Terms & Conditions

 

The Supplier is the supplier of bespoke packaging and shipping services including the collection, packaging and delivery of antique and collectable items but excluding (but not limited to) furniture.  The following Terms specify the basis upon which the Supplier is engaged by the Customer to provide the Services and for the avoidance of doubt, do not constitute any contractual relationship between the Supplier and the Auctioneer.

 

1                   Definitions

1.1                In these terms and conditions the following definitions apply:

 

Affiliate = Of a party means any entity which directly or indirectly owns or controls, is directly or indirectly owned or controlled by, or is in common ownership or control with, that party;

 

Auctioneer = The sale room from which the Customer has purchased the Goods and from whom the Customer authorises the Supplier to request and obtain the release of the Goods for the purpose of carrying out the Services as set out in the Contract and the Customer acknowledges that the Supplier does not act as seller, agent or auctioneer;

 

Business Day = Means a day other than Saturday, Sunday and public holidays;

 

Carrier = Means the independent carrier appointed by the Supplier to transport the Goods to the Customer and who, to the best of the Supplier’s knowledge is adequately insured to move the Goods that the Customer has detailed in the Order;

 

Commencement Date = Means the date on which provision of the Services shall commence as specified in the Order;

 

Confidential Information = Means any information relating to the Goods which is obviously confidential or has been identified as such;

 

Consumer = Means an individual acting for purposes which are mainly outside his or her trade, business, craft or profession;

 

Contract = Means the agreement between the Supplier and the Customer for the supply and purchase of the Services incorporating these Terms and the Order;

 

Customer = Means the customer whose details are set out in the Order;

 

Excluded Goods = Means Dangerous Goods, hazardous goods or flammable goods (‘Dangerous Goods’ means goods include in the list of Dangerous Goods as defined in relevant legislation or regulations that are from time to time in force); Firearms, furniture, barometers, cash, negotiable instruments including cheques and any vouchers with face value), furs, wines, spirits or living animals, fish, birds or any other living organism of any type, frozen or perishable food; and any goods prohibited by the law or regulations of any government or public or local authority of any country where the Services are to be carried out;

Goods = Means the items purchased by the Customer from the Auctioneer and in respect of which the Supplier is engaged to perform the Services pursuant to the Contract;

 

Insurance = Means the insurance that the Customer has in force in respect of the Goods, a copy of which shall be provided to the Supplier on request;

 

Order = Means the Customer's order for the Services from the Supplier as set out in the Supplier’s order form and which is accepted upon the Supplier providing written confirmation to the Customer;

 

Price = Means the price quoted by the Supplier to provide the Services and confirmed in the Order.

 

Services = Means the services set out in the Order to be supplied by the Supplier to the Customer namely the collection, packaging and shipping of the Goods by a suitable Carrier;

 

Specification = Means the description or specification for the Services set out in the Order the detail of which is the responsibility of the Customer;

 

Storage and Ancillary Charges = Means the costs incurred by the Supplier (to include but not limited to storage, packaging and shipping charges) in the event that the Customer does not wish to proceed with the Services once a Price has been confirmed to the Customer, in accordance with clause 3.9.

 

Supplier = Means the supplier whose details are set out in the Order;

 

Supply Location = Means the address for the collection of the Goods as set out in the Order;

 

Terms = Means the standard terms and conditions of business of the Supplier set out in this document and which are subject to change from time to time;

 

Value Added Tax or VAT = Means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the supply of the Services;

 

Year = Means a period of 12 consecutive months from the Commencement Date, and each period of 12 consecutive months thereafter.

 

1.2              Unless the context otherwise requires:

1.2.1           Each gender includes the others;

1.2.2           The singular includes the plural and vice versa;

1.2.3           References to the Contract includes the Terms, the Order and its schedule (if any);

1.2.4           References to persons include individuals, unincorporated bodies, government entities, companies and corporations;

1.2.5           Clause headings do not affect their interpretation;

1.2.6           General words are not limited by example; and

1.2.7           References to any legislation will be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

2                 The Order and incorporation of the Terms

2.1              An Order will be deemed to be an offer to purchase Services from the Supplier on these Terms.

2.2               Orders are not binding until accepted by the Supplier in writing or verbally. The Supplier reserves the right at all times to reject any Order, in whole or in part, at its sole discretion.

