Terms of service

Terms of Business

SFI Logistics Ltd (company no. 03916005), Unit C, Twickenham Trading Estate, Rugby Road, Twickenham TW1 1DQ (“SFI”) is a member of the Road Haulage Association (membership no. 00251110-00) and the UK Warehousing Association (membership no. 50223). All services are provided on the following terms, which apply to every quotation, order and contract unless SFI agrees otherwise in writing.

IMPORTANT: SFI'S LIABILITY IS EXCLUDED IN PART AND LIMITED IN PART UNDER EACH SET OF TERMS BELOW, AND STRICT TIME LIMITS APPLY TO CLAIMS. FOR GOODS IN STORAGE OR HANDLED AT SFI'S PREMISES THE DEFAULT LIMIT IS £100 PER TONNE. FOR GOODS IN TRANSIT THE LIMIT IS £1,300 PER TONNE. YOU MUST INSURE YOUR GOODS FOR THEIR FULL VALUE AT ALL TIMES, WHETHER IN TRANSIT, IN STORAGE OR ON SITE. PLEASE READ THESE TERMS CAREFULLY AND TAKE PROFESSIONAL ADVICE ON INSURANCE.

These Terms of Business are made up of four parts:
Part A: General Terms (which terms apply to which service)
Part B: Road Haulage Association Limited Conditions of Carriage 2026
Part C: UKWA Ltd Contract Conditions
Part D: Installation and On-Site Services Terms

PART A: GENERAL TERMS

A1. Application

A1.1 These Terms of Business apply to every quotation, order, booking and contract under which SFI Logistics Ltd ("SFI") provides services to a customer ("you"), unless SFI agrees otherwise in writing signed by a director of SFI.

A1.2 These Terms of Business apply to the exclusion of any terms you seek to impose or incorporate, including terms in any purchase order, acceptance, remittance or other document, whether received before or after these Terms of Business were notified to you.

A1.3 By instructing SFI, accepting a quotation, or allowing SFI to collect, store, carry or install goods, you accept these Terms of Business.

A1.4 SFI provides its services to business customers only. If you are a consumer, please contact us before booking.

A2. Which terms apply to which service

A2.1 Carriage. The carriage of goods by road, including collection, transport and delivery, transport between sites, and office and commercial relocations, is subject to the RHA Conditions of Carriage 2026 set out in Part B. In Part B, "the Carrier" means SFI.

A2.2 Storage, warehousing and logistics. Storage, warehousing, handling and processing at SFI's premises, receipt and despatch, stock management and records, pick and pack, fulfilment, returns processing, forwarding and advice, and all other logistics services not covered by A2.1 or A2.3, are subject to the UKWA Ltd Contract Conditions set out in Part C. In Part C, "the Company" means SFI.

A2.3 Installation and on-site services. Installation, assembly, positioning, decommissioning, removal of packaging and other services carried out at your premises or a site you nominate are subject to the Installation and On-Site Services Terms set out in Part D. Part B continues to apply to the carriage of the goods to and from site.

A3. Combined services

A3.1 Where a contract involves more than one type of service, each Part applies to the service it covers.

A3.2 Goods are held under Part C from the time they are accepted into store by SFI until they are tendered for collection or loaded onto a vehicle for onward carriage, at which point Part B applies. Where SFI carries goods into or out of its own store, Part C also applies while the goods are transferred between SFI's vehicle and its store. Goods moved by SFI between its own premises remain subject to Part C.

A3.3 If there is any conflict between the Parts, Part B prevails in relation to carriage, Part C prevails in relation to storage and logistics services, and Part D prevails in relation to installation and on-site services.

A4. Order of precedence

The following apply in this order of priority: (a) a written agreement signed by you and a director of SFI; (b) SFI's written quotation or rate card accepted by you; (c) these Terms of Business.

A5. Insurance and higher limits of liability

A5.1 SFI does not insure your goods and its charges do not include the cost of insuring them. You must arrange insurance for the full value of your goods, and for any liability you may have in respect of them, at all times while they are in SFI's care.

A5.2 If you require SFI to accept a higher limit of liability: (a) for goods in transit, give notice under Condition 12(1)(iv) of Part B at least seven days before transit begins; (b) for goods in storage or handled at SFI's premises, give notice under Condition 3.5 of Part C. A higher limit applies only once agreed by SFI in writing and any additional charge has been paid.

