TERMS & CONDITIONS OF CONTRACT WAREHOUSE
MSL (UK) LTD (“the Company”) undertakes all services subject solely to the following Conditions which can be varied only in writing by a Director, Company Secretary, or Partner of the Company. If a Customer's acceptance document, purchase order, or other documentation, received by the Company before or after notification of these Conditions, contains terms or conditions additional to, or at variance with these Conditions, then every additional or varying term or condition shall be of no effect.
IMPORTANT NOTE THE CUSTOMER'S ATTENTION IS DRAWN SPECIFICALLY TO CONDITION 3.
Condition 3 has been included herein solely to relieve the owner of the goods (including any associated packing and equipment) the subject of this contract ("the Goods"), or the owner's agent, of the additional costs that the company would need to include to recover insurance charges, were its liability not limited as provided for in Condition 3. Condition 3(v)(b) will become operative at the option of the Customer on the terms provided therein. WARRANTY OF AGENCY 1. The Customer warrants that it is either the owner of the Goods or is authorized by such owner to accept these Conditions on the owner's behalf.
CUSTOMER'S UNDERTAKING
2. (i) The Customer undertakes that:-
(a) When presented for warehousing, the Goods shall be securely and properly packed in compliance with any statutory regulations or official or recognised standards and in such condition as not to cause damage or injury or the likelihood of damage or injury to the property of the Company or to any other goods, whether by spreading of damp, infestation, leakage or the escape of fumes or substances or otherwise howsoever.
(b) Before presentation of the Goods for warehousing, the Customer will inform the Company in writing of any special precautions necessitated by the nature, weight, or condition of the Goods and of any statutory duties specific to the Goods with which the Company may need to comply.
(c) It will reimburse all duties and taxes that the Company may be required to pay in respect of the Goods even where the Company's liability to pay the same arises in respect of Goods which have been lost or damaged by reason of the neglect or wilful act or default of the Company its employees or sub-contractors.
(d) Unless prior to acceptance of the Goods by the Company, the Company receives written notice containing all appropriate information, none of the Goods constitute "Waste" as defined in the Environmental Protection Act 1990.
(e) Unless prior to acceptance of the Goods by the Company, the Company receives written notice containing all appropriate information, none of the Goods are or contain substances the storage of which would require the obtaining of any consent or licence or which, if they escaped from their packaging, would or may cause pollution of the environment or harm to human health.
(f) it will be liable for any breach of HM Customs & Excise Regulations relating to goods warehoused and undertakes to indemnify and keep indemnified the Company against all actions, proceedings, costs, claims, and demands arising out of any further breach, non-observance or non-performance of the same.
2. (ii) Notwithstanding any notice under Condition 3(v), if there is a breach of contract by the Customer, the Customer will indemnify the Company against all loss or damage it suffers which is related to the breach, and will pay all costs and expenses (including professional fees) incurred in, and the Company's reasonable charges for, dealing with the breach and its consequences. The Customer will pay an extra storage charge equal to the amount of any fine or penalty payable by the Company wholly or partly as a result of a breach by the Customer of this contract. If the Company suspects a breach of a warranty in Condition 1 or of any undertaking in Condition 2(i), it may demand the immediate removal of any goods held for the Customer, or arrange their removal without notice, at the Customer's expense.
COMPANY'S LIABILITY FOR GOODS AND OTHER LOSSES
3. (i) Except as provided in Condition 3(iii) below, the Company does not insure the Goods and the Customer shall make arrangements to cover the Goods against all risks to the full insurable value thereof (including all duties and taxes).
3. (ii) Subject only to sub-clause 3 (iii) below the Company excludes all liability whatsoever and howsoever arising in respect of the Goods including (without limitation) all liability for loss, damage, duties and taxes, deterioration, delay, non-delivery, misdelivery, unauthorized delivery or non-compliance with instructions ("Loss").
3. (iii) If and to the extent that Loss is directly caused by neglect or willful act or default of the Company, its employees (acting in furtherance of their duties as employees) or sub-contractors (acting in furtherance of their duties as sub-contractors) and subject to sub-clause 3(iv) below, the Company will accept liability for loss up to the Limit fixed by sub-clause 3(v) below.
3. (iv) In no case whatsoever (including without limitation a case within sub-clause 3(iii) above) shall the Company be liable for any loss of profit or indirect or consequential loss of any kind.
3. (v) In no case whatsoever (including inter alia a case within sub-clause 3(iii) above), shall any liability of the Company (including inter alia any liability in respect of duties and taxes) exceed a limit per tonne weight of that part of the Goods in respect of which a claim arises ("the Limit") fixed as follows.
(a) If a higher Limit has not been implemented under
(b) below the Limit shall be a total of £100 per tonne.
(c) The Customer may require an increase in the per tonne limit under (a) by notice in writing to be received by the Company at least 7 days before the date ("the Date") on which the increased Limit is required to be operative. The notice shall state the increased Limit and the nature and maximum value of the Goods, including duty and taxes. The increased Limit shall apply in respect of any cause of action arising after the Date. The Company shall accept such increase subject to payment by the Customer within 7 days of invoice of the Company's costs in insuring against its increased liability under the increased Limit.
