GENERAL TERMS & CONDITIONS
(A) ATOM LOGISTICS is an authorised reseller of the Services provided by the Carrier and wishes to supply the Services to the Customer; and
(B) The Customer (as identified on the New Customer Credit Application) wishes to purchase the Services from ATOM LOGISTICS in accordance with these Terms and Conditions.
1.1 In these Terms and Conditions the following words shall have the meanings set opposite them:
“ATOM LOGISTICS” means UBT (EU) Ltd a company incorporated and registered in England and Wales with company number 4938684 whose registered office is at Exchange Place, Poseidon Way, Warwick, CV34 6BY and trading as ‘ATOM LOGISTICS’;
“Carrier” means any logistics company (which may include, but shall not be limited to, any DX or DHL group companies) who shall provide the Services for the Customer on behalf of ATOM LOGISTICS;
“Carrier Terms and Conditions” means the standard terms and conditions for delivery of the Carrier that is used to provide the Services;
“Charges” means the fees payable by the Customer for the provision of the Services in accordance with these Terms and Conditions which will vary depending on the type or quantity of Goods and the Carrier used to provide the Services;
“Contract” means the contract between ATOM LOGISTICS and the Customer for the sale and purchase of the Goods in accordance with these Terms and Conditions;
“Customer” means the customer identified on the Delivery Order;
“Delivery Order” means the Customer’s order for the Services as set out in the ATOM LOGISTICS delivery order form;
“Goods” means any items or documents (including their packaging) whether or not these items or documents are packaged together or separately;
“Insolvency Event” means circumstances where a voluntary arrangement is approved, or an administration order is made, or a receiver or administrative receiver is appointed over any of the a party’s assets or undertaking or a resolution or petition to wind up a party is passed or presented (other than for the purpose of amalgamation or reconstruction) or if any circumstances arise which entitle the court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order;
“Services” means the delivery, transporting, collecting and storing of the Goods by the Carrier and which are supplied to the Customer under the trade name “ATOM LOGISTICS” in accordance with these Terms and Conditions; and
“Service Warranty” means the enhanced protection afforded to the customer under condition 7.9.
1.2 Any reference to persons includes natural persons, firms, partnerships, limited liability partnerships, companies, corporations, unincorporated associations, local authorities, governments, states, foundations and trusts (in each case whether or not having separate legal personality) and any agency of any of the above.
1.3 Any phrase introduced by the expressions “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.4 Any reference to a statute, statutory provision or subordinate legislation (“legislation”) (except where the context otherwise requires) (i) shall be deemed to include any bye-laws, licences, statutory instruments, rules, regulations, orders, notices, directions, consents or permissions made under that legislation and (ii) shall be construed as referring to any legislation which replaces, re-enacts, amends or consolidates such legislation (with or without modification) at any time.
1.5 Any reference to an English legal expression for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to what most nearly approximates in that jurisdiction to the English legal expression.
BASIS OF TERMS AND CONDITIONS
2.1 These Terms and Conditions shall apply to all Delivery Orders submitted by the Customer during the term of these Terms and Conditions and Contracts formed for the provision of the Services.
2.2 The Customer shall request the supply of the Services by submitting a Delivery Order to ATOM LOGISTICS. The submission of a Delivery Order by the Customer constitutes an offer to purchase the Services in accordance with these Terms and Conditions.
2.3 No offer placed by the Customer under Clause 2.2 shall be accepted by ATOM LOGISTICS other than by ATOM LOGISTICS issuing an executed Delivery Order at which point a Contract shall come into existence..
2.4 The terms set out in these Terms and Conditions shall prevail 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.
2.5 Each Delivery Order shall constitute a separate and severable Contract between the Customer and ATOM LOGISTICS.
2.6 ATOM LOGISTICS is not obliged to accept any Delivery Order and is entitled to refuse to provide the Services without giving any reason.
2.7 Any samples, descriptive matter or advertising produced by ATOM LOGISTICS and descriptions or illustrations contained in ATOM LOGISTICS catalogues or brochures or on its website (www.atomlogistics.com) are produced for the sole purpose of giving an approximate idea of the Goods described in and on them. They shall not form part of the Contract or have any contractual force.
PROVISION OF THE SERVICES
3.1 Upon the acceptance of a Delivery Order by ATOM LOGISTICS, the details of the Delivery Order shall be passed on to the Carrier who shall provide the Services as a sub-contractor of ATOM LOGISTICS.
3.2 The Carrier Terms and Conditions shall be incorporated into these Terms and Conditions and the Contract by reference and shall operate as if the Customer and ATOM LOGISTICS were party to the Carrier Terms and Conditions.