A5.3 SFI holds employers’ liability and public liability insurance. Confirmation of cover is available on request.

A6. Liability that cannot be limited

Nothing in these Terms of Business limits or excludes SFI's liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability which cannot be limited or excluded by law.

A7. Quotations and charges

A7.1 Quotations are valid for 30 days and are based on the information you provide, including volumes, weights, access, floor levels, parking and working hours. If that information is incomplete or inaccurate, SFI may revise its charges.

A7.2 Unless stated otherwise, prices exclude VAT, which is payable at the applicable rate.

A7.3 Unless the applicable Part or a written agreement provides otherwise, invoices are payable within 30 days of the invoice date. Interest on overdue storage and logistics charges is payable under Condition 6.4 of Part C; interest on overdue carriage and installation charges is payable under the Late Payment of Commercial Debts (Interest) Act 1998.

A7.4 Cancellation and postponement. If you cancel or postpone a booking: (a) with more than 5 working days' notice, no charge applies; (b) with 2 to 5 working days' notice, 50% of the quoted charge is payable; (c) with less than 2 working days' notice, or if SFI's crew or vehicle attends and cannot proceed for a reason within your control, 100% of the quoted charge is payable. Any costs SFI has already incurred with third parties are payable in all cases.

A8. Edition of industry conditions

The RHA and UKWA conditions are revised from time to time. The edition in force at the date each service is performed applies to that service, and SFI will publish the current edition on this page. A copy of these Terms of Business is available on request from info@sfi-uk.com.

A9. Notices

Notices and claims must be sent in writing to info@sfi-uk.com or to SFI's address above. Notices given verbally to SFI's crews or drivers are not valid notices under these Terms of Business.

A10. Law and jurisdiction

These Terms of Business and any contract under them, and any dispute arising out of or in connection with them, are governed by the law of England and Wales and subject to the exclusive jurisdiction of the courts of England and Wales.

PART B: ROAD HAULAGE ASSOCIATION LIMITED CONDITIONS OF CARRIAGE 2026

Effective 1 January 2026

PLEASE NOTE THAT THE CUSTOMER WILL NOT IN ALL CIRCUMSTANCES BE ENTITLED TO COMPENSATION, OR TO FULL COMPENSATION, FOR ANY LOSS AND MAY BE SUBJECT TO CERTAIN OBLIGATIONS AND INDEMNITIES. THE CUSTOMER SHOULD THEREFORE SEEK PROFESSIONAL ADVICE AS TO APPROPRIATE INSURANCE COVER TO BE MAINTAINED WHILE CONSIGNMENTS ARE IN TRANSIT.

Company Stamp or details

SFI Logistics Ltd
Unit C
Twickenham Trading Estate
Rugby Road
Twickenham TW1 1DQ

0 0 2 5 1 1 1 0 - 0 0

RHA membership number

(hereinafter referred to as “the Carrier”) is not a common carrier and accepts goods for carriage only upon that condition and on the conditions set out below (the Conditions). No servant or agent of the Carrier is permitted to alter or vary these Conditions in any way unless expressly authorised to do so in writing by a Director of, Principal of, or Partner in the Carrier, or by another person separately authorised by such a person in writing.

If any provision or part-provision of these 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 Conditions.

These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose, have agreed or incorporate, and to the exclusion of any terms which might be implied by trade, custom, practice or course of dealing.

It is expressly stated to be the Customer’s responsibility to read and understand these Conditions which will form the basis of the Contract under which any claims or disputes are settled. Customers are recommended to take professional advice and must arrange adequate insurance to provide full cover for the Consignment, and any liabilities they may be under in respect of it, when the Consignment is in transit.

1. Definitions

In these Conditions:

“Customer” means the person or company who contracts for the services of the Carrier, including any other carrier who gives a Consignment to the Carrier for carriage.

“Contract” means the contract of carriage between the Customer and the Carrier.

“Consignee” means the person or company to whom the Carrier contracts with the Customer to deliver the Consignment.

“Consignment” means goods -- whether sent as a single item or in bulk or contained in one parcel, package or container, as the case may be, or any number of separate items, parcels, packages or containers -- sent at one time in one load by or for the Customer from one address to one address.