3. (vi) Without prejudice to the Company's rights under clause 6 to be paid free from deductions, any limitation of liability on the part of the Company shall be applied before any set-off or counterclaim by the Customer is made against money due to the Company.
3. (vii) (a) The Company shall not be liable for any Claim unless it has received written notice of the Claim from the Customer within 21 days (7 days in the case of sub-contract carriage) of the cause of the Claim coming to the Customer's knowledge or of the Goods being delivered by the Company to or to the use of the Customer, whichever is the later.
(b) No legal proceedings may be brought against the Company unless they are issued and served, and no counterclaim may be raised unless full written details are received by the Company, within 9 months of the event giving rise to the Claim.
3. (viii) The Company shall not be liable hereunder for any loss or damage to the extent that the same is caused or contributed to by a breach of any of the Customer's warranties and undertakings (or by any of the circumstances by virtue of which the Company is relieved of its contractual obligations in accordance with Condition 8).
EMPLOYEES AND SUB-CONTRACTORS
4. (i) The Customer and the Owner of the Goods will not take any proceedings against any employee or sub-contractor of the Company for a Claim.
4. (ii) Without prejudice to Condition 4(i), if an employee or sub-contractor pays or is liable to make a payment to the Customer or Owner of the Goods in connection with a Claim, the Customer and the Owner of the Goods will each fully indemnify the Company against any claim (including all costs and expenses) by the employee or sub-contractor against the Company for reimbursement of or indemnity against that payment to the extent that it exceeds £100 per tonne weight of that part of the Goods the subject of a Claim or any higher figure agreed under Condition 3(v).
4 (iii) In any of the circumstances referred to in Condition 4(iv) hereof, and otherwise with the written consent of the Customer, the Company shall be entitled to sub-contract all or any part of its business and in this event, these Conditions shall apply to such services. The Company shall be entitled to sub-contract with others for the security, cleaning, maintenance, repair and other services and works at the premises where the Goods are located.
4. (iv) The circumstances referred to in Condition 4(iii) hereof are actual or anticipated storm, flood, fire, explosion, breakdown or failure of plant and/or machinery, riot, civil disturbance, industrial dispute, labour disturbance, a requirement of a responsible Authority or any emergency reasonably requiring such action by the Company.
CHANGE OF CUSTOMER
5. The Customer may give written authority for the Goods or any part thereof to be transferred by the Company to the account of another party but subject to the Customer ensuring before the effective date of the transfer that such other party notifies the Company in writing that it is to become the Customer and is to be bound by these Conditions and by any notice given under Condition 3(v). Further, the Customer agrees to continue to pay the Company's charges until receipt by the Company of the other party's written notification.
CHARGES, PAYMENTS, LIEN & AGREED RATES
6. The Company’s payment Terms are strictly 14 days from the date of the Invoice. Goods may be placed on hold if invoices exceed 14 days. The Company's charges, which may be increased from time to time by at least 21 day's prior notice to the Customer, shall be payable free of any deductions at such periodic intervals as may have been agreed between the parties and in any event on the earlier of
(a) the expiry of any agreed period of credit and
(b) the time immediately before the removal of the Goods from the Company's custody or control. Interest on amounts due and unpaid shall be payable from the date when payment of such amounts fell due and shall be calculated at the rate of 2 percent for each calendar month during all or part of which a payment is overdue. Further, the Company shall have on the Goods a particular lien, as well as a general lien entitling it to retain the Goods as security for payment of all sums due from the Customer on any account (relating to the Goods or not). Storage charges shall continue to accrue on any Goods detained under lien.
TERMINATION
7. (i) The Goods shall be removed by the Customer from the custody or control of the Company at such date as may have been agreed between the parties. In the absence of such agreement, and otherwise, where reasonably necessary, the Company may at any time by notice in writing to the Customer require the removal of the Goods within 28 days from the date of such notice or, in the case of perishable goods, within 3 days.
7. (ii) In the event of failure by the Customer to pay any amount due to the Company or to remove any of the Goods from the custody or control of the Company (notice in accordance with Condition 7(1) having been given) at the due time, the Company may, without prejudice to its other rights and remedies against the Customer, give notice in writing to the Customer of the Company's intention to sell or otherwise dispose of the Goods at the Customer's entire risk and expense if such amount is not paid and/or such Goods are not removed within 28 days, or in the case of perishable goods within 3 days from the date of such notice. On the expiry of such period, if such payment has not been made and/or the Goods have not been so removed the Company shall be entitled to sell or otherwise dispose of all or any part of the Goods at the Customer's entire risk and expense by the best method reasonably available, and the proceeds of any sale or disposal shall be remitted to the Customer after deduction therefrom of all expenses and all amounts due to the Company from the Customer on any account.
7. (iii) In the case of perishable goods, notice under Condition 7(ii) may be combined with a notice under Condition 7(i).
