Terms and Conditions.

GRL Terms and Conditions

Terms and conditions for the provision of logistics and warehousing services by Global Reach Logistics Limited (a company registered in England and Wales with registered company number 12911431 and whose registered address is Global Reach Logistics Limited, Watling Park, Station Road, Watford, Daventry, NN6 7XY) (“Global Reach Logistics”)

  1. Services

  1. 1 The Client appoints Global Reach Logistics on a non-exclusive basis to provide the Client with logistics and warehousing services, in relation to packages provided to Global Reach Logistics by the Client, as set out in Appendix 1 (Services) of these terms and conditions.

  1. 2 Package or Packages means the packaging and/or the contents therein.

  1. Commencement and Term

2.1 These terms and conditions shall commence from the date of these terms and conditions for a term of five years (Initial Term) (subject to earlier determination in accordance with clause 9.1(d) and (e) and clause 13)

2.2 On the expiry of the Initial Term, these terms and conditions shall continue until such time as either party gives the other party not less than six calendar months’ notice in writing to terminate.

  1. Deposit

3.1 Within 7 days from the date of these terms and conditions, the Client shall provide Global Reach Logistics with a deposit.

3.2 In the event that any sum remains unpaid and payable to Global Reach Logistics by the Client, Global Reach Logistics shall be entitled to deduct a sum of monies up to or equal to the total amount of all [] sums due and payable to Global Reach Logistics by the Client from the Deposit.

3.3 After the termination of these terms and conditions by either party in circumstances where there are no sums [] owed to Global Reach Logistics by the Client, Global Reach Logistics shall return the remainder of any Deposit to the Client to the bank account designated by the Client to Global Reach Logistics in writing.

  1. Fees

4.1 In providing the Services, Global Reach Logistics shall charge the Client fees at the rates set out in Appendix 2 (Fees) and which are stated in GBP.

4.2 Global Reach Logistics reserves the right to amend and update the Fees from time to time upon giving not less than two months’ notice to the Client.

4.3  All customs, duties, taxes, costs and other charges incurred by Global Reach Logistics relating to the provision of the Services (Disbursements) will be payable by the Client.

  1. Invoicing and payments for Disbursements

5.1 Before the 5th day of the current Month, Global Reach Logistics shall provide the Client with an invoice of all Disbursements incurred by Global Reach Logistics in the provision of the Services for the previous month (Disbursement Invoice).

5.2 All Disbursements shall be subject to VAT and any other similar taxes which may be applicable.

5.3 Upon receipt of a Disbursement Invoice, the Client shall pay all sums due under that invoice to Global Reach Logistics within 7 days in cleared funds in full by electronic transfer to the bank account designated by Global Reach Logistics to the Client in writing from time to time.

  1. Invoicing and payments for Fees

6.1 With regard to Fees:

(a) before the 5th day of the current Month, Global Reach Logistics shall provide the Client with a summary of all Fees payable by the Client to Global Reach Logistics for the previous Month (Fees Summary);

(b)  if within the period of [15] days following the date on which a Fees Summary is sent by Global Reach Logistics to the Client:

(i)  the Client agrees that Fees Summary or the Client does not dispute in good faith, any part of that Fees Summary, Global Reach Logistics shall provide an invoice to the Client for those Fees and within 14 days of the date of that invoice, the Client shall pay all sums due under that invoice to Global Reach Logistics in cleared funds in full by electronic transfer to the bank account designated by Global Reach Logistics to the Client in writing from time to time;

(ii) the Client disputes in good faith any part of that Fees Summary by providing notice to Global Reach Logistics setting out which Fees it disputes and details of the dispute:

(A)  Global Reach Logistics shall provide an invoice to the Client for the undisputed Fees and within 14 days of receipt of that invoice, the Client shall pay all sums due under that invoice to Global Reach Logistics in cleared funds in full by electronic transfer to the bank account designated by Global Reach Logistics to the Client in writing from time to time;

(B) the parties shall within a period of [7] days from the date of that notice use their best endeavours to resolve the areas of dispute in good faith and once there are no areas of dispute, Global Reach Logistics shall provide an invoice to the Client for those Fees and within 14 days of receipt of that invoice, the Client shall pay all sums due under that invoice to Global Reach Logistics in cleared funds in full by electronic transfer to the bank account designated by Global Reach Logistics to the Client in writing from time to time.