2.3               Quotations issued by the Supplier are valid for 30 Business Days from date of issue. Quotations will be deemed to be an invitation to treat by the Supplier to supply Services on and subject to the Terms, and do not constitute an offer to sell or supply. If the Customer wishes to purchase Services the subject of a quotation, it will need to place an Order.

2.4               Marketing and other descriptive matter relating to Services are illustrative only, and do not form part of the Contract. The Customer agrees that, in placing an Order, it has not relied on any representation or statement by the Supplier not set out in the Contract.

2.5               These Terms apply to and form part of the Contract for the supply of the Services by the Supplier to the Customer. They supersede any previously issued terms and conditions of supply.

2.6               No terms or conditions endorsed on, delivered with, or contained in the Customer's purchase order, confirmation of order, specification or other document will form part of the Contract.

2.7               No variation of the Terms or to an Order, or to a quotation from the Supplier will be binding unless expressly agreed in writing or verbally and executed by a duly authorised signatory of the Supplier.

2.8                A contract will be formed upon the earlier to occur of:

2.8.1            Written or verbal acceptance by the Supplier of the Customer’s Order; or

2.8.2            The execution of a specific written agreement by both the Supplier and the Customer.

3                  Price and payment

3.1               The price for the Services will be as set out in the Order or in default of such provision will be calculated in accordance with the Supplier's standard scale of charges in force on the date of formation of the Contract and which are based upon the weight size, materials and labour to be incurred in providing the Services.

3.2               The Price is payable in full prior to the Supplier performing the Services and the Supplier will not progress the Services  until payment in full has been received.

3.3              The Customer will pay all invoices:

3.3.1            In full, without deduction or set-off other than as required by law, in cleared funds;

3.3.2            To the Supplier's nominated bank account specified in the Order.

Time of payment is of the essence.

3.4              Where sums due hereunder are not disputed in good faith and are not paid in full by the due date:

3.4.1           The Supplier may, without limiting its other rights, charge interest on such sums at [2]% a year above the base rate of [specify bank] from time to time in force;

3.4.2           Interest will accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.

3.5               The Supplier’s receipted invoice will be enclosed within the packaged Goods.

3.6               In the event that the Goods are collected from the Auctioneer  by the Supplier and the Supplier is unable to contact/receive a response from the Customer to proceed with the Services for payment the Supplier will hold the Goods for 14 days. The Supplier will use all reasonable endeavours during this period to contact the Customer. If after 14 days the Supplier cannot contact the Customer the Goods will be returned to the Auctioneer. However, in the event that the Auctioneer does not agree to take the Goods back, the Customer shall be obliged to arrange for the redelivery of the Goods, by an alternative carrier, at their risk, within 24 hours of such notification. The Customer will be liable for any reasonable Storage and ancillary charges that are incurred by the Supplier until the Goods have been removed from the Supplier. The Goods shall not be released to any third party carrier or to the Customer until such time as the Storage and Ancillary Charges have been paid in full to the Supplier and the Supplier shall exercise a lien over the Goods until such time as payment in full has been received and in the event that no further contact is received from you following 14 days notice being provided under the Torts (Interference with Goods) Act 1977 the Supplier has the right to sell or to destroy the Goods, whichever the Supplier considers is the most commercially viable option.  .

4                   Provision of services

4.1                The Supplier will provide the Services to the Customer in accordance with the Contract and the Specification.

4.2                Where the Customer is a Consumer, the Supplier will provide the Services with reasonable care and skill.

4.3                The Supplier only provides the Services for Goods that require collection from an Auctioneer..

4.4                The Services will commence upon the collection of the Goods from the Auctioneer and will conclude once the Package has been dispatched by the Supplier to the Carrier, with the tracking number of the Carrier having been provided to the Customer at which point the Services are deemed complete by the Supplier and the Goods are no longer the responsibility of the Supplier.

