made by the Customer in respect of information required under clauses 5.1 and 5.2.
a) All staircases, doorways, windows and any entry or exit point from the Premises may be used in order to allow the Services to be performed.
b) Exclusive, unrestricted and interrupted use of lifts.
c) Where access is required through security doors security passes will be provided to gain access.
d) The Work can be done without hindrance or interruption caused by the Customer's agents, employees or third parties.
7.1 The Customer shall be responsible for ensuring that good hard standing to the satisfaction of the Company is provided for the Company's vehicles and equipment at the place of collection, delivery, or installation.
7.2 The Customer shall be responsible for ensuring that all ground and equipment, including, but without prejudice to the generality to the foregoing, floors, staircases, escalators, and lifts be of a suitable nature and quality to enable the safe movement and operation thereon of the Company's servants and agents as well as any machinery or equipment included in the Service.
The Customer shall be liable for the cost of detention of any vehicles, trailers, containers, sheeted Consignments or other equipment detained as a result of circumstances beyond the control of the Company. Such liability shall be without prejudice to the rights of the Company against any other person or firm or company in respect of the said detention.
If the Company, its servants or agents, signs a document acknowledging receipt of the Goods the same shall not be evidence of the condition or the correctness of the declared nature, quality, quantity weight or any other information provided by the Customer in accordance with the provisions of clause 5 of the Goods at the time they are received by the Company.
10.1 Transit shall commence when the Company takes possession of the Goods to be transported at the point of collection.
10.2 10.2 Transit shall end (unless previously determined) when the Goods are tendered at the place of delivery provided that:
(a) If no adequate or safe access or unloading facilities exist at the delivery site, then transit shall be deemed to end at the expiry of one clear day after notice in writing or by telephone of the unsafe and/or inadequate unloading facilities available has been given to the Customer. The Company may entrust the Goods to a third party at the Customer's expense and in that case will not be liable for any loss or damage howsoever caused to the Goods entrusted.
(b) when for any other reason whatsoever Goods cannot be delivered or when Goods held by the Company "to await order" or "to be kept until called for" or upon similar instructions and such instructions are not given or the Goods are not called for and removed within 7 days of notice in writing requiring their collection or removal having been given to the Customer by the Company then transit shall be deemed to end at the expiry of 7 days notice.
The Company in its absolute discretion may deviate from or change the route method or procedure to be followed when carrying out the Services and shall at its absolute discretion be entitled to vary or deviate from agreed, usual or intended route or procedure.
12.1 The Company's charges shall be payable by the Customer in pounds sterling within 30 days of the date of the company's invoice.
12.2 If the charges are not paid in accordance with clause 12.1 interest will be due at 4% above the base rate of Lloyds Bank as varied from time to time calculated on a daily basis on all amounts due to the Company.
12.3 The Company's invoice shall be payable by the Customer without any deductions or set-off and the Customer shall not delay or deter making payments of any charges due and payable to the Company by reason of any claim or counterclaim made by the Customer or by any third party against the Company under the terms and conditions of this contract or otherwise.
13.1 Quotations are valid for twenty-one days.
13.2 The quotation only includes the cost of Services specified in the quotation. If additional Services are required by the Customer, the Company will provide a quotation. The additional services will only by provided upon the quotation's acceptance by the Customer.
13.3 All quotations are submitted by the Company on the condition that there will be no hindrance, interruption or postponement in the performance of the Services. If the Company is hindered, interrupted or Services are postponed the Customer shall pay the Company for any increase in costs incurred by the Company.
14.1 The Company's liability for loss, mis-delivery or damage to the goods is as follows:
Except as otherwise provided in these conditions, the liability of the Company in respect of loss, mis-delivery or damage to the Goods however caused during transit shall be limited to £250,000 per vehicle load where the whole or part of the consignment has been lost, miss-delivered or damaged and £1,000,000 per contract.
