Terms and Conditions

1. Interpretation

The following definitions and rules of interpretation apply in these Conditions.

1. Definitions:
2. Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
3. Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 5.
4. Commencement Date: has the meaning given in clause 2.2.
5. Conditions: these terms and conditions as amended from time to time in accordance with clause 10.5.
6. Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.
7. Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
8. Customer: the person or business who purchases Services from the Supplier.
9. Customer Default: has the meaning set out in clause 4.2.
10. Customer’s Goods: all items to be carried by the Supplier at the request of the Customer. 
11. Order: the Customer's order for Services as set out in the Customer's purchase order form or the Customer's written acceptance of a quotation by the Supplier, as the case may be. 
12. Services: the carriage of the Customer’s Goods by the Supplier for the Customer as set out in the Specification.
13. Specification: the description or specification of the Services provided in writing by the Supplier to the Customer.
14. Supplier: Antiques Within Limited registered in England and Wales with company number 03005116 trading as AWL Packing Shipping and Storage.
15. Interpretation:
16. Unless expressly provided otherwise in this Contract, a reference to legislation or a legislative provision:
17. is a reference to it as amended, extended or re-enacted from time to time; and
18. shall include all subordinate legislation made from time to time.
19. Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
20. A reference to writing or written includes fax and email. 
21. Basis of contract
22. The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
23. The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date). 
24. Any descriptive matter or advertising issued by the Supplier are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force. 
25. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
26. Any quotation given by the Supplier shall not constitute an offer and is only valid for a period of 30 Business Days from its date of issue.
27. Supply of Services
28. The Supplier shall supply the Services to the Customer in accordance with the Specification in all material respects. 
29. The Supplier shall use all reasonable endeavours to meet any performance dates specified, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
30. The Supplier reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
31. The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill. 
32. Customer's obligations 
33. The Customer shall:
34. warrant that it is either the owner of the Customer’s Goods or is authorised by the owner to accept these Conditions on their behalf; and that they are similarly authorised by all those having a proprietary or possessory interest in the Customer’s Goods, to accept these Conditions on their behalf;
35. warrant that the Customer’s Goods do not and will not cause pollution of the environment or harm to human health or require any official consent or licence to handle, possess, deal with or carry;
36. ensure that the terms of the Order and any information it provides in the Specification are complete and accurate;
37. co-operate with the Supplier in all matters relating to the Services;
38. provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer's premises as reasonably required by the Supplier; 
39. provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; and
40. provide the Supplier with all relevant receipts for the Customer’s Goods which may be required by the Supplier to prepare any required paperwork for customs clearance. If the relevant receipts are not provided by the Customer, then the Supplier shall no responsibility to claim back any of the Customer’s Goods in the event that they are confiscated or held by customs. 
41. If the Supplier'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):
42. without limiting or affecting any other right or remedy available to it, the Supplier shall 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 in each case to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;
43. the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 4.2; and 
44. the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
45. Charges and payment
46. The Charges for the Services shall be as set out in the Order.
47. The Suppler may require a deposit to be paid upon confirmation of the Order. 
48. The Supplier reserves the right to increase the Charges if any additional services are required by the Customer which fall outside the scope of the Specification.
49. The Supplier shall invoice the Customer on completion of the Services.
50. The Customer shall pay each invoice submitted by the Supplier:
51. within 30 days of the date of the invoice or in accordance with any credit terms agreed by the Supplier and confirmed in writing to the Customer; and
52. in full and in cleared funds to a bank account nominated in writing by the Supplier.
53. If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.6 will accrue each day at 2% a year above the Bank of England's base rate from time to time, but at 2% a year for any period when that base rate is below 0%.
54. Cancellation 
55. If the Customer cancels the contract with the Supplier prior to the Services being provided, the Supplier shall be entitled to retain any deposit paid by the Customer in relation to the cancelled Services.
56. If the Supplier has already incurred any costs at the time of cancellation by the Customer, the Supplier shall be entitled to charge the Customer for any costs incurred in relation to the provision of the Services up to the date of cancellation. 
57. Loading and Unloading 
58. The Supplier shall generally be responsible for the loading and unloading of the Customer’s Goods, unless otherwise agreed between the parties. 
59. Where loading or unloading of the Customer’s Goods in carried out by the Customer, the Supplier shall not be liable for any damage to the Customer’s Goods arising during the loading and unloading.  
60. Packaging and labelling
61. The Customer shall clearly label all Customer’s Goods with tags or stickers. Items which have not been labelled or have been labelled incorrectly and subsequently are not delivered, will incur further delivery charges if another delivery is required for that item. 
62. The Customer may choose to package items themselves ahead of carriage, however the Supplier shall not be liable for any damage caused to items which have been packaged by the Customer. 
63. Limitation of liability: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
64. Except as otherwise provided in these Conditions, the liability of the Supplier in respect of claims for physical loss of, mis-delivery of or physical damage to the Customer’s Goods, howsoever arising, shall in all circumstances be limited to the lesser of:
65. the value of the Customer’s Goods actually lost or mis-delivered, such value to be evidenced by the Customer; or 
66. the cost of replacing the Customer’s Goods actually lost, mis-delivered and/or repairing any damage to the Customer’s Goods.  

