DELIVERY PARTNER TERMS AND CONDITIONS - SEND AND STORE
1.1 The following definitions and rules of interpretation apply in these Conditions.
BIFA Terms: the standard trading terms and conditions of the British International Freight Association (BIFA) 2017 Edition or and subsequent versions as amended by these Conditions
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charges: the charges payable by the Customer to the Deliver Partner via Trident acting as the payment collection agent for the supply of SEND and/or STORE in accordance with clause 5.
Conditions: these terms and conditions as amended from time to time in accordance with 12.8.
Contract: the contract between Trident and the Delivery Partner for the supply of Delivery Partner Services to the Customer and Trident Services to the Delivery Partner in accordance with these Conditions.
Customer: the person or firm who purchases Delivery Partner Services via the Trident Services.
Customer Conditions: the terms and conditions entered into between Trident and the Customer in relation to the Trident Services.
Delivery Partner: any supplier of SEND and/or STORE provided via Trident to the Customer.
Delivery Partner Default: has the meaning set out in 4.2.
Delivery Partner Services: the SEND and STORE services provided by the Delivery Partner directly to the Customer.
Enquiry: an enquiry for SEND and/or STORE services raised by a Customer via the Site.
Goods: the cargo to which any business under these conditions relates
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order: the Customer's order for Services via the Site and the acceptance of Trident’s quotation by the Customer’s use of the Site.
SEND: the provision of delivery, freight forwarding, logistics, fulfilment, packaging, repackaging and any other similar services to deliver Goods provided by a Delivery Partner to the Customer as detailed in the Order.
STORE: the provision of storage of Goods provided by a Delivery Partner to the Customer as detailed in the Order.
Trident: Trident Worldwide Ltd registered in England and Wales with company number: 10772380.
Trident Services: the services of Trident acting as the Customer’s agent in facilitating the Deliver Partner Services and the associated payment collection service.
1.3.1 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
1.3.2 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.
1.3.3. A reference to writing or written includes fax and email.
2 BASIS OF CONTRACT
2.1 On receipt of an Enquiry the Delivery Partner whilst being in under no obligation to do so, will promptly provide Trident with an offer to deliver Services which will be available for acceptance by the Customer for no less than 5 Business Day, in accordance with these Conditions and the BIFA Terms (as amended by clause 2.2), both the Order and the BIFA terms are hereby incorporated and apply to these Conditions. In the event of conflict, the Order shall prevail, then these Conditions.
2.2 The BIFA terms are amended as follow: by
2.2.1 “Company” shall mean Trident (as defined in these Conditions) to the extent that the BIFA terms apply to Trident as an agent
2.2.2 “Customer” as defined in these conditions
2.3 The Delivery Partner agrees and acknowledges that the Customer will be bound by the Customer Conditions and the Delivery Partner will request the Customer to accept the terms and conditions of the Delivery Partner.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Delivery Partner seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. In the event of conflict between the Customer Conditions and these Conditions, the Customer Conditions shall prevail.
3 SUPPLY OF SERVICES
3.1 The Delivery Partner shall supply the Deliver Partner Services to the Customer via Trident.
3.2 The Delivery Partner warrants to the Customer and Trident that the Delivery Partner Services will be provided using reasonable care and skill.
4 DELIVERY PARTNER’S OBLIGATION
4.1 The Delivery Partner shall:
4.1.1 provide the Delivery Partner Services in the manner and the price in accordance with the Delivery Partner’s agreement to fulfil each Order;
4.1.2 deliver the Delivery Partner Services to the Customer diligently with due care and attention;
4.1.3 ensure that the terms of the Order are complete and accurate;
4.1.4 co-operate with Trident in all matters relating to the Contract;
4.1.5 obtain and maintain all necessary insurance, licences, permissions and consents which may be required for the Delivery Partner Services before the date on which the Delivery Partner Services are to start. Trident may request evidence of any of the foregoing from the Delivery Partner and the Delivery Partner will furnish such evidence and deal with such requests promptly; and
4.1.6 not deal direct with or solicit the interest of any Customer connected to the Delivery Partner via the Site and Trident Services, should the Customer require further services the Delivery Partner shall refer the Customer back to the Site.
4.2 If Trident's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Delivery Partner or failure by the Delivery Partner to perform any relevant obligation (Deliver Partner Default):
4.2.1 without limiting or affecting any other right or remedy available to it, Trident shall have the right to suspend performance of the Delivery Partner Services until the Delivery Partner remedies the Delivery Partner Default, and to rely on the Delivery Partner Default to relieve it from the performance of any of its obligations in each case to the extent the Delivery Partner Default prevents or delays Trident's performance of any of its obligations; and
4.2.2 the Delivery Partner shall reimburse Trident on written demand for any costs or losses sustained or incurred by Trident arising directly or indirectly from the Delivery Partner Default.