14.3 Site Work
Except as otherwise provided in these conditions, the liability of the Company in respect of loss, mis-delivery or damage to the Goods during decommissioning, dismantling, reassembling, movement, recommissioning or any other Services provided on Site shall be limited to £1,000,000 in any one occurrence.
14.4 Where the Customer submits a claim against the Company under clauses 14.2 and 14.3 above the Company shall be entitled to require proof of the value of the whole of the Consignment or Goods and only part thereof with details of the cost of repair, replacement and weight.
14.5 The Customer shall take all reasonable steps to mitigate any loss arising from any claims arising from the provision of the Services.
14.6 Exclusion of Liability
The Company shall not be liable in any circumstances for:
(i) any loss or damage to the Goods or Dangerous Goods howsoever caused after the transit of such Goods has ended or is deemed to have ended within the meaning of clause 10;
(ii) any loss or damage howsoever caused to any roads, drives, pathways, floors, wires, cables or pipes beneath them;
(iii) any claim under this clause or complaint as to the performance of the Company which is not reported to the Company with within 7 days of the Service or Goods/Dangerous Goods being delivered;
(iv) any loss or damage caused where there has been fraud on the part of the Customer and/or the owner of the Goods/Dangerous Goods or their servants or agents;
(v) any loss of profit, loss of use, loss of production, loss of contracts or for any financial or economic loss or for any indirect or consequential damage.
(vi) any loss arising in relation to owner packed goods; jewellery, money, stamps, securities and the like; any loss or damage covered by an insurance policy; consequential loss; war, hostilities etc.; radioactive damage; supersonic damage; unexplained mechanical, electrical or electronic damage to appliances, machinery or electronic equipment unless as a direct result of external physical damage.
Any notice or document sent to the Customer, including an inventory, shall be deemed to have been served and received by the Customer two days after the same has been posted by pre-paid first class post or the registered office or last known address of the Customer known to the Company.
16.1 The Company shall have a general lien upon all Goods in its possession for any monies whatsoever due from the Customer or owner of the Goods to the Company.
16.2 If any such general lien is not satisfied within 28 days from being notified that the lien has been exercised the Company may, at its absolute discretion, sell the Goods or part thereof as agent for the owner and apply the proceeds of the sale towards the monies due and the expenses of retention, insurance and sale of the Goods and shall upon accounting to the Customer for any balance remaining be discharged from all liability whatsoever in respect of the Goods.
The Company shall be relieved from its obligation to perform the contract to the extent that the performance thereof is prevented by any failure of the Customer, fire, weather conditions, industrial dispute, labour disturbance or cause beyond the control of the Company.
18.1 For the purpose of the Customs or other formalities which had to the completed before delivery of the Goods, the Customer shall provide to the Company the necessary documents and shall furnish the Company with all the information which it requires.
18.2 The Company shall not be under any duty to enquire into either the accuracy or adequacy of such documents and information. The Customer shall be liable to the Company for any damage loss delay or related costs caused by the absence, inadequacy, or irregularity of such documents and information.
18.3 The Customer is responsible for paying any duties and/or taxes payable on the Goods and should pay these directly to the authority concerned prior to collection. If such duties and/taxes are not paid and the Company is requested to pay such and has not been put into funds by the Customer to do so the Company may entirely at its own discretion pay such sums requested or treat the Goods as undelivered pursuant to Clause 10 of these conditions. In the event of the Company paying duties and/or taxes which it has not been put in funds to pay the Company shall be entitled to interest at 4% over the current base rate of Lloyds Bank as varied from time to time calculated on a daily basis from and including the payment day.
Where the place of taking over the Goods and the place designated for collection or deliver are situated in different countries, the services will be carried out subject to the provisions of applicable international conventions and protocols which are in effect at the time the Services are provided.
The Conditions contained herein are in all respect considered reasonable by both the Company and the Customer. In event of a Clause is found to be held void in the circumstances where it would be valid if some part where deleted or the amount increased or period of relevance increased then the parties hereto agree that such conditions shall apply with such modification as may be necessary to make it valid and effective.