Terms & Conditions
1.1. In these Terms:
“Client” means the person named in the Quotation to whom the Supplier has agreed to provide the Specified Services in accordance with these Terms;
“Excluded Loss” means any of the following: (a) loss of profit; (b) loss of anticipated profit; (c) loss of production; (d) loss of, product use; (e) loss of turnover; (f) loss of business opportunity; (g) loss of goodwill; in each case whether the same shall arise directly or indirectly, or any indirect, special or consequential loss or damage, costs, expense or claims for compensation whatsoever;
“Contract” means the contract for the provision of the Specified Services;
“Force Majeure Event” means an event beyond the reasonable control of the Supplier including but not limited to strikes, lockouts or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors;
“Goods” means the goods which are to be the subject of the Contract and which are set out in the Quotation;
“Quotation” means the Supplier’s quotation to which these Terms are appended;
“Specified Services” means the services to be provided by the Supplier for the Client and referred to in the Quotation;
“Supplier” means Stadium Export Services registered in England and Wales under number 03066363;
“Terms” means the standard terms of sale set out in this document and (unless the context otherwise requires) includes any special terms agreed in Writing between the Client and the Supplier;
“Writing” and any similar expression includes facsimile transmission and comparable means of communication, but not electronic mail.
1.2. A reference in these Terms to a provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3. The headings in these Terms are for convenience only and shall not affect their interpretation.
2. Supply of the Specified Services
2.1. The Supplier shall sell and the Client shall purchase the Specified Services in accordance with the Supplier’s Quotation (if accepted by the Client), or the Client’s order (if accepted by the Supplier), subject in either case to these Terms, which shall govern the Contract to the exclusion of any other terms subject to which any such Quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Client.
2.2. No variation to these Terms shall be binding unless agreed in Writing between the authorised representatives of the Client and the Supplier.
2.3. The Supplier’s employees or agents are not authorised to make any representations concerning the Specified Services unless confirmed by the Supplier in Writing. In entering into the Contract the Client acknowledges that it does not rely on any such representations, which are not so confirmed, but nothing in these Terms affects the liability of either party for fraudulent misrepresentation.
2.4. For the avoidance of doubt, by entering into this Contract the Client hereby agrees that the Supplier is not a common carrier and that the Supplier shall not be liable as such in relation to the provision of the Specified Services.
2.5. The Specified Services shall be provided in accordance with the Quotation subject to these Terms.
2.6. The Supplier may correct any typographical or other errors or omissions in any brochure, promotional literature, quotation or other document relating to the provision of the Specified Services without any liability to the Client.
2.7. The Supplier may at any time without notifying the Client make any changes to the Specified Services which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Specified Services.
2.8. Where the Supplier is to arrange the transportation of the Goods, it may carry the Goods by any route and by any mode of transport that it shall think fit.
3. Obligations and Warranties of the Client
3.1. The Client shall at its own expense supply the Supplier with all necessary data or other information relating to the Specified Services, within sufficient time to enable the Supplier to provide the Specified Services in accordance with the Contract. The Client shall ensure the accuracy of all such data and information.
3.2. The Client shall grant to, or obtain for, the Supplier such rights of access to the premises at which the Goods are located as are reasonably required to enable the Supplier to perform the Specified Services.
3.3. The Client warrants that it has provided to the Supplier all information relating to the characteristics of the Goods that the Supplier may require in order to plan and effect the provision of the Specified Services (including without limitation, details of fragile items and items which are inherently toxic or hazardous).
3.4. The Client warrants that it is the owner of the Goods, or in the alternative that it has the necessary authority from the owner of the Goods to accept the terms of this Contract in relation to the provision of the Specified Services in relation to the Goods.
3.5. It shall be the responsibility of the Client to provide all shipping marks and labels that are to be applied to the Goods provided that the Supplier shall apply the appropriate international shipping marks to the Goods.