3.3 To the extent that there is a conflict between these Terms and Conditions and the Carrier Terms and Conditions, the Carrier Terms and Conditions shall prevail.
3.3.1 ATOM LOGISTICS will not accept a Delivery Order in respect of Goods which are prohibited pursuant to the Carrier Terms and Conditions.
4.1 The Customer agrees to comply with the terms of the Carrier Terms and Conditions and undertakes to the Carrier and ATOM LOGISTICS not to breach any of the terms of the Carrier Terms and Conditions or these Terms and Conditions.
4.2 In the event that the Customer breaches the undertaking given at Clause 4.1 then ATOM LOGISTICS may, without prejudice to any other right or remedy available to it:
4.2.1 suspend or terminate the Customer’s Delivery Order that it has placed with ATOM LOGISTICS; and
4.2.2 refuse to provide the Services to the Customer notwithstanding the fact that the Customer has paid the Charges under these Terms and Conditions.
5.1 The Customer shall pay the Charges for the Services ordered. The Customer must pay the Charges within fourteen (14) days of a correctly rendered invoice or statement. Invoices or statements may be sent to the Customer either by post, fax or electronically.
5.2 If the Customer fails to make any payment due under these Terms and Conditions to ATOM LOGISTICS then the Customer shall pay interest on the overdue amount at a rate of 4% per annum above Barclays Bank plc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
5.3 ATOM LOGISTICS reserves the right to increase the Charges and shall use reasonable efforts to provide the Customer with as much notice as possible of its intention to do so.
5.4 All amounts due under or in relation to a Contract shall be paid in full without any deduction or withholding other than as required by law and the Customer shall not be entitled to assert any credit, set off or counterclaim against ATOM LOGISTICS in order to justify withholding payment of any such amount in whole or in part.
5.5 Payment of the Charges by credit card shall attract a two (2) per cent (%) surcharge on the amount payable.
5.6 In the event of a failed Direct Debit collection, ATOM LOGISTICS reserves the right to levy a £25 administration fee.
TERM AND TERMINATION
6.1 These Terms and Conditions shall apply to every Contract formed between ATOM LOGISTICS and the Customer from the date of signature of the relevant Customer Credit Account Application.
6.2 ATOM LOGISTICS may terminate a Contract by written notice with immediate effect or at such other date as may be specified in the written notice: (i) if the Customer commits a material breach of any provision of these Terms and Conditions and the breach is not capable of remedy; (ii) if the Customer commits a material breach or a persistent breach of any provision of these Terms and Conditions which is capable of remedy and fails to remedy such breach within thirty (30) days after receipt of a written notice specifying the breach and requiring it to be remedied; or (iii) if the Customer suffers an Insolvency Event.
7.1 Nothing in these Terms and Conditions shall operate so as to exclude or limit the liability of either party to the other for death or personal injury arising out of negligence, or for any other liability which cannot be excluded or limited by law.
7.2 The Customer acknowledges that:
7.2.1 the Services are operated and provided solely by the Carrier; and
7.2.2 ATOM LOGISTICS is not liable to the Customer for any loss suffered as a result of a delay in the Carrier providing the Services or failing to provide the Services, except as expressly set out in the Carrier Terms and Conditions.
7.3 Atom Logistics is not liable to the Customer for any financial loss suffered in the event of a shipment being incorrectly booked onto the Carriers system either deliberately or inadvertently whatever the circumstances.
7.4 ATOM LOGISTICS’ liability for any damage to, or loss of the Goods, however it arises, shall be limited to whichever is the lesser of:
7.4.1 the limit of liability set out in the relevant Carrier Terms and Conditions;
7.4.2 £10 for every kilogramme of the gross weight of the Goods; or
7.4.3 the value of the Goods.
7.5 ATOM LOGISTICS shall not be liable to the Customer for any damage to, or loss of the Goods, or any other loss that is suffered by the Customer in the event that the Customer breaches any of the conditions contained in the Carrier Terms and Conditions.
7.6 ATOM LOGISTICS will not be liable for any loss or damage excluded or restricted under the relevant Carrier Terms and Conditions.
7.7 Under no circumstances shall ATOM LOGISTICS be liable to the Customer for any indirect or consequential loss or damage whatsoever arising under or in relation to these Terms and Conditions (whether arising for breach of contract, misrepresentation (whether tortious or statutory), tort (including but not limited to negligence), breach of statutory duty, or otherwise) even if that party was aware of the possibility that such loss or damage might be incurred by the other.