6.2  All Fees shall be subject to VAT and any other similar taxes which may be applicable.

  1. Client’s rights

7.1 The Client has the right:

(a) to cancel any shipment/delivery before that shipment/delivery has been received by Global Reach Logistics, however, the Client shall remain liable for any Fees due to and Disbursements incurred by Global Reach Logistics prior to the date of cancellation; and

(b) to amend any shipment/delivery before that shipment/delivery has been received by Global Reach Logistics, however, if any additional costs are incurred by Global Reach Logistics as a result of such an amendment, the Client shall be liable for those additional costs.

 

  1. Client’s obligations

8.1 The Client shall:

(a) pay all sums to Global Reach Logistics in accordance with these terms and conditions;

(b) clear Customs and pay all Import Duty, VAT and any Tax incurred for ALL shipments/deliveries of packages before arrival at a Global Reach Logistics Warehouse;

(c) maintain and keep all import documentation for every single shipment of packages imported to the UK in order to submit to HMRC when requested;

(d) co-operate with Global Reach Logistics in relation to compliance with the Fulfilment House Due Diligence Scheme;

(e) before delivering packages to Global Reach Logistics, provide Global Reach Logistics with a copy of the related customs declaration(s), and any supporting documentation requested by Global Reach Logistics, which confirms:

(A) the description of the package(s);

(B) the value and quantity of the package(s); and

(C) the weight of the package(s);

(f) ensure that all packages provided to Global Reach Logistics meet any and all applicable transportation safety regulations and other transport requirements, and shall not be or contain dangerous, corrosive, contaminated, banned, illegal or embargoed contents including but not limited to: counterfeit goods; currency; precious metals, precious stones, precious minerals; weapons (including guns, firearms, knives and other sharp instruments); explosives; human remains; ivory; narcotics; items which contravene product safety regulations and any other items which may be illicit or illegal in nature.

8.2  The Client shall indemnify Global Reach Logistics against all liabilities, costs, expenses, damages and losses including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses suffered or incurred by Global Reach Logistics arising out of or in connection with the negligence, breach of contract, breach of statutory duty or other default including without limitation the following:

(a) the Client’s failure to comply with any of its obligations in clause 8.1;

(b) the Client does not comply with any applicable laws or regulations;

(c) the Client does not obtain all necessary permissions or consents;

(d) the Client does not provide any necessary information required for the performance of the Services;

(e) packages delivered to Global Reach Logistics with intact packaging but with defective, broken, or missing contents;

(f) the Client conceals or otherwise misleads Global Reach Logistics with regard to the description, weight or other details of a package;

(g) there is loss of life or destruction to Global Reach Logistics or a third party due to defects in the packaging and/or contents of a package that is wholly or substantially attributable to the Client.

  1. Global Reach Logistics’s rights

9.1 Without affecting any other rights and remedies to which Global Reach Logistics may be entitled:

(a) Global Reach Logistics shall be permitted to perform such acts as may be required in Global Reach Logistics’s sole determination (acting reasonably) for the purpose of providing the Services;

(b) in the event that the Client fails to pay any amount due to Global Reach Logistics on the due date for payment, Global Reach Logistics may charge interest on all unpaid sums at a rate of 10% per annum;

(c) in the event that the Client fails to pay any amount due to Global Reach Logistics on the due date for payment, Global Reach Logistics may suspend the provision of any further Services;

(d) in the event that the Client fails to pay any amount due to Global Reach Logistics on the due date for payment and remains in default for more than 30 days, upon giving notice to the Client, Global Reach Logistics may terminate these terms and conditions in accordance with the terms of these terms and conditions;

(e) in the event that the Client fails to pay any amount due to Global Reach Logistics on the due date for payment and remains in default for more than 30 days, upon giving notice to the Client, Global Reach Logistics may terminate any orders under these terms and conditions;

(f) Global Reach Logistics may open and inspect any package at any time without notice for safety, security, customs, legal, regulatory or any other reasonable reasons;

(g) in the event that the ultimate buyer is unavailable or rejects delivery of a package, the Client shall bear all associated warehousing, custody fees and return costs until the package is re-delivered to the ultimate buyer, disposed of or returned to the Client.

