In this Agreement, unless the context otherwise requires:
means the product, which CUSTOMER wishes to store in the Warehouse;
means, in relation to either party, any circumstances beyond the reasonable control of that party (including, without limitation, any strike, picket, lock-out or other form of industrial action or threatened industrial action);
means the person nominated by CUSTOMER and notified to METEOR as the person responsible for liaising with METEOR on behalf of CUSTOMER in connection with its performance of the Services;
means the warehousing and other services to be provided to CUSTOMER by METEOR;
“Service Level Agreement”
means the agreement between the parties in respect of the service levels to be achieved and maintained throughout the Term by METEOR;
Any reference in this Agreement to ‘writing’ or cognate expressions includes a reference to facsimile transmission or comparable means of communication.
The headings in this Agreement are for convenience of reference only and shall not affect its interpretation. References to Recitals, Clauses and Schedules are references to Recitals and Clauses of and Schedules to this Agreement.
2.1 In consideration of the payment of the charges set out in Schedule 3, METEOR hereby agrees to the storage by CUSTOMER of the Product in the Warehouse and to provide the Services to CUSTOMER in accordance with the terms and conditions of this Agreement and the Service Level Agreement.
3. METEORs OBLIGATIONS and limitations of liability
3.1 METEOR undertakes:
- to store the Product in the Warehouse in a safe and secure environment and in accordance with the instructions of CUSTOMER;
- to make the Services available to CUSTOMER from the Commencement Date and at all times thereafter during the Term in accordance with the terms and conditions of this Agreement and the Service Level Agreement;
- to comply with all applicable laws and regulations in relation to making the Services available to CUSTOMER;
- to comply with its obligations under the Service Level Agreement;
- to provide the Relationship Manager with monthly reports, in such form and containing such information as required by the Relationship Manager, with regard to its performance of the Services;
- METEOR warrants that it will at all times maintain adequate security and protections at the Warehouse to protect the Product against fire, vandalism, flood damage and theft.
3.3 In relation to the warehousing and distribution services provided under this agreement the limitations of liability of METEOR to CUSTOMER shall be governed and limited by the provisions of the British International Freight Association (BIFA), the United Kingdom Warehousing Association (UKWA) and the Road Haulage Association (RHA) standard terms and conditions.
3.4 The Services are provided under the terms and conditions of UKWA, which are hereby deemed incorporated into this agreement, except to the extent that the conditions of this agreement are in contradiction of UKWA, in which case the provisions of this agreement will apply.
will not be liable, whether in contract, tort (including for negligence or breach of statutory duty), misrepresentation or otherwise however for:
- Loss of profits
- loss of business;
- depletion of goodwill and/or similar losses;
- loss of anticipated savings
4. CHARGES AND PAYMENT
4.1 At METEOR's discretion CUSTOMER can be moved onto proforma account – all services must be paid for in advanced before work will be carried out, this includes but not limited to goods in, goods out and any auxiliary work.
4.2 At METEOR's discretion credit terms can be revoked on any open invoices, full balance owed by CUSTOMER will become due for payment at that point
4.3 METEOR will have general lien over the goods in the possession of the company as security for any sums owed to it by the customer under this Agreement or otherwise. Storage will be charged for any goods detained under lien. If any lien is not satisfied within a reasonable time the company may at its absolute discretion sell the goods concerned and apply the proceeds in or towards discharge of the lien and the expenses of the sale.
5 CONFIDENTIALITY POLICY and intellectual property protection
5.1 Each of the parties hereby undertakes to the other:
- to keep confidential all information (written or oral) concerning the business and affairs of the other that it shall have obtained or received as a result of discussions leading up to or the entering into or performance of this Agreement (“Confidential Information”) (Date Protection Act 1998).
- not without the others written consent to disclose the Confidential Information in whole or in part to any other person save as those of its employees involved in the implementation of this Agreement and who have a need to know same.
- to use the Confidential Information solely in the implementation of this Agreement and not for the benefit of any third party.
5.2 METEOR and CUSTOMER acknowledge that they each have Intellectual Property belonging to themselves and nothing in the agreement or in the general provision of services will explicitly or implicitly grant either party any rights whatsoever to Intellectual Property belonging to the other party.
- This Agreement shall come into force on the Commencement Date and shall continue in force indefinitely unless terminated in accordance with the terms of this agreement.
