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terms & conditions

WARRANT GROUP LIMITED STANDARD TERMS AND CONDITIONS

1. DEFINITIONS AND INTERPRETATION:

1.1. In these conditions the following words shall have the following meanings:

  • ‘Applicable Terms’ means any or all of the following, which shall apply as set out in clause 2: the BIFA Conditions, the RHA Haulage Conditions, the ICS Conditions, the RHA Storage Conditions, the Third Party Terms, the HAWB Conditions, and/or any express terms agreed in writing between Warrant and the Customer pursuant to clause 2.3.7.
  • ‘BIFA Conditions’ mean the latest version of the British International Freight Association Standard Trading Conditions, a copy of which is available on request;
  • ‘Charges’ means the charges payable by the Customer for the supply of the Services; ‘Conditions’ means these standard terms and conditions as amended from time to time;
  • ‘Contract’ means the contract between the Customer and Warrant for the supply of Services in accordance with these Conditions, and shall include these Conditions, the Credit Terms and the Applicable Terms in accordance with clause 2;
  • ‘Credit Terms’ mean Warrant’s Customer Credit Terms, a copy of which is available on request;
  • ‘Customer’ means any Person at whose request or on whose behalf Warrant undertakes any business or provides advice, information or services and includes its subsidiary and affiliated companies where applicable;
  • ‘Force Majeure Event’ means an event or any other circumstances beyond the reasonable control of Warrant including but not limited to strikes, lock-outs or other industrial disputes or actions or trade union disputes of whatsoever nature (whether involving the workforce of Warrant or any other party), failure of a utility service or transport network, act of God, natural or other disaster including epidemics and pandemics, war, hostilities, invasion, enemy acts, riot, civil commotion, disorder, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, explosion, fire, flood, storm, adverse weather, or default of suppliers or subcontractors;
  • ‘HAWB Conditions’ means the terms and conditions of Warrant’s house air waybill, where applicable;
  • ‘ICS Conditions’ mean the latest version of the Institute of Chartered Shipbrokers standard trading conditions, a copy of which is available on request;
  • ‘Order’ means the Customer’s order for Services as set out in any quotation provided by Warrant;
  • ‘Person’ means any natural person(s), legal entity or any body or bodies corporate;
  • ‘SDR’ means Special Drawing Rights;
  • ‘Services’ means the services provided by Warrant to the Customer, whether or not for reward, whether same be by way of charge, fee, commission or remuneration of any other kind;
  • ‘RHA Haulage Conditions’ mean the latest version of the Road Haulage Association Limited Conditions of Carriage, a copy of which is available on request;
  • ‘RHA Storage Conditions’ mean the latest version of the Road Haulage Association Limited Conditions of Storage, a copy of which is available on request;
  • ‘Third Party Terms’ mean the applicable terms and conditions of any third party engaged by Warrant to provide the Services to the Customer, including but not limited to courier and postal services, a copy of which is available on request; and
  • ‘Warrant’ means Warrant Group Limited, a company registered in England and Wales under company number 01941659, having its registered office at 157 Regent Road, Liverpool L5 9TF, along with its subsidiary and affiliated companies.

1.2. Words importing the singular shall include the plural and vice versa, words importing the masculine shall include the feminine and neuter and vice versa and words importing persons shall incorporate bodies corporate, unincorporated associations and partnerships.

1.3. All headings are indicative and do not form part of these conditions.

1.4. “Writing/written” shall include email but not fax.

2. BASIS OF CONTRACT AND APPLICABLE TERMS:

2.1. Any quotation provided by Warrant shall not constitute an offer, and is only valid for the period stated therein.

2.2. The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions and shall only be deemed to be accepted when Warrant either issues written acceptance of the Order or takes steps to fulfil its obligations under the Contract (whichever occurs first), at which point and on which date the Contract shall come into existence.

2.3. All Services are provided to the Customer by Warrant subject to the Conditions, the Credit Terms (where applicable), and the Applicable Terms, as follows:
2.3.1. the BIFA Conditions for all freight forwarding related services (including customs clearance services and any other services to which clauses 2.3.2 to 2.3.7 inclusive do not apply), which Warrant shall provide as freight forwarding agent only; and/or
2.3.2. the RHA Haulage Conditions for all road haulage related business; and/or
2.3.3. the ICS Conditions for all ship’s agency related business; and/or
2.3.4. the RHA Storage Conditions for all warehousing related business; and/or
2.3.5. the Third Party Terms for all goods handled by such third parties nominated by Warrant (save where Warrant is contracting as agent only pursuant to clause 2.3.1, and without prejudice to their ability and right to do so); and/or
2.3.6. where a HAWB is issued, the HAWB Conditions and/or any applicable international convention for the carriage of goods by air (and for the avoidance of doubt, where no HAWB is issued, clause 2.3.1 shall apply); and/or
2.3.7. such other terms as specifically approved by, agreed in writing between, and signed by Warrant and the Customer.