“Dangerous Goods” means those substances and articles the carriage of which are prohibited by the provisions of the European Agreement Concerning the International Carriage of Dangerous Goods by Road (ADR) as applied in the United Kingdom, or permitted to be carried only under the conditions prescribed therein, as well as all other substances and articles of a nature or having characteristics which represent a hazard or danger to persons or property, or which include any radioactive or explosive material.

“Demurrage” means any cost or expense the Carrier suffers as a result of the improper, excessive or unreasonable detention of any vehicle, trailer, container or other equipment belonging to or under the control of the Carrier.

“Force Majeure Event” shall have the meaning set out in Condition 10(2)(c)

“In writing” includes, unless otherwise agreed, the transmission of information by electronic, optical or similar means of communication, including, but not limited to, facsimile, electronic mail or electronic data interchange (EDI), provided that the information is readily accessible and durable so as to be usable for subsequent reference.

2. Parties and Sub-Contracting

(1) The Customer warrants that he is either the owner of the Consignment or is authorised by the owner to accept these Conditions on his behalf; and that he is similarly authorised by all those having a proprietary or possessory interest in the Consignment, to accept these Conditions on their behalf.

(2) The Carrier and any other carrier employed by the Carrier may employ the services of any other carrier for the purpose of fulfilling the Contract in whole or in part; and the name of every other such carrier shall be provided to the Customer upon request. The Carrier may at any time assign, mortgage, charge, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract, to the extent permitted by law.

(3) The Carrier contracts both for itself and also as agent of and trustee for its servants and agents and all other carriers referred to in (2) above, and also as agent of and trustee for such other carriers’ servants and agents; and every reference in these Conditions to “the Carrier” shall be deemed to include every other such carrier, servant and agent with the intention that they shall have the full benefit of the terms of this Contract, and collectively and together with the Carrier shall be under no greater liability to the Customer or any other party than is the Carrier hereunder.

(4) Notwithstanding Condition 2(3), the carriage of any Consignment by rail, sea, inland waterway or air has been or will be arranged by the Carrier solely as agent of the Customer, and any such carriage shall be subject to the conditions of the rail, shipping, inland waterway or air carrier contracted to carry the Consignment. The Carrier shall be under no liability whatsoever, howsoever caused, to any person for such carriage: Provided always that where the Consignment is carried partly by road and partly by such other means of transport any loss, damage or delay shall be deemed to have occurred while the Consignment was being carried by road unless the contrary is proved by the Carrier.

3. Dangerous Goods

If the Customer does not disclose in writing and in advance that a Consignment contains Dangerous Goods, the Carrier shall be entitled to rescind the Contract. If the Carrier agrees to accept for carriage any Dangerous Goods so disclosed then the Customer must arrange for and ensure that the Dangerous Goods are classified, packed, marked, labelled and documented in accordance with all applicable statutory regulations for the carriage by road of the substance declared.

4. Loading and Unloading

(1) Unless otherwise agreed in writing the Customer will be responsible for the loading of goods onto the vehicle and will also be responsible for the Consignee unloading the goods off the vehicle. The Carrier will not be responsible for any loss or damage to the goods arising from loading the goods onto or unloading them off the vehicle, or from the overloading of the vehicle or from the unsafe loading of the vehicle, save for where it has been agreed that the Carrier will be responsible for the loading of goods onto the vehicle and/or unloading the goods off the vehicle. The Carrier may, at its sole discretion, through its servants and agents provide assistance in loading or unloading the goods if requested to do so by the Customer or the Consignee or the agents of either. Save for where it has been agreed that the Carrier shall be responsible for the loading and/or unloading of the goods from the vehicle, the Customer shall indemnify the Carrier from and against all and any loss, damage, death or injury that may arise whilst the loading or unloading operations are taking place, or as a result of how the vehicle has been loaded, unless such loss, damage, death or injury is attributable to the negligence of the Carrier, its agents or servants.

(2) The Customer shall ensure that any cranes, fork lift trucks, slings, chains or other equipment used in loading or unloading the vehicle are suitable for that purpose, are well maintained and are only operated by personnel who have been suitably trained on the use of such equipment. The Customer will indemnify the Carrier against any and all consequences of failure of, misuse of or unsuitability of such equipment.

(3) The Customer shall ensure that there is adequate access to the loading and the unloading points and that the roadways to and from the public highway are of suitable material and that unloading will take place on good sound hardstanding, where there will be sufficient space to load or unload the vehicle in safety.