4.5                In the event that the Insurance specifies any particular requirements in respect of packing, it is the Customer’s obligation to draw such matters to the attention of the Supplier on the Order, failing which the Supplier will not be held liable for any breach of the Insurance;

4.6                The Customer acknowledges that the carriage of Goods will be on the standard terms and conditions of the Carrier. Copies of such terms and conditions are available from the Carrier upon request. Either DPD or UPS.

4.7                The Customer acknowledges that the Carrier or the Supplier may, at its option, or upon the request of competent authorities open and inspect any shipment at any time and shall incur no liability of any kind therefore.

4.8                In the event that in accordance with applicable jurisdiction, the Supplier or the Carrier is required to undertake x-ray screening, the Customer acknowledges that such screening may be undertaken and waives any possible claims for damage as a result of screening.

4.9                If the Carrier does not accept the packaged Goods from the Supplier or if it is not possible to deliver the Goods (see clause 6.7 below) and they are returned to the Supplier by the Carrier, the Supplier will hold the Goods and will notify the Customer. Payment will not be refunded by the Supplier to the Customer and any additional consequential packaging and shipping charges will be payable by the Customer. In the event that the Customer does not contact the Supplier within a reasonable time, the Supplier may take steps (at it’s sole discretion) to sell the Goods at auction and will hold the balance of monies, following the deduction of its costs, for the Customer.

4.10            Whilst the Supplier will use reasonable endeavours to meet any milestone dates set out in the Order, such dates are approximate only, and time of performance is not of the essence.

4.11            The Supplier will not be liable for any delay in or failure of performance of the Services so far as caused by an event of Force Majeure or the Customer's failure to perform its obligations under the Contract.

4.12            The Supplier may make any changes to the Services:

4.12.1         Needed to comply with applicable law or safety requirements; or

4.12.2         Which do not materially affect the nature or quality of the Services and will notify the Customer in advance of such changes.

5                 Supplier's obligations

5.1              The Supplier will:

5.1.1           Perform the Services using reasonable care and skill;

5.1.2           Ensure that the Services comply with the Specification;

5.1.3           Comply with all relevant applicable laws and regulations save for those referred to in clause 6.3.2, which are the Customer’s sole responsibility; and

5.1.4           Observe all rules and regulations notified to the Supplier and in force at the Supply Location.

5.2              In appointing the Carrier, the Supplier shall:

5.2.1           In acting as agent for the Customer, not be liable for any acts or omissions  by the Carrier, including but not limited to any liabilities, costs, claims, demands or expenses arising from:

(a)               Any loss or damage to the Goods;

(b)               Any failure or delay to delivery or non-delivery of the Goods and that the Customer accepts that any statement made by the Supplier as to the possible date of delivery of  the Goods by the Carrier is merely a statement of opinion by the Company and is not a representation on behalf of the Carrier.

5.2.2           Ensure that the Goods are (at a minimum) packaged to the standard required by the Carrier;

5.2.3           Be satisfied that at the time of instruction the Carrier has adequate insurance in place over £150.00 if requested.

6                 Customer’s obligations

6.1              The Customer will pay the price for the Services in accordance with the Contract.

6.2              The Customer will:

6.2.1           Ensure that the Supplier is provided access to the Supply Location;

6.2.2           Provide the Supplier such information and assistance (ensuring that information is complete and accurate) as is necessary to ensure that the Supplier performs the Services to adhere to any specific requests of the Customer, including but not limited to:

(a)               Any specific requirements of the packaging of the Goods;

(b)               The delivery address; and

6.2.3           Ensure that the Auctioneer has provided a condition report for the Customer’s own benefit as the Supplier is not obligated to obtain such condition report in each case as required to allow the Supplier to perform the Services.

6.3              The Customer will also:

6.3.1           Co-operate fully with the Supplier and follow the Supplier's reasonable instructions in relation to the performance of the Services;

6.3.2           Obtain and maintain all necessary licences and consents for the performance of the Services, including, where applicable and not limited to, CITES, export licences and/or permissions required, customs declarations to be made on the Customer’s behalf and for the payment of any customs duties or taxes, prior to the Supplier carrying out the Services; and

6.3.3           Ensure that the Insurance is in place in respect of the Goods prior to the Supplier’s collection from the Auctioneer if required; and

6.3.4           Ensure that the Goods are suitable for export to and will not breach any laws of the destination Country.