2.4. The Contract, hereby incorporating these Conditions, the Credit Terms, and the Applicable Terms, constitutes the entire agreement between the parties and applies to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Warrant which is not set out in the Contract.

2.5. The Conditions and the Credit Terms (where applicable) are intended to supplement the Applicable Terms, so that Warrant may have the benefit of all rights, remedies and defences which are available to it under the Applicable Terms, the Credit Terms (where applicable), these Conditions, and/or as may be granted by law. All such rights, remedies and defences are intended to be cumulative, in addition to, without prejudice to, and not exclusive of each other. Without prejudice to the generality of the foregoing, in the event of any conflict between any of these items, it is agreed that
2.5.1. where more than one set of Applicable Terms apply, Warrant shall be entitled to rely on the lowest applicable limit of liability and/or the fullest exclusion of liability available, as may be applicable; and
2.5.2. in the event of a conflict between the Conditions, the Credit Terms and the Applicable Terms which cannot be resolved in accordance with the provisions of clause 2.5 (including 2.5.1), the following order of precedence shall apply: i) the Conditions; ii) the Credit Terms; iii) the Applicable Terms.

3. CUSTOMER’S OBLIGATIONS:

In accordance with the Customer’s obligations under the Applicable Terms, if Warrant’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (‘Customer Default’):

3.1.1. Warrant shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays Warrant’s performance of any of its obligations;
3.1.2. Warrant shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Warrant’s failure or delay to perform any of its obligations as set out in the Contract (where such failure or delay arises directly or indirectly from the Customer Default); and
3.1.3. the Customer shall reimburse Warrant on written demand for any costs or losses sustained or incurred by Warrant arising directly or indirectly from the Customer Default.

4. CHARGES AND PAYMENT:

4.1. The Charges are as agreed and set out in writing by Warrant.
4.2. Unless otherwise agreed in writing by Warrant, the payment terms are as set out in the Credit Terms.

5. CONFIDENTIALITY:

5.1. The Customer, its employees, agents or subcontractors shall keep in strict confidence all technical or commercial know-how, specifications, systems, processes or initiatives which are of a confidential nature and have been disclosed to it by, or otherwise obtained from Warrant, its employees, agents, assigns or subcontractors, and any other confidential information concerning Warrant’s business or its products or services which the Customer may obtain.
5.2. The Customer shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging its obligations under the Contract, and shall ensure that they are subject to obligations of confidentiality corresponding to those which bind the Customer.
5.3. This clause 5 shall survive termination of the Contract.

6. LIMITATION OF LIABILITY:

6.1. Whilst nothing in these Conditions shall limit or exclude Warrant’s liability for death or personal injury caused by its negligence (or the negligence of its employees, agents or subcontractors), fraud or fraudulent misrepresentation or breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982, unless otherwise stated
6.1.1. Warrant shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
6.1.2. Warrant’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 75,000 SDR.
6.2. Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
6.3. This clause 6 shall survive termination of the Contract.

7. GENERAL:

7.1. Force Majeure: Warrant shall not be deemed to be in breach of this Contract or liable to the Customer whatsoever as a result of any delay, deviation, non-performance or part-performance or failure to perform of the Services or of its obligations under this Contract as a result of a Force Majeure Event. If the Force Majeure Event prevents Warrant from providing any of the Services for a period determined by Warrant at its sole discretion, Warrant shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
7.2. Assignment and subcontracting: Warrant may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent. The Customer shall not, without the prior written consent of Warrant, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
7.3. Severance: If a court or any other competent authority finds that any provision (or part of any provision) of the Contract is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
7.4. Third Parties: A Person who is not a party to the Contract shall not have any rights under or in connection with it.
7.5. Variation: Any variation, including any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by Warrant.

8. GOVERNING LAW AND JURISDICTION:

8.11 The Contract, and any dispute or claim 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, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
8.2. For the avoidance of doubt, clause 8.1 shall prevail over any equivalent provisions in the Additional Terms