(4) The Carrier shall not be liable for any loss or damage whatsoever, howsoever caused, if the Carrier’s personnel are instructed by the Customer or the Consignee or their servants or agents to provide service to an area which does not comply with Condition 4(3) above, whether or not against the recommendations of the Carrier or the Carrier’s personnel.

(5) The Customer shall indemnify the Carrier against all liability or loss or damage suffered or incurred (including but not limited to damage to the Carrier’s vehicle) as a result of the Carrier’s personnel complying with the instructions of the Customer or the Consignee or their servants or agents, or where the Carrier has not been allowed reasonable opportunity to inspect a load which has been loaded by the Customer or the Consignee or their servants or agents.

(6) The Customer shall make available to the Carrier upon request details of any risk assessments which may have been carried out at the collection and/or delivery addresses and/or in relation to any equipment used in loading or unloading the vehicle. The responsibility for carrying out such risk assessments shall be that of the Customer and not of the Carrier. The Carrier may refuse to enter any site which the Carrier, at the Carrier’s sole discretion, considers to be unsafe.

5. Obligations of the Customer

The Customer warrants that:

(1) The Consignment does not and will not: cause pollution of the environment or harm to human health; require any official consent or licence to handle, possess, deal with or carry; at any time whilst in the care or control of the Carrier constitute waste (unless the Carrier has been previously advised otherwise); and that the Consignment is of a nature that can be legally transported in the United Kingdom;

(2) It will comply, and will procure that all of its agents, employees and sub-contractors also comply, with any reasonable regulations of the Carrier relating to handling, health and safety, and security, of which they are notified or have been notified; and

(3) It will provide the Carrier with such information and materials as the Carrier may reasonably require in order to comply with its obligations under the Contract, including but not limited to information relating to the weight and contents of the Consignment, and the Customer will ensure that such information is complete and accurate in all material respects.

(4) The Customer shall, and shall procure that the Consignee shall, allow any employees or agents of the Carrier to access all welfare facilities available at their premises.

(5) If the Carrier's performance of any of its obligations under the Contract is prevented, hindered or delayed by any act or omission of the Customer or by any failure by the Customer to perform any relevant obligation (Customer Default), then:

(a) without limiting or affecting any other right or remedy available to it, the Carrier shall have the right to suspend performance of its obligations until the Customer remedies the Customer Default, and may rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents, hinders or delays the Supplier's performance of any of its obligations;

(b) the Carrier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Carrier's failure to perform or delay in performing any of its obligations as set out in this Condition 5(5); and

(c) the Customer shall on written demand reimburse the Carrier for any costs or losses sustained or incurred by the Carrier arising directly or indirectly from the Customer Default.

6. Receipts

The Carrier shall, if so required, provide a document or electronic record prepared by the Customer or its agent acknowledging the receipt of the Consignment; but the burden of proving the condition of the Consignment and/or its nature, quantity, quality, or weight at the time of that receipt shall rest with the Customer. For the avoidance of doubt, the Customer shall not be entitled to withhold any of the Carrier’s Charges where such receipt has not been provided.

7. Transit

(1) Unless otherwise agreed expressly between the parties, transit shall commence after the Consignment has left the premises from where the Consignment is collected.

(2) Transit shall (unless it has terminated earlier) end when the Consignment is tendered at the proper place of delivery at the Consignee’s address within the customary cartage hours of the district, provided that:

(a) if no safe and adequate access to that address exists, or if no safe and adequate unloading facilities exist there, then transit shall be deemed to end at the expiry of one clear day after notice (by letter, telephone, fax or email or other agreed method of communication) of the arrival of the Consignment at the premises has been sent to the Consignee or the Customer;

(b) when for any other reason whatsoever a Consignment cannot be delivered, or when a Consignment is held by the Carrier on instructions ‘to await order’ or ‘to be kept till called for’ or upon any like instructions, and no such order is given within a reasonable time, or the Consignment is not called for and removed within a reasonable time, then transit shall also be deemed to end at the expiry of that reasonable time.

(3) The Consignment shall be at the sole risk of the Customer at all times when the Consignment is not in transit.