  1. Global Reach Logistics’s obligations

10.1 In providing the Services, Global Reach Logistics shall:

(a) use reasonable endeavours to provide the Services in a timely manner, however, any delivery times are an estimate only and Global Reach Logistics shall not be responsible for any delays howsoever caused; and

(b) comply with all laws and regulations relating to the Services under these terms and conditions.

  1. Risk and Title

11.1 Subject to any limitation of liability:

(a) upon delivery of packages to Global Reach Logistics by the Client, the risk in that package shall pass to Global Reach Logistics on the point of that delivery;

(b) upon delivery of the package to the ultimate buyer, the risk in the package shall pass to the ultimate buyer.

11.2 The title to the packages shall remain at all times the property of the Client but in the event that there is a breach of clause 8.1 or the package is not deliverable, Global Reach Logistics shall have the right to dispose of the package.

  1. limitation of liability

12.1 Any and all claims by the Client relating to any Services and/or any packages must be received by Global Reach Logistics in writing within the earlier of:

(a) 30 days from the date on which the package was delivered to the ultimate buyer; or

(b) 60 days from the date on which the package was delivered to Global Reach Logistics by the Client.

12.2 The Client acknowledges that in the event that a package is lost, damaged, destroyed or delivered late, Global Reach Logistics’s maximum liability to the Client in respect of that package shall be the higher of:

(a) 1.5% of the stated value of the package.

12.3 Nothing in these terms and conditions shall limit or exclude Global Reach Logistics’s liability for:

(a) death or personal injury caused by its negligence;

(b) fraud or fraudulent misrepresentation.

12.4 Subject to clause 12.3, Global Reach Logistics shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these terms and conditions for:

(a) any damage to packages as a result of fair wear and tear in the provision of Services;

(b) any damage to packages that existed prior to the Client delivering the packages to Global Reach Logistics;

(c) any failure to provide the Service resulting from any failure by the Client to comply with any of its obligations under these terms and conditions or any applicable laws and regulations;

(d) loss of profits;

(e) loss of sales or business;

(f) loss of agreements or contracts;

(g) loss of anticipated savings;

(h) loss of or damage to goodwill;

(I) loss of use or corruption of software, data or information; and

(j) any indirect or consequential loss.

 

12.5 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 these terms and conditions.

  1. Termination

13.1 Without affecting any other right or remedy available to it, either party may terminate this contract with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any term of these terms and conditions which breach is irremediable or, if such breach is remediable, fails to remedy that breach within a period of 14 days after being notified in writing to do so;

(b) the other party repeatedly breaches any of the terms of these terms and conditions in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of these terms and conditions;

(c) the other party 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 (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

(d) the other party 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 any of its creditors;

(e) 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 that other party (being a company);

(f) 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 other party (being a company);

(g) the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;

(h) a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;

(i) a creditor or encumbrancer of the other party 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 the other party's assets and such attachment or process is not discharged within 14 days;

(j) 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 clause 13.1(c) to clause 13.1(i) (inclusive); or

(k) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

13.2 For the purposes of clause 13.1(a)material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the terminating party would otherwise derive from a substantial portion of these terms and conditions over any twelve-month period during the term of this contract. In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.

13.3 Without affecting any other right or remedy available to it, Global Reach Logistics may terminate this contract with immediate effect by giving written notice to the Client:

(a) further to the provisions of clause 9.1(d); or

(b) if there is a change of control of the Client.

  1. Consequences of termination

14.1 On termination or expiry of this contract:

(a) the Client shall immediately pay to Global Reach Logistics all of Global Reach Logistics’s outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, Global Reach Logistics may submit an invoice, which shall be payable immediately on receipt;

(b) where there are any undelivered packages and provided that there are no unpaid sums due to Global Reach Logistics, Global Reach Logistics shall deliver those packages in accordance with these terms and conditions and will provide the Client with an invoice for all Disbursements and an invoice for all Fees payable in relation to those packages ;

(c) the following clauses shall continue in force: clause 4, clause 5, clause 6, clause 8, clause 9, clause 10, clause 11, clause 12, clause 14, clause 16, clause 17, clause 18, clause 12, clause 14, clause 18, clause 19, clause 20.5, clause 20.6, clause 21 and clause 22.