6.4              The Services are provided at the Customer's request and the Customer is responsible for verifying that the Services are suitable for its own needs.

6.5              The Customer will not ask the Supplier to falsify or change any value of the Goods and any such requests will be rejected by the Supplier who shall be entitled to terminate the Contract.

6.6              The Customer will not seek to engage the Services for the delivery or packaging of any Excluded Goods and in the event that the Supplier determines, upon collection from the Auctioneer, that Excluded Goods are contained, the Supplier shall be entitled to terminate the Contract.

6.7              In the event that there is a failure of the Customer to provide the correct delivery address, the Customer will be liable to pay for any further charges levied for the redirection of the Goods.  In circumstances where the Carrier is unable, for whatever reason, to deliver the Goods and is unable to communicate to the Customer within a reasonable time (the Customer acknowledging that it is its responsibility to advise the Supplier of any issues regarding delivery and the determination of reasonable time to be at the Supplier’s sole discretion) the Supplier has the right, at its absolute discretion, either to sell the Goods, destroy the Goods or to return the Goods to the Auctioneer at the Customer’s expense.

6.8              The Customer must contact the Supplier within 10 days of receipt of the Goods in the event that they arrive damaged.  The Customer must retain all packaging and provide contemporaneous photographic evidence of the packaging and Goods upon receipt.  The packaging must be provided to the Carrier for inspection as notified by the Supplier.

7                  Limitation of liability

7.1               The provision of the Services is not guaranteed and the Supplier’s liability is limited to the fullest extent available in law.

7.2               The Supplier will not be liable for any failure of any Services to comply with these Terms to the extent:

7.2.1            Caused by the Customer's failure to comply with the Supplier's instructions in relation to the Services;

7.2.2            Caused by the Supplier following any Specification or other document supplied by or instruction from the Customer;

7.2.3            Where the Customer alters the Services or the results of the Services without the Supplier's prior written agreement; or

7.2.4            Where the Customer uses the Services or the results of the Services after notifying the Supplier that the Services do not comply with the Order.

7.2.5            Where the Customer fails to provide written notice to the Supplier, within 10 working days of receipt of the Goods, including photographic evidence of any damage whilst the Goods were in transit and where the Customer has not retained the packaging materials supplied by the Supplier.

7.2       The Supplier gives no warranty in relation to the Services and in particular, the terms implied by ss [13,] 14 and 15 of the Supply of Goods and Services Act 1982 are expressly excluded.

7.3       The Supplier only offers a limited liability as set out in clause 9.2 below, in line with industry practice, should the Goods be damaged or lost prior to the Customer’s receipt and the Customer acknowledges that such limitations of liability are fair and reasonable given the price paid for the Services.  In the event that the Customer requires an increase in the level of the Supplier’s liability, this may be possible in return for an additional fee.

8                  Failure of or delay in performance

8.1               If the Supplier is prevented or delayed in performing the Services by any cause attributable to the Customer, the Supplier (without prejudice to its other rights):

8.1.1            May suspend performance of the Services until the Customer remedies its default;

8.1.2            Will not be liable for any costs or losses sustained by the Customer as a result of such suspension; and

8.1.3            May charge the Customer (and the Customer will pay in accordance with the Contract) costs or losses incurred by the Supplier arising from the Customer's default, subject to clause 10.

9                  Cancellation

9.1                The Consumer Rights Directive (Directive 2011/83/EU) and related UK regulations ("Regulations") give Consumers procuring services online or otherwise "at a distance" certain cancellation rights under Part 3 of the Regulations. Accordingly, under the Regulations the Customer, where a Consumer has the right to cancel the Services for any reason within a period of fourteen working days following the date on which the contract to provide the Services is concluded ("Cancellation Period") unless where at the Customer’s express request it has been agreed that the Services will begin during the Cancellation Period. In that case because the Services have begun prior to the expiry of the Cancellation Period then whilst the Customer (if a consumer) will have a right to cancel the Services during the Cancellation Period this right will no longer apply once the Services have been fully performed.