- This Agreement may be immediately terminated by either party if the other party:
- materially breaches any of the terms and conditions of this Agreement and fails to remedy such breach within a reasonable time having been notified in writing by the other party of the material breach;
- is subject of an order or an effective resolution is passed or a petition is presented for its winding up, or there is convened a meeting for the purpose of or purposes to enter into an examinership, or arrangement or composition for the benefit of its creditors, or if a receiver or examiner is appointed over its undertaking or part thereof, or if it shall be deemed unable to pay its debts pursuant to current UK legislation
- Notwithstanding anything else contained herein, CUSTOMER or METEOR may terminate this agreement at any time without any obligation to demonstrate any cause, by providing ninety (90) days written notice.
7 FORCE MAJEURE
- If either party is affected by Force Majeure it shall forthwith notify the other party of the nature and extent thereof. Neither party shall be deemed to be in breach of this Agreement, or otherwise be liable to the other, by reason of any delay in performance, or non-performance, of any of its obligations hereunder to the extent that such delay or non-performance is due to any Force Majeure of which it has notified the other party; and the time for performance of that obligation shall be extended accordingly PROVIDED HOWEVER that if the event of Force Majeure is subsisting for a period of one (1) week from the date of first notification then either party hereto may terminate this Agreement by notifying the other party in writing accordingly.
8 LIMITATION OF LIABILITY
8.1 Unless expressly provided to the contrary herein no party shall be liable to any other party for any type of special, indirect or consequential loss whether arising from any breach of contract, negligence or otherwise
9.1 No partnership etc.
Nothing in this Agreement shall create, or be deemed to create, a partnership between the parties hereto.
9.2 Proper Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of Northern Ireland and each party hereto hereby submits to the exclusive jurisdiction of the courts of Northern Ireland.
9.3 Notices and Service
Any notice required or authorised by this Agreement to be given by either party to the other may be given by hand or sent (by registered post, facsimile transmission, or comparable means of communication) to the other party at the address referred to at the beginning of this Agreement. Any notice given by hand shall be deemed to have been given on actual delivery; any notice given by post shall be deemed to have been received on the third day after the envelope containing the same was so posted. Any notice sent by facsimile transmission or comparable means of communication shall be deemed to have been received on the date of transmission, provided that a confirming copy thereof is sent by pre-paid post to the other party at the address referred to at the beginning of this Agreement within 24 hours after transmission.
In the event that any provision of this Agreement shall be determined to be partially void or unenforceable by any court or body of competent jurisdiction or by virtue of any legislation to which it is subject or by virtue of any other reason whatsoever, it shall be void or unenforceable to that extent only and no further and the validity and enforceability of any of the other provisions of this Agreement shall not be affected.
9.5 Binding Effect
The terms, conditions, provisions and undertakings of this Agreement shall be binding upon and inure to the benefit of each of the parties, their respective heirs, personal representatives, successors and assigns.
This Agreement shall not be changed, modified, altered or amended in any respect without the mutual consent of the parties hereto, which consent shall be evidenced by a written amendment to this Agreement executed by the parties hereto.
This Agreement may be executed in any number of counterparts, each of which, when executed, shall be an original and all of which together shall constitute one and the same agreement.
9.8 Deliveries made by 3rd
Deliveries may be made by 3rd party, should 3rd
party make material changes to their service or pricing METEOR will take reasonable steps to ensure that this is managed internally and have minimal impact on CUSTOMER. However if METEOR are unable to find a resolution METEOR reserve the right to review the shipping aspects of this agreement. In such an event METEOR will disclose all relevant details to the CUSTOMER to demonstrate there has indeed been a material change.
The Goods are stored and dispatched at METOER at the entire risk of the CUSTOMER and METEOR accepts no liability for any loss or damage to the Goods however such damage may be caused.
The CUSTOMER will procure that any goods being stored by METEOR at the date of termination are removed from METEOR’s premises at the cost of the CUSTOMER. If the CUSTOMER fails to remove them within seven days, METEOR may dispose of them in such manner as it sees fit at its absolute discretion at the cost of the CUSTOMER.
METEOR will not accept or deal with any noxious, dangerous, hazardous, inflammable or explosive goods or any goods likely to cause damage. Should the CUSTOMER nevertheless deliver any such goods the CUSTOMER will be held accountable of any damages caused by products in question.