7.8 The Customer shall notify any claims or invoice queries arising out of or in connection with these Terms and Conditions within 7 days of receipt of invoice which directly relates to the claim or query.
7.9 Notwithstanding the forgoing terms of this condition 7 (but subject as below) if the Customer selects the Service Warranty option offered by ATOM LOGISTICS and pays the relevant additional charge for this service then ATOM LOGISTICS shall be liable for any loss or damage to any Goods while in the possession of ATOM LOGISTICS or the Carrier up to the lower of:
7.9.1 the replacement cost to the Customer as at the date of the claim; and
7.9.2 the overall limit of the Service Warranty appropriate to the additional charges levied.
7.10 Condition 7.9 is subject as follows:
7.10.1 to conditions 8 and 15.5;
7.10.2 to any claim in respect of damaged or lost goods being submitted within 7 days of shipment date;
7.10.3 any claim against the Carrier being assigned to ATOM LOGISTICS;
7.10.4 ATOM LOGISTICS shall not be liable in contract, tort (including without limitation negligence or breach of statutory duty) or otherwise howsoever for any loss of profits, business, bargain, contracts, revenues, diminution of goodwill, anticipated saving or for any special, indirect or consequential damage or loss of any nature whatsoever;
7.10.5 no claim shall lie against ATOM LOGISTICS where Goods have been left without obtaining a signature for them or where the consignment note has been signed acknowledging that the Goods have been received in good condition or where the Customer is in breach of these Terms and Conditions or the Carriers Terms and Conditions;
7.10.6 the Customer shall produce any Good alleged to have been damaged in transit to ATOM LOGISTICS for inspection prior to any credit note being raised for it.
7.11 Any claim will be subject to an excess of £4.99 which will be deducted from any amount to be paid out.
7.12 Credit notes raised for claims against this Service Warranty cannot be exchanged for cash, either in part or full.
8.1 Neither party shall be liable to the other in any way whatsoever for any breach of its obligations under these Terms and Conditions or for a delay in performing them to the extent that such breach or delay results from an event that is beyond the reasonable control of that party or the Carrier.
8.2 Subject to the affected party promptly notifying the other in writing of the reasons for the breach or delay pursuant to condition 8.1 (and the likely duration of any delay), the performance of the affected party’s obligations shall be suspended during the period that the event circumstances subsist and it shall be granted an extension of time equal to the period of the delay.
9.1 ATOM LOGISTICS may cancel a Contract at any time on notice to the Customer.
9.2 The Customer may cancel a Contract at any time on giving ATOM LOGISTICS written notice but shall not be entitled to a refund of the Charges payable in respect of the cancelled Contract once it has been accepted by ATOM LOGISTICS.
10.1 Any notice to be served by ATOM LOGISTICS in accordance with these Terms and Conditions shall be in writing and delivered by first class prepaid post to the address specified in a Delivery Order; save that invoices may be sent by the methods permitted in accordance with condition 5.1. Any notice to be served by the Customer to ATOM LOGISTICS in accordance with these Terms and Conditions shall be in writing and sent by first class prepaid post to the Company’s registered office.
11.1 ATOM LOGISTICS may assign or sub-contract its rights and obligations under these Terms and Conditions at any time on notice to the Customer.
11.2 The Customer is entering into these Terms and Conditions for its own benefit and not for the benefit of another or resale. The Customer may not assign, transfer or sub licence its rights or obligations under these Terms and Conditions without the prior written consent of ATOM LOGISTICS.
12.1 These Terms and Conditions and any documents referred to in them constitute the entire agreement between the parties in relation to its subject matter, and replaces and extinguishes all prior agreements, draft agreements, arrangements, undertakings, or collateral contracts of any nature made by the parties, whether oral or written, in relation to that subject matter.
12.2 Each party acknowledges that in entering into a Contract it has not relied upon any oral or written statements, collateral or other warranties, assurances, undertakings or representations by any person or entity (including by or on behalf of any other party to the Contract) in relation to the subject matter of the Contract at any time before its signature (together “Pre-Contractual Statements”), other than those rights and remedies which are set out expressly in the Contract.
12.3 Each party hereby waives all rights and remedies which might otherwise be available to it in relation to such Pre-Contractual Statements, but for condition 12.2.
12.4 Nothing in this condition 12 shall exclude or restrict the liability of either party arising out of its pre-contract fraudulent misrepresentation or fraudulent concealment.
13.1 The failure to exercise or delay in exercising a right, power or remedy provided by these Terms and Conditions or by law shall not impair or constitute a waiver of the right, power or remedy or operate as an impairment or a waiver of other rights or remedies. If a party waives a breach of any provision of these Terms and Conditions this shall not operate as a waiver of a subsequent breach of that provision, or as a waiver of a breach of any other provision.