9.2               If the Customer lawfully cancels the contract for Services, the Supplier will reimburse the Customer all payments received from the Customer in relation to the Services, provided always that if the Customer requested the Supplier to begin the performance of the Services during the Cancellation Period, the Customer will remain liable to pay the Supplier’s reasonable costs in accordance with Regulation 36(4) of the Consumer Contracts (Information Cancellation and Additional Charges) Regulations 2013.

9.3               To exercise the right to cancel the Delivery Services (if available to the Customer) the Customer must inform the Supplier at: Bradleys Antique Packing Services, 29 Barnes Road, Darlington, DL3 9BN email: info@antiquepacking.co.uk of its decision to cancel the contract for Services by a clear statement (e.g. a letter sent by post or e-mail); a copy of a model form which can be used if desired in order to cancel the Services is  found in the Schedule to these Terms. To meet the cancellation deadline, it is sufficient for the Customer to send its communication concerning its exercise of the right to cancel before the Cancellation Period has expired. The Supplier will make any applicable reimbursement using the same means of payment as the Customer used for the initial transaction, unless the Customer has expressly agreed otherwise, and, in any event, the Customer will not incur any fees as a result of the reimbursement.

10               Liability

10.1            The Supplier does not exclude its liability:

10.1.1         For death or personal injury caused by its negligence; or

10.1.2         For fraud or fraudulent misrepresentation; or

10.1.3         Under any indemnity given by it hereunder.

10.2            The Supplier will be liable to the Customer for direct damage the Goods to the limit of the cost of the Services but shall not be liable for the hammer price paid for by the Customer caused by the failure of any Services, as supplied by the Supplier to the Customer, to comply with the Specification.

10.3            Neither party will be liable for:

10.3.1         Any form of indirect, consequential or special loss; or

10.3.2         Any loss of or failure to realise expected profit, revenue or savings or any other form of pure economic loss, whether any such loss is direct or indirect; and, in each case, however arising.

11               Confidentiality

11.1            Each party shall keep confidential all Confidential Information of the other party and will only use the other's Confidential Information as required to perform the Contract. The provisions of this clause will not apply to:

11.1.1        Any information which was in the public domain at the date of the Contract;

11.1.2        Any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;

11.1.3        Is independently developed by the other party without using information supplied by the first party; or

11.1.4        Any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.

11.2           This clause 11 will remain in force for a period of 1 year from the Contract.

12              Force Majeure

12.1           Force Majeure means an event or sequence of events beyond a party's reasonable control preventing or delaying it from performing its obligations under the Contract including (but not limited to) an act of God, fire, flood, lightning, earthquake or other natural disaster; war, riot or civil unrest, strike, lockout or boycott or other industrial action; interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service; or material required by for performance of the Contract (Force Majeure). Failure to pay or be paid is not Force Majeure.

12.2           A party will not be liable if delayed in or prevented from performing its obligations due to Force Majeure, provided that it:

12.2.1        Promptly notifies the other of the Force Majeure event and its expected duration; and

12.2.2        Uses reasonable endeavours to minimise the effects of that event.

12.3           If, due to Force Majeure, a party:

12.3.1        Is or will be unable to perform a material obligation; or

12.3.2        Is delayed in or prevented from performing its obligations for a [continuous period exceeding [30] days OR total of more than [60] days in any Year];[the other party may, within [30] days, terminate this Agreement on immediate notice OR the parties will, within [30] days, renegotiate the Agreement to achieve, as nearly as possible, the original commercial intent].

13              Termination

13.1           The Contract may be terminated forthwith at any time by either party on written notice to the other if:

13.1.1        The other commits a material breach, or series of breaches resulting in a material breach, of the Contract and such breach is not remediable or is not remedied within [specify] days of written notice requiring that party to do so;

13.1.2        The other: (i) suspends or threatens to suspend payment of its debts, (ii) is unable to pay its debts as they fall due or (iii) is unable to pay its debts (being a company) within the meaning of s 123 of the Insolvency Act 1986 or (being an individual) within the meaning of s 268 of the Insolvency Act 1986 or (being a partnership) there is any partner to whom any of the foregoing applies;