3.6. Where Goods are presented to the Supplier ready packed for the provision by the Supplier of transportation or warehousing services only, the Client shall ensure that they are properly and securely packed and are in such condition as not to cause injury to the Supplier, (or to any of its employees or agents, or any third party), or to cause damage to the property of the Supplier, (or any of its employees or agents, or any third party). The Client shall indemnify and keep indemnified the Supplier from and against all costs, claims, fines, demands, liabilities, expenses, damages or losses arising out of or in connection with the failure by the Client to comply with the requirements of this clause
3.7. The Client shall be liable to pay all import or export duties, or any other duties or taxes, as may become payable anywhere in the world as a result of the provision of the Specified Services.
4.1. Subject to any special terms agreed, the Client shall pay the Supplier’s quoted price, and any additional sums which are agreed between the Supplier and the Client for the provision of the Specified Services or which, in the Supplier’s sole discretion, are required as a result of the Client’s instructions or lack of instructions, the inaccuracy of any information or data provided to the Document: D03-003-01 Rev 01 Supplier, any change in the date for the performance of the Specified Services required by the Client, or any other cause attributable to the Client.
4.2. The Supplier reserves the right, by giving notice in writing to the Client, to increase the price of the Specified Services to reflect any increase in the cost to the Supplier which is due to any factor beyond the control of the Supplier, (such as, without limitation, any foreign currency fluctuation, currency regulation, significant increase of labour costs, materials or other costs).
4.3.1. the Supplier has agreed to provide warehousing services to the Client, and the Client (or its employees or agents) fails to collect the Goods from the warehouse on the agreed date; or
4.3.2. the Supplier has agreed to arrange for the transportation of the Goods and the Client (or consignee) of the Goods fails to take delivery thereof at the time and place agreed for delivery; then without limiting any other right or remedy available to the Supplier the Supplier may store the Goods until actual collection or delivery (as the case may be) and charge the Client for the costs (including insurance) of storage and (where appropriate) redelivery.
4.4. All charges quoted to the Client for the provision of the Specified Services are exclusive of any Value Added Tax, for which the Client shall be additionally liable at the applicable rate from time to time.
5. Terms of payment
5.1. The Supplier shall be entitled to invoice the Client on completion of the Specified Services or at other times agreed with the Client.
5.2. The Client shall pay the price of the Goods within 30 days of the date of the Supplier’s invoice, unless otherwise agreed in Writing, and the Supplier shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Client. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will only be issued upon request.
5.3. The Supplier’s charges and any additional sums payable shall be paid by the Client (together with any applicable Value Added Tax, and without any set-off or other deduction) within 30 days of the date of the Supplier’s invoice.
5.4. If payment is not made on the due date, the Supplier shall be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount (both before and after any judgment) at the rate of 6% above the base rate from time to time of National Westminster Bank plc from the due date until the outstanding amount is paid in full. The Supplier reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
6. Warranties and liability
6.1. The Supplier warrants to the Client that the Specified Services will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with the Specification and at the intervals and within the times referred to in the Quotation. Where the Supplier supplies in connection with the provision of the Specified Services any goods supplied by a third party, the Supplier does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Client the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to the Supplier.
6.2. The Supplier shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Client.
6.3. The Supplier shall not be liable for any loss, damage, delay if the nature of the Goods exposes them to total or partial loss or damage through natural deterioration, decay, or latent defect.
6.4. The Supplier shall not be liable for any loss or damage, error or delay unless notice is given to the Supplier within seven days of the date on which delivery was due.
6.5. By entering into the Contract the Client agrees that the benefit of every defence, exemption and limitation of liability available to the Supplier under the Contract shall be available to the employees of the Supplier from time to time and any sub-contractors and agents of the Supplier.
6.6. Nothing in these Terms shall limit or exclude the liability of the Supplier for:
6.6.1. death or personal injury caused by its negligence or the negligence of its employees, agents or subcontractors;
6.6.2. fraud or fraudulent misrepresentation;
6.6.3. breach of the terms implied by section 2 of the Sale of Goods and Services Act 1982; or
6.6.4. breach of the terms implied by section 12 of the Sale of Goods Act 1979.