8. Undelivered or Unclaimed Consignments

Where either of the provisos to Condition 7(2) operate such that transit is deemed to have ended, the Carrier may sell the Consignment; and payment or tender of the proceeds of sale to the Customer, after deduction of all proper charges and expenses in relation thereto and of all outstanding charges in relation to the carriage and storage of the Consignment, shall discharge the Carrier from all liability in respect of such Consignment, its carriage and storage:

Provided that:

(1) the Carrier shall do what is reasonable to obtain a reasonable price for the Consignment; and

(2) the power of sale shall not be exercised where the name and address of the Customer or of the Consignee or of the owner of the Consignment or of any other person having any proprietary or possessory interest in it is known; unless the Carrier shall first have done what is reasonable in the circumstances to give notice to such persons that the Consignment will be sold unless within the time specified in that notice, being a reasonable time in the circumstances from the giving of such notice, the Consignment is taken away or instructions are given for its disposal.

9. Carrier’s Charges

(1) The Carrier’s charges shall be payable by the Customer, without prejudice to any rights the Carrier may have against the Consignee, or any other person, to secure or obtain payment: Provided however that when any Consignment is consigned ‘carriage forward’ the Customer shall not be required to pay such charges unless the Consignee shall, within a reasonable period of demand for payment having been made aware of it, have failed to pay the Carrier’s charges.

(2) Charges shall be payable when due without deduction or deferment on account of any claim, counterclaim or set-off. If the Customer becomes insolvent, or any sums owed by the Customer to the Carrier become overdue for payment, all credit terms previously agreed shall be cancelled with immediate effect and all invoices and accounts issued by the Carrier shall be deemed due for immediate payment and all sums owing (whether due or not) shall thereupon become payable. The Late Payment of Commercial Debts (Interest) Act 1998, as amended, shall apply to all sums due from the Customer.

(3) The Carrier shall use reasonable endeavours to obtain a signed proof of delivery of the Consignment from the Consignee, unless otherwise agreed with the Customer. No payment shall however be withheld by the Customer where the Carrier is unable to provide a proof of delivery unless notification of non-delivery is received by the Carrier no more than 48 hours after the expected time of delivery of the Consignment and the Carrier is subsequently unable to evidence proof of delivery.

(4) In the event that the Carrier is liable for any physical loss, mis-delivery or damage to the Consignment in accordance with Condition 10, then the Carrier’s charges will not be payable by the Customer in respect of any part of the Consignment which was lost or damaged. For the avoidance of doubt, the Carrier’s charges will still be payable in respect of any part of the Consignment which was properly delivered. If the Customer requests redelivery of the Consignment the Carrier’s charges in respect of the redelivery shall be payable by the Customer.

(5) The Customer shall pay to the Carrier any storage charges incurred as a result of it exercising its lien in accordance with clause 15 below.

(6) If the Contract is cancelled at any time the Customer shall pay the Carrier all costs and expenses which the Carrier has incurred prior to such cancellation.

10. Liability for Loss and Damage

(1) The Customer shall be deemed to have elected to accept the terms set out in sub-clause (2) of this Condition unless, before the transit commences, the Customer has agreed in writing that the Carrier shall be under no liability for loss of, or mis-delivery of or damage to or in connection with the Consignment, howsoever or whensoever caused, and whether or not caused or contributed to, directly or indirectly, by any act, omission, neglect, default or other wrongdoing on the part of the Carrier, its servants, agents or sub-contractors.

(2) Subject to these Conditions the Carrier shall be liable for:

(a) physical loss, mis-delivery of or damage to living creatures, bullion, money, securities, stamps, precious metals or precious stones comprised within the Consignment only if:

(i) the Carrier has specifically agreed in writing to carry any such items; and
(ii) the Customer has agreed in writing to reimburse the Carrier in respect of all additional costs which result from the carriage of the said items; and
(iii) the loss, mis-delivery or damage is occasioned during transit and is proved to have been caused by the negligence of the Carrier, its servants, agents or sub-contractors;

(b) physical loss, mis-delivery of or damage to any goods of a type not covered by sub-clause (a) above comprised within the Consignment, unless the same has arisen from a Force Majeure Event.