Provided that:

1. the Customer provides evidence that any such damage was caused by an act or omission of the Supplier;
2. in the case of damage to any of the Customer’s Goods, the Supplier shall only be liable to pay for any repairs to restore the Customer’s Goods to the same condition as the goods were in prior to carriage by the Supplier and the Supplier shall not be liable for the cost of any other repairs carried out to the Customer’s Goods; and
3. the Supplier shall be entitled to proof of the cost of any repairs carried out.
4. Where the Supplier is instructed to carry any goods which have undergone repair work prior to the commencement of the provision of the Services (Previously Repaired Goods), the Supplier shall not be liable for any damage caused to such Previously Repaired Goods during the provision of the Services. 
5. Where the Customer’s Goods includes mirrors, if any mirrors do not have backing or support to prevent breakage, the Supplier shall not be liable for any damage to such mirrors. 
6. If the Supplier receives the Customer’s Goods from another transport provider, the Supplier shall not be liable for any loss or damage to such Customer’s Goods, except where the Customer’s Goods have been fully inspected after receipt from the other transport provider and prior to the Supplier taking control of the Customer’s Goods. Where any such inspection is to be undertaken by the Supplier, this is to be agreed between the parties in advance and additional charges may be incurred.
7. The liability of the Supplier in respect of claims for any other type of loss, liability or damage whatsoever and howsoever arising shall in connection with the provision of the Services shall not exceed the amount of the Supplier’s Charges or the amount of the claimant’s proved loss, whichever is the less. 
8. Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
9. death or personal injury caused by negligence;
10. fraud or fraudulent misrepresentation; and
11. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
12. Subject clause 9.6 (Liabilities which cannot legally be limited), this clause 9.7 sets out the types of loss that are wholly excluded: 
13. loss of profits;
14. loss of sales or business;
15. loss of agreements or contracts;
16. loss of anticipated savings;
17. loss of use or corruption of software, data or information.
18. loss of or damage to goodwill; and
19. indirect or consequential loss.
20. The Supplier has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
21. Any physical loss of, mis-delivery of or physical damage to the Customer’s Goods must be notified to the Supplier within 7 days of the date on which the goods were delivered. The notice must be in writing and must identify the event and the grounds for any claim in reasonable detail.
22. This clause 9 shall survive termination of the Contract.
23. General
24. Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. 
25. Assignment and other dealings.
26. The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
27. The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.
28. Confidentiality.
29. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 10.3(b).
30. Each party may disclose the other party's confidential information:
31. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 10.3; and
32. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
33. Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
34. Entire agreement.
35. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
36. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
37. Nothing in this clause shall limit or exclude any liability for fraud.
38. Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
39. Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
40. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract deleted under this clause 10.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
41. Notices.
42. Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case) or home address (if an individual); or sent by email to the address specified by that party from time to time.
43. Any notice or communication shall be deemed to have been received:
44. if delivered by hand, at the time the notice is left at the proper address;
45. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
46. if sent by email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 10.8(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
47. This clause 10.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
48. Third party rights. 
49. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
50. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
51. Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
52. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.