13.1.3        The other: (i) negotiates with its creditors for rescheduling of its debts, (ii) makes a proposal to or compounds with its creditors in respect of its debts [other than solely by way of solvent amalgamation or reconstruction] or (iii) makes an application to court for protection from its creditors generally;

13.1.4       The other passes a resolution for winding-up or for the appointment of an administrator, or a liquidator or administrator is appointed in relation to the other, or a winding-up order is made in relation to the other [other than solely in relation to a solvent amalgamation or reconstruction];

13.1.5       A receiver or administrative receiver may be or is appointed in relation to the other or any of its assets;

13.1.6       Any creditor of the other attaches, takes possession of, or any distress, execution or similar process is levied or enforced against, all or any part of the other's assets, and such attachment or process is not discharged within 14 days;

13.1.7       The other takes or suffers any action similar to any of the above in any jurisdiction;

13.1.8       The other is subject to an event of Force Majeure under clause 12.

13.2          In addition to its rights under clause 13.1, the Supplier may terminate the Contract at any time:

13.2.1       On 7 days' written notice to the Customer;

13.2.2       Immediately on written notice to the Customer if the Customer has failed to pay any amount due under the Contract [on the due date OR within [three] Business Days of the due date].

13.3          The Customer may terminate the Contract at any time:

13.3.1       On 7 days' written notice to the Supplier;

13.3.2       On immediate written notice to the Supplier if the Supplier has, for reasons not attributable to the Customer, missed any milestone date, failed on more than occasions to provide any Services specified by the Contract;

13.3.3       Under clause 3.3.

13.4          On termination of the Contract for any reason:

13.4.1       The Customer will within 7 Business Days immediately pay all invoices of the Supplier then outstanding and not disputed in good faith;

13.4.2       The Supplier will, within 7 Business Days, invoice the Customer for all Services provided but not yet invoiced and the Customer will pay such invoice within a further 7 Business Days (unless the invoice is disputed in good faith);

13.4.3       Each party will within 7 Business Days return any materials of the other then in its possession or control; if it fails to do so, the other may enter onto any premises of the first party and take possession of them. Pending such return or taking possession, the first party will be responsible for such materials and will not use them for any purpose not connected with the Contract;

13.4.4       The accrued rights and liabilities of the parties will not be affected; and

13.4.5       Clause which expressly or by implication are to survive termination will do so.

14             General

14.1          Time

Unless stated otherwise, time is not of the essence of any date or period specified in these Terms.

14.2          No set-off

All payments by the Customer will be made without set-off or counterclaim, free and clear of and without deduction for any tax, levy, duty, charge, or withholdings of any kind now or in the future, imposed in any jurisdiction unless a party is compelled by law to deduct or withhold any such amounts, in which case it will pay to the other such additional amount as will ensure that the other is paid the full amount it would have received but for such deduction or withholding.

14.3          Relationship

The parties are independent of each other and not principal and agent, partners, or employer and employee.

14.4          Severability

If any part of these Terms is found by a court, tribunal or other administrative body of competent jurisdiction to be unenforceable or invalid for any reason, that provision is to be severed from the Terms and the remaining provisions of the Terms will otherwise remain in full force.

14.5          Notices

Notices under the Contract will be in writing and sent to the persons and addresses set out in the Order. They may be given, and will be deemed received:

14.5.1       By first-class post: two Business Days after posting;

14.5.2       By airmail: seven Business Days after posting;

14.5.3       By hand: on delivery;

14.5.4       By e-mail: on receipt of a delivery or read receipt mail from the correct address.

14.6            Waiver

No delay, act or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.

14.7           Rights of Third Parties

The Contract is not enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

14.8           Priority

These Terms prevail over those of the Order or Schedule (if any).

14.9           Entire Agreement

The Contract constitutes the entire agreement between the parties in relation to its subject matter. No other terms apply.

14.10        Succession

The Contract will bind and benefit each party’s successors and personal representatives.

14.11        Governing Law and Jurisdiction

14.11.1     The Contract will be governed by the law of England and Wales.

14.11.2     Disputes will be submitted to the exclusive jurisdiction of the courts of England and Wales