(c) a “Force Majeure Event” shall mean any act(s), event(s), circumstance(s) or cause(s) the occurrence of which is beyond the reasonable control of the Carrier, including but not limited to:

(i) act of God, riot, civil commotion, strike, lockout, general or partial stoppage or restraint of labour from whatever cause, war, act of terrorism, seizure or forfeiture under legal process, restraint of government;
(ii) error, act, omission, mis-statement or misrepresentation by the Customer or the owner of the Consignment or by any servant or agent of either of them;
(iii) inherent wastage in bulk or weight, faulty design, latent defect or inherent vice or natural deterioration of the Consignment;
(iv) any special handling requirements in respect of the Consignment which have not been notified to the Carrier;
(v) insufficient or improper packaging, labelling or addressing, unless the Carrier has contracted to provide this service;
(vi) flood, storm, earthquake, pandemic, or epidemic;
(vii) fire resulting from an act or omission of the Customer or owner of the Consignment;
(viii) road congestion, delays incurred at any delivery location, delays incurred as a result of any act or omission of any third party or lack of delivery instructions from the Customer, vehicle breakdown;

(3) The Carrier shall not in any circumstances be liable for any loss or damage arising after transit is deemed to have ended within the meaning of Condition 7(2) hereof, whether or not caused or contributed to, directly or indirectly, by any act, omission, neglect, default or other wrongdoing on the part of the Carrier, its servants, agents or sub-contractors.

11. Fraud

The Carrier shall in no circumstances be liable in respect of a Consignment in relation to which there has been fraud on the part of the Customer, the Consignee or the owner of the Consignment, or their servants or agents, unless the Carrier or of any servant of the Carrier acting in the course of his employment has been complicit in that fraud.

12. Limitation of Liability

(1) Except as otherwise provided in these Conditions, the liability of the Carrier in respect of claims for physical loss of, mis-delivery of or physical damage to goods comprised within the Consignment, howsoever arising, shall in all circumstances be limited to the lesser of

(a) the value of the goods actually lost or mis-delivered, at the place they should have been delivered; or the amount by which damaged goods have been depreciated in value by reason of that damage; or

(b) the cost of replacing the goods actually lost or mis-delivered and/or reconditioning or repairing any damage to the goods; or

(c) a sum calculated at the rate of £1,300 Sterling per tonne on the gross weight of the goods actually lost, mis-delivered or damaged;

and the value of the goods actually lost, mis-delivered or damaged shall be taken to be their invoice value if they have been sold, and shall otherwise be taken to be their replacement cost to the owner at the commencement of the transit, and in all cases shall be taken to include any Customs and Excise duties or taxes paid or payable in respect of those goods when lost, mis-delivered or damaged:

Provided that:

(i) in the case of loss, mis-delivery of or damage to a part of the Consignment, the weight to be taken into consideration in determining the amount to which the Carrier’s liability is limited shall be only the gross weight of that part, regardless of whether the loss, mis-delivery or damage affects the value of other parts of the Consignment;

(ii) nothing in this Condition shall limit the liability of the Carrier to less than the sum of £10;

(iii) the Carrier shall be entitled to proof of the weight and value of the whole of the Consignment and of any part thereof lost, mis-delivered or damaged;

(iv) the Customer shall be entitled to give to the Carrier notice in writing, to be delivered at least seven days prior to commencement of transit, requesting that the £1,300 per tonne limit referred to in Condition 12(1)(c) above be increased (but not so as to exceed the value of the Consignment) and in the event of such notice being given the Customer shall be required to agree with the Carrier an increase in the carriage charges, but if no such agreement can be reached the aforementioned £1,300 per tonne limit shall continue to apply.

(2) The liability of the Carrier in respect of claims for any other type of loss, liability or damage whatsoever and howsoever arising in connection with the Consignment shall not exceed the amount of the carriage charges in respect of the Consignment or the amount of the claimant’s proved loss, whichever is the less, unless:

(a) at the time of entering into the Contract with the Carrier, the Customer declares to the Carrier a special interest in the avoidance of physical loss, mis-delivery or damage to the Consignment, and/or a special interest in delivery within a specified period, undertaking to pay such surcharge, referable to the declared value of that interest or those interests, as may be agreed with the Carrier, and

(b) at least 7 days prior to the commencement of transit the Customer has delivered to the Carrier confirmation in writing of the declared value of any special interest and of any agreed time limit, and of its agreement to pay the specified surcharge which it has agreed with the Carrier.

(3) The Carrier shall not be in breach of the Contract nor liable for any delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure results from a Force Majeure Event.

(4) The following types of loss or damage are wholly excluded, and will not under any circumstances be the subject of compensation by the Carrier:

(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use of, or corruption of, software, data or information;
(f) loss of or damage to goodwill;
(g) indirect or consequential loss;
(h) any fine imposed on the Customer by the Consignee or its customer.