5.1 The Charges for the Delivery Partner Services shall be the amount agreed between the Delivery Partner and Trident by reference to the Delivery Partner’s current rates from time to time. The Delivery Partner will not change its Charges once notified in relation to each Order.
5.2 The Delivery Partner will at the time of notifying Charges confirm whether any value added tax chargeable from time to time or any local equivalents (VAT) is due and Trident shall collect the same from the Customer.
5.3 The Delivery Partner shall address the invoice for the Delivery Partner Services to the Customer and reference the Customer’s VAT number, and provide the invoice to Trident to liaise with the Customer in relation to the same.
5.4 Subject to clause 6, the Charges shall be paid by Trident in it capacity as a payment collection agent to the Delivery Partner by the end of the calendar month in which the Delivery Partner Service are delivered or the end of the following calendar month if the Delivery Partner Services are delivered after the 23rd of the calendar month in relation to the period of 24th from the previous month to the 23rd of the current month inclusive.
6 TRIDENT RESOLUTION CENTRE
6.1 For the purpose of this clause 6, “completion” shall mean in the case of SEND the date on which the Goods have been delivered to the destination as stated in the Order and for the purposes of STORE the last day of storage date, except where storage is provided for more than 20 Business Days in which case the rolling time periods as stated in the Order.
6.2 The Delivery Partner acknowledges the Customer may raise an issue with the Delivery Partner Services within 5 Business Days from completion.
6.3 Should the Customer raise a complaint, Trident will act to resolve the matter in a reasonable time frame and the decision of Trident will be binding on both the Customer and the Delivery Partner.
7 INTELLECTUAL PROPERTY RIGHTS
7.1 All Intellectual Property Rights in or arising out of or in connection with the Delivery Partner Services and the Trident Services (other than Intellectual Property Rights in any materials provided by the Delivery Partner) shall be owned by Trident.
8 DATA PROTECTION
8.1 The parties shall comply with their data protection obligations as set out in the Data Protection Act 2018 and any successor legislation.
9.1 Trident shall not be liable for any matter that relates to the Delivery Partners’ delivery of SEND and/or STORE and the Delivery Partner shall arrange its own insurance.
9.2 References to liability in this 9 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
9.3 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
9.3.1 death or personal injury caused by negligence;
9.3.2 fraud or fraudulent misrepresentation; and
9.3.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
9.4 Subject to 9.3 (Liabilities which cannot legally be limited), Trident's total liability to the Delivery Partner will be limited to the amount equivalent to the Charges in relation to each Order that specifically relate to the Trident Services.
9.5 The follow are wholly excluded in relation to Trident:
9.5.1 loss of profits.
9.5.2 loss of sales or business.
9.5.3 loss of agreements or contracts.
9.5.4 loss of anticipated savings.
9.5.5 loss of use or corruption of software, data or information.
9.5.6 loss of or damage to goodwill; and
9.5.7 indirect or consequential loss.
9.6 This 9 shall survive termination of the Contract.
10.1 Without affecting any other right or remedy available to it, Trident may terminate the Contract by giving the Delivery Partner 1 months' written notice.
10.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
10.2.1 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
10.2.2 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
10.2.3 the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
11 CONSEQUENCES OF TERMINATION
11.1 On termination or expiry of the Contract the Delivery Partner shall immediately complete or conclude all booked Services.
11.2 Termination or expiry of the 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 without limitation the restriction contained in clause 4.1.4 which will subsist for a further 2 years and the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
11.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
12.1 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.
12.2 Trident 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.
12.3 The Delivery Partner 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 without the prior written consent of Trident.
12.4 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 12.5.
12.5 Each party may disclose the other party's confidential information:
12.5.1 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 12.5; and
12.5.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.5.3 Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
12.6 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all other agreements, promises, assurances, warranties, representations or understandings between them, whether written or oral, relating to its subject matter.
12.7 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.
12.8 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).
12.9 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.
12.10 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 12.10 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.
12.11 Any notice 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 sent by fax to its main fax number or sent by email to the address specified in notified in writing.
12.12 Any notice shall be deemed to have been received:
12.12.1 if delivered by hand, at the time the notice is left at the proper address;
12.12.2 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
12.12.3 if sent by fax or 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 12.12.3, 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.
12.12.4 This clause 12.12 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.
12.13 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.
12.14 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.
12.15 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.