FRUSTRATION OF CONTRACT
8. The Company shall be relieved of its contractual obligations to the extent that its performance is prevented by, or their non-performance results wholly or partly, directly or indirectly from the act, neglect, or default of the Customer, including any breach by the Customer of these conditions, or by storm, fire, flood, explosion, breakdown or failure of plant and/or machinery, riot, civil disturbance, industrial dispute, labour disturbance or cause beyond the reasonable control of the Company.
GENERAL
9. (i) Each exclusion or limitation in these Conditions exists separately and cumulatively.
9. (ii) When reasonably necessary and at the discretion of the Company the Goods may be carried, stored, or handled with other compatible goods or transferred between stores.
9. (iii) Any notice or statement of an account given by the Company to the Customer shall be duly given if left at or sent by first class post to the last known address of the Customer or by facsimile to the last notified number and such notice or account shall if posted be deemed to have been given 2 working days after posting and, if by facsimile, the next working day.
GOVERNING LAW
10. All contracts between the Company and the Customer shall be governed in all respects by the law of England (unless the goods are stored in Scotland in which case Scottish Law applies) and the Customer hereby submits to the exclusive jurisdiction of the English (or Scottish if appropriate) courts.
OTHER CONDITIONS OF BUSINESS
11. If the business undertaken comprises or includes any of the following activities, then these Conditions shall still apply to the activity except to the extent that they are inconsistent with the Company's own standard terms (if any) for such activity in which case those standard terms shall apply.
(a) Carriage of goods over public roads (other than in connection with the loading or unloading of the Goods and the transfer of the Goods as referred to in Condition 9(ii)).
(b) Vehicle repair and maintenance.
(c) Freight Forwarding.
12. LIABILITY OF CARRIERS
12.1 MSL will not be held responsible for any damage, loss, or misplacement of items during transit. The responsibility for the safe transit of goods lies with the carriers and is subject to their terms and conditions.
13. LIABILITY OF ERRORS
13.1 MSL will strive to provide a 99% accuracy rate in fulfilment services. However, a 1% error rate may be expected due to human errors on a yearly percentage basis. MSL will make reasonable efforts to rectify any errors promptly.
14. INSURANCE
14.1 It is the Customer’s responsibility to ensure that their goods are adequately insured during transit and storage. In the event the Customer does not insure their goods, MSL reserves the right to insure the goods on the Customer’s behalf and charge the Administration fee which will be 15% on top of the insurance premium.
16. CUSTOMER VISITING
16.1 If the Customer wishes to visit MSL’s warehouse, they must schedule an appointment in advance. It is the Customer’s responsibility to wear a vest and safety shoes while visiting the MSL warehouse. MSL reserves the right to refuse access to the warehouse for those not adhering to safety regulations.
17. GOODS BOOKING AND INVENTORY RECORD
17.1 Customers must coordinate with MSL’s operations team and book their goods before bringing them to our warehouse. Failure to book goods in advance may result in MSL refusing to accept the goods, and MSL will not be held responsible for any transportation issues or costs incurred by the customer.
17.2: MSL UK LTD cannot be held responsible for the accuracy of inventory unless the customer has agreed to pay for the inventory service. In such cases, MSL will count the items and record them accordingly. Otherwise, MSL will rely on the face value of the packing list, and if any items are missing or not properly recorded, MSL cannot be held responsible.
17.3: For a 100% accurate inventory record, the customer is required to perform stocktakes and cover the associated charges.
17.4: When removing items from storage, it is the customer's responsibility to count the items and ensure accuracy. MSL will create an inventory list and dispatch the items accordingly. If any discrepancies arise during the receipt of the items, MSL will not be held responsible. Customers are encouraged to finalise pallets by visiting MSL and verifying the list before items are dispatched.
17.5: Once items have left MSL's premises and are in transit or under the custody of the customer or their designated carrier, MSL shall bear no further responsibility for the items. Any loss, damage, or discrepancies occurring after the items have left the premises are the sole responsibility of the customer or their chosen carrier.
18. NOTICES
18.1. All notices or other communications intended for a party in relation to this agreement shall be in written form and adhere to the following requirements:
(a) Hand-delivered or sent via prepaid first-class post or comparable next-working-day delivery service to the registered office (in the case of a company) or the principal place of business;
(b) Sent electronically to the designated email address.
18.2 Any notice or communication shall be deemed as received:
(a) If delivered by hand, at the moment the notice is left at the correct address;
(b) If sent by prepaid first-class post or a comparable next working day delivery service, at 9:00 am on the second business day following the posting;
(c) If sent by email, at the time of transmission. However, if the transmission occurs outside of business hours at the recipient's location, the notice shall be deemed received when business hours resume. For the purpose of this clause, "business hours" refers to the period from 9:00 a.m. to 5:00 p.m., and "business days" refers to Monday through Friday, excluding public holidays at the recipient's location.
19. DISCLOSURE The Customer reserves the right to terminate the contract finding any misconduct by MSL UK LTD. Likewise, we reserve the right to terminate the contract arising from any misconduct or non-compliance including payment issues.
I have read, understand, and agree to abide by the terms and conditions above.