13. Indemnity to the Carrier

The Customer shall indemnify the Carrier against:

(1) all losses, liabilities and costs incurred by the Carrier (including but not limited to those incurred in connection with loss of or damage to the carrying vehicle or to other goods carried) as a result of any breach of these Conditions by the Customer or any party on whose behalf it has contracted, or by reason of any error, omission, mis-statement or misrepresentation by the Customer or owner of the Consignment or by any servant or agent of either of them, or by reason of insufficient or improper packing, labelling or addressing of the Consignment, or by reason of fraud on the part of the Customer, the Consignee or the owner of the Consignment, or their servants or agents (as referred to in Condition 11);

(2) all losses, liabilities and costs arising from claims and demands by whomsoever made and howsoever arising (including, for the avoidance of doubt, claims alleging negligence or conversion, or by H.M. Revenue and Customs in respect of dutiable goods, or arising out of the carriage of Dangerous Goods) in respect of any loss of or damage to, or in connection with, the Consignment in an amount exceeding the liability of the Carrier under these Conditions in respect of that loss or damage, whether or not that loss or damage was caused or contributed to, directly or indirectly, by any act, omission, neglect, default or other wrongdoing on the part of the Carrier, its servants, agents or sub-contractors.

14. Time Limits for Claims

(1) The Carrier shall not be liable for:

(a) physical loss of, mis- or non-delivery of, or physical damage to goods comprised within the Consignment unless advised thereof in writing, together with such evidence as may reasonably be required to prove that the physical loss of, mis- or non-delivery of, or physical damage to goods was caused by the Carrier, within seven days after the termination of transit or the date on which the transit should have terminated;

(b) any other type of loss unless advised thereof in writing within twenty-eight days after the termination of transit or the date on which the transit should have terminated.

Provided that if the Customer proves that,

(i) it was not reasonably possible for the Customer to advise the Carrier or make a claim in writing within the time limit applicable, and

(ii) such advice or claim was given or made within a reasonable time after the time at which it did become reasonably possible for the Customer to advise the Carrier or make a claim in writing,

the Carrier shall not have the benefit of the exclusion of liability afforded by this Condition.

(2) The Carrier shall in any event be discharged from all liability whatsoever and howsoever arising in respect of the Consignment unless legal proceedings are issued and notice in writing thereof given to the Carrier within one year of the date when transit commenced.

(3) In the computation of time where any period provided by these Conditions is seven days or less, Saturdays, Sundays and all statutory public holidays shall be excluded.

15. Lien

(1) The Carrier shall have:

(a) a particular lien on the Consignment for all charges due to the Carrier for the carriage, storage and/or warehousing of the Consignment and for all other proper charges or expenses incurred in connection with the carriage of the Consignment, and

(b) a general lien on the Consignment for any sums overdue and unpaid by the Customer, by the owner of the Consignment or by any other person having any proprietary or possessory interest in it, by the Consignee, or by any agent of these persons, on any invoice, account or contract whatsoever.

If the Carrier exercises a lien, but appropriate payment is not made within 14 days after notice that the payment is due and has been given in accordance with Condition 9(2) above, the Carrier may sell the Consignment, or any part thereof, as agent for its owner and for those having a proprietary or possessory interest in it, and shall apply the proceeds towards any sums unpaid and towards the expenses of the retention, storage, insurance and sale of the Consignment and shall, upon accounting to the Customer for any balance remaining, be discharged from all liability whatsoever in respect of the Consignment.

(2) The Carrier may exercise its lien on its own behalf or as agent for any assignee of its invoices at any time and at any place in its sole discretion, whether or not the contractual carriage has been completed, and these Conditions shall continue to apply during the period of exercise of such lien.

(3) If the Consignment is not solely the property of the Customer, the Customer warrants that it has the authority of all those having a proprietary or possessory interest in the Consignment to grant to the Carrier liens as set out in Condition 15(1) above, and the Customer shall indemnify the Carrier for all claims and demands the Carrier may receive asserting that the Customer did not have that authority.

16. Unreasonable Detention

The Customer shall be liable to pay Demurrage, without prejudice to any rights that the Carrier may have against any other person in respect of any improper, excessive or unreasonable detention of any vehicle, trailer, container or other equipment belonging to or under the control of the Carrier.