6.7. Subject to the provisions of clause 6.6 and 6.8:
6.7.1. the Supplier shall not be liable to the Client in any circumstances whether in contract, tort (including negligence), breach of statutory duty or otherwise on the part of the Supplier for any Excluded Loss arising under or in connection with the Contract; and
6.7.2. the entire liability of the Supplier arising under or in connection with the Contract whether in contact, tort (including negligence) breach of statutory duty or otherwise shall be limited to the lesser of:
220.127.116.11. the value of the Goods (calculated in accordance with clause 6.7.3) which are damaged, lost or mis-delivered; or
18.104.22.168. the cost of repairing any damage to the damaged Goods; or
22.214.171.124. in respect of Goods being packed by the Supplier or stored on its premises, a sum calculated at the rate of £100 per metric tonne on the gross weight of that part of the Goods in respect of which the claim arises; or
126.96.36.199. in respect of Goods being transported by the Supplier, a sum calculated at the rate of £1300 per metric tonne on the gross weight of that part of the Goods which are damaged, mis-delivered or lost.
6.7.3. For the purposes of clause 6.7.2, the value of any Goods shall be calculated by reference to their invoice value if they have been sold and otherwise the cost to the owner of replacing them at the time of:
188.8.131.52. for the purposes of clause 184.108.40.206, the commencement of the packing services or, if Goods are being stored without being packed by the Supplier, immediately prior to being put into storage; or
220.127.116.11. for the purposes of clause 18.104.22.168, the commencement of transportation.
6.8. The Client may request at least seven days in writing before the scheduled date for commencement of provision of the Specified Service that the Supplier should effect a policy of insurance over the Goods, and such request must specify the nature and maximum value of the Goods to be at risk. In the event that the Client shall make such a request, such insurance shall be at the expense of the Client and the Supplier and the Client shall seek to agree a revised limit upon the Supplier’s liability in respect of damage, loss, delay or mis-delivery of the Goods.
6.9. Except as set out in these Terms, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
7.1. Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Client if:
7.1.1. the Client commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing of the breach; Document: D03-003-01 Rev 01
7.1.2. the Client suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
7.1.3. the Client commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of the Client with one or more other companies or the solvent reconstruction of the Client;
7.1.4. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Client other than for the sole purpose of a scheme for a solvent amalgamation of the Client with one or more other companies or the solvent reconstruction of the Client;
7.1.5. a creditor or encumbrancer of the Client attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
7.1.6. an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Client;
7.1.7. a floating charge holder over the assets of the Client has become entitled to appoint or has appointed an administrative receiver;
7.1.8. a person becomes entitled to appoint a receiver over the assets of the Client or a receiver is appointed over the assets of the Client;
7.1.9. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in 7.1.2 to 7.1.8 (inclusive); or
7.1.10. the Client suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business.
7.2. Without limiting its other rights or remedies, the Supplier shall have the right to suspend all further provision of the Specified Services under the Contract or any other contract between the Client and the Supplier if the Client becomes subject to any of the events listed in clause 7.1.2 to 7.1.9 inclusive, or the Supplier reasonably believes that the Client is about to become subject to any of them and if the Specified Services have been completed but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
8.1. Force majeure:
8.1.1. The Supplier shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event. 8.1.2. If the Force Majeure Event prevents the Supplier from supplying any of the Goods for more than 5 weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate the Contract immediately by giving written notice to the Client.
8.2. A notice required or permitted to be given by either party to the other under these Terms shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
8.3. No waiver by the Supplier of any breach of the Contract by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.
8.4. If any provision of the Contract is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected.
8.5. A person who is not a party to this Agreement has no right under the Contracts (Right of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
8.6. The Client shall not be entitled to assign or otherwise transfer the Contract or any of its rights or obligations thereunder without the prior consent in writing of the Supplier.
9. Governing law and jurisdiction
This Agreement shall be governed by and construed in all respects in accordance with the law of England and Wales, and the parties agree to submit to the non-exclusive jurisdiction of the English courts.