14.2 Termination or expiry of this contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of these terms and conditions which existed at or before the date of termination or expiry.

  1. TUPE

15.1 The parties acknowledge that the provisions of Transfer of Undertakings (Protection of Employment) Regulations 1981 (TUPE) do not apply to the Services.

  1. Circumstances beyond the control of Global Reach Logistics

16.1 Global Reach Logistics shall not be liable for any loss or damage as a result of circumstances which are beyond the control of Global Reach Logistics including but not limited to acts of God, flood, drought, earthquake or other natural disasters; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war, the threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom; any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; collapse of buildings, fire, explosion or accident; and any labour or trade dispute, strikes, industrial action or lockouts.

  1. Intellectual Property rights

17.1 The parties acknowledge that all intellectual property rights owned by each party shall remain the property of that party.

17.2 The Client gives Global Reach Logistics a non-exclusive worldwide licence to use any intellectual property rights owned by the Client for the sole and express purpose of carrying out its obligations under these terms and conditions.

18. Confidentiality

18.1 In this clause 18, Confidential Information means all information of a confidential nature disclosed (whether in writing, orally or by another means and whether directly or indirectly) by one party (Disclosing Party) to the other party (Receiving Party) whether before or after the date of these terms and conditions.

18.2 Each party undertakes that it shall not at any time for such period of time as such Confidential Information remains confidential in nature, disclose to any person any Confidential Information, except as provided by clause 18.3.

18.3 Each party may disclose the other party's confidential information:

(a) to those of its employees, officers, representatives or advisers who need to know such information for the purpose of carrying out the party's obligations under these terms and conditions (Receiver). Each party shall ensure that each Receiver complies with this clause 18; and

(b) as may be required by law, court order or any governmental or regulatory authority.

18.4 The Receiving Party shall ensure that each Receiver is made aware of and complies with all the Receiving Party's obligations of confidentiality under these terms and conditions as if the Receiver was a party to this contract.

18.5 Clause 18.2 and clause 18.3 do not apply to Confidential Information which:

(a) is at the date of these terms and conditions or at any time after the date of these terms and conditions comes into the public domain other than through breach of these terms and conditions by the Receiving Party or a Receiver;

(b) can be shown by the Receiving Party to the Disclosing Party's reasonable satisfaction to have been known by the Receiving Party before disclosure by the Disclosing Party to the Receiving Party; or

(c) subsequently comes lawfully into the possession of the Receiving Party from another.

18.6 No party shall use any other party's Confidential Information for any purpose other than to perform its obligations under these terms and conditions.

  1. Notices

19.1 Any notice or other communication given to a party under or in connection with this contract shall be in writing and shall be:

(a) 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

(b) sent by email to the most recent email address notified by the other party.

19.2 Any notice or communication shall be deemed to have been received:

(a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;

(b) 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 at the time recorded by the delivery service.

19.3 There shall be no deemed receipt of notices or other communications sent by email. However, for the avoidance of doubt, emails may be introduced as evidence in connection with any dispute, mediation or court proceedings arising out of these terms and conditions, where they may be used to show that a notice or other communication has been received, in which case they shall be given such weight as may be appropriate after an examination of all the evidence, including acknowledgement and/or evidence of receipt.

19.4 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

  1. General

20.1 The rights and remedies provided under these terms and conditions are in addition to, and not exclusive of, any rights or remedies provided by law.

20.2 Each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, execute and deliver such documents and perform such acts as may be required for the purpose of giving full effect to these terms and conditions.

20.3 Nothing in these terms and conditions is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

20.4 A person who is not a party to this contract shall not have any rights whether statutory or otherwise to enforce any term of these terms and conditions. This does not affect any right or remedy of a third party that exists, or is available, apart from statute.

20.5 No failure or delay by a party to exercise any right or remedy provided under these terms and conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

20.6 If any provision or part-provision of these terms and conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these terms and conditions.

20.7 Global Reach Logistics shall be permitted to subcontract or delegate in any manner any or all of its obligations under these terms and conditions to any third party.

  1. Jurisdiction

21.1 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 these terms and conditions or their subject matter or formation.

  1. Governing Law

22.1 These terms and conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

Want to learn more? Get in touch with our experts today

Contact us