14.1 If any provision, or part of a provision, of these Terms and Conditions is found by any court or authority of competent jurisdiction to be illegal, invalid or unenforceable, that provision or part provision shall be deemed not to form part of these Terms and Conditions, and the legality, validity or enforceability of the remainder of the provisions of these Terms and Conditions shall not be affected, unless otherwise required by operation of applicable law.
15.1 Nothing in these Terms and Conditions shall (except as expressly provided) be deemed to constitute a partnership, or create a relationship of principal and agent between the parties for any purpose.
15.2 Except for the express rights granted to the Carrier at condition 4 of these Terms and Conditions, a person who is not a party to these Terms and Conditions has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of these Terms and Conditions.
15.3 We reserve the right to amend or add to these Terms and Conditions by notifying the Customer by email (where practicable) and displaying any such amendments and additions on our website http://www.atomlogistics.com/ together with the date on which they are to come into effect. The Customer’s continued trading with ATOM LOGISTICS after that date will constitute the Customer’s agreement to such amendments or additions. No amendment or alteration of these Terms and Conditions by the Customer shall be effective unless agreed in writing and signed by both parties.
15.4 These Terms and Conditions and any disputes or claims arising out of or in connection with their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
15.5 Goods or merchandise for which no liability is accepted unless declared by the Customer and agreed by ATOM LOGISTICS prior to the shipment includes the following:
15.5.1 weapons and explosives of all kinds;
15.5.2 live animals;
15.5.3 wines, spirits, beers, cigars, cigarettes, tobacco and similar high-duty items;
15.5.4 temperature controlled cargoes, fresh foodstuffs, bagged foodstuffs or any other perishables;
15.5.5 drugs, pharmaceuticals and medicines;
15.5.6 non-ferrous metals, and scrap metals;
15.5.7 second-hand goods, rejected goods and returned goods;
15.5.8 unpacked or unprotected goods;
15.5.9 household goods and personal effects;
15.5.10 merchandise shipped on consignment, memorandum, or approval unless shipped in fulfilment of an order or request.
15.6 The ATOM LOGISTICS Service Warranty does not cover for loss, damage, or non-delivery which:
15.6.1 is addressed, wrapped or packed insufficiently, incorrectly or contrary to the Carriers packaging requirements;
15.6.2 bears a descriptive label or packaging which tends to describe the nature of its contents, or
15.6.3 where the consignment or other Goods do not have a scan record showing that the Goods were provided to the Carrier.
15.6.4 ATOM LOGISTICS reserves the right to withdraw the Service Warranty at any time should a Customers claim volume exceed what ATOM LOGISTICS has calculated to be the industry average.
SPECIAL TERMS AND CONDITIONS
These Special Terms and Conditions apply to the signatory of the Customer when the Customer is a limited company.
2. The signatory identified in the New Customer Credit Account Application (the “guarantor”) personally guarantees performance of the Applicant’s obligations to ATOM LOGISTICS under each and every Contract created between them.
3. If the guaranteed obligations are not recoverable from the Applicant by reason of illegality, incapacity or any other reason, the guarantor shall remain liable under this guarantee for the guaranteed obligations as if he were a principal debtor.
4. The guarantor as principal obligor and as a separate and independent obligation agrees to indemnify and keep indemnified ATOM LOGISTICS in full and on demand from and against all and any losses suffered by ATOM LOGISTICS arising out of any failure of the Applicant to perform the guaranteed obligations.
5. The guarantee is a continuing security for the liabilities from time to time owing by the Applicant to ATOM LOGISTICS and the guarantor’s liability thereunder shall not be reduced, discharged or otherwise adversely affected by: (i) any intermediate payment or discharge in whole or in part of the guaranteed obligations; (ii) any termination or variation of any of the guaranteed obligations; (iii) any grant of time, indulgence or waiver to the Applicant or any other person; (iv) any insolvency (or analogous procedure) or other incapacity of the Applicant or any other person; (iv) any invalidity, illegality or unenforceability of any obligation of the Applicant or any other person; or (v) any other act or omission which, but for this provision, might operate to exonerate the guarantor or otherwise reduce his liability under the guarantee.
6. ATOM LOGISTICS shall not be obliged before taking steps to enforce any of its rights and remedies under the guarantee to make demand, enforce or take any other action against the Applicant or any other person.
7. These Special Terms and Conditions and any disputes or claims arising out of or in connection with their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
CARRIERS TERMS AND CONDITIONS
Updated – 04/04/2017
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