17. Confidentiality

(1) 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 these Conditions.

(2) Each party may disclose the other party's confidential information:

(a) to its employees, officers, representatives, sub-contractors or advisers who need to know such information for the purposes of carrying out the party's legal obligations; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

18. Law and Jurisdiction

Unless otherwise agreed in writing, the Contract and any dispute arising under it or in connection with it shall be governed by English law and each party irrevocably agrees that such dispute shall be subject to the exclusive jurisdiction of the English courts.

PART C: UKWA LTD CONTRACT CONDITIONS FOR LOGISTICS (2024)

Cat A: 5,000 to 50,000 sq ft
Membership No: 50223
Company: SFI Logistics Ltd

These conditions are copyright and reserved for use by current UKWA (UK Warehousing Association) members.
The Company provides all items and services on the following Conditions which can be varied only in writing by an Officer of the Company.
The Company is a member of UKWA and is not a common carrier.
If a Customer's acceptance document, purchase order or other communication, received by the Company before or after notification of these Conditions, contains terms at variance with these Conditions, then every such term shall be of no effect.

IMPORTANT NOTE

CONDITION 3 EXCLUDES THE COMPANY'S LIABILITY FOR SOME ASPECTS OF LOSS AND LIMITS IT FOR THE REMAINDER, WITH TIME LIMITS FOR CLAIMS. PLEASE READ IT CAREFULLY.

The Customer must insure the Goods. The Company does not insure Goods or underwrite their value and may not know their nature or value; the rates charged reflect this. The exclusion and limitation of liability in Condition 3 minimises the amount that the Company would otherwise need to charge to recover its insurance costs (or an amount in lieu to reflect risk).

THE COMPANY'S OBLIGATIONS

1.1. The Company will provide its services with reasonable skill and care. In the absence of written instruction to the Company given a reasonable time in advance with sufficient warning and detail, no particular precautions nor any special treatment need be taken or provided for the Goods by the Company or its subcontractors, nor shall time be of the essence for performance by the Company.

1.2. In the case of bulk Goods, unless the parties have agreed otherwise the Company may deal with and/or mix apparently similar goods consigned by or for the Customer without distinguishing between consignments.

1.3. In the case of carriage by the Company, its responsibility for the Goods starts when loading on the vehicle is complete and ends when the Goods are tendered for unloading. In the case of storage and / or processing it starts when they are accepted into store by the Company and ends when they are tendered by the Company or its subcontractors for collection, or the Company becomes aware of the grounds for their removal under Condition 2.2 or on the expiry of notice under Condition 7.1 or 7.2. Unless the contract between the parties provides otherwise, the Company is not responsible for loading or unloading the Goods but where the Company provides storage and carriage it shall also be responsible for the Goods while they are transferred from its vehicle into its store and vice versa. In the case of forwarding, the Company's responsibility is only to engage or propose apparently competent contractors and to give them adequate instructions (on the basis of, and limited to, matters known to the Company) in relation to the Goods; and in this case, or where the contract is for advice, it is not responsible for the Goods themselves.

1.4. The Company's duty is to the Customer only and not to any third party. Any advice given is only guidance and is for the Customer only and cannot be relied on by any other party.

1.5. Unless it states otherwise in writing, where the Company provides forwarding services it operates as the Customer's agent in dealing, or engaging others to deal, with the Goods.

1.6. For the purposes of the Fulfilment House Due Diligence Scheme and other matters relating to tax, excise, customs or duties, the Company acts as the direct representative of the Customer unless otherwise agreed in writing.

1.7. Except to the extent stipulated by the contract between the parties, the Company shall not be required to have any particular resource or configuration of security or surveillance devices on or around its premises. Cameras and other surveillance devices are for the purposes of record keeping only and the Company shall not be required to have them contemporaneously or regularly monitored.

1.8. Except to the extent expressly agreed between the parties, the Company is not responsible for stock rotation or consolidation in respect of Goods, and it is for the Customer to request specific action in writing and to pay the Company's charges for it.

CUSTOMER'S UNDERTAKINGS

2.1. It is a condition of the contract, and the Customer represents, warrants and undertakes, that:

2.1.1 It is either the owner of the Goods, or is authorised by the owner to accept these Conditions on the owner's behalf.

2.1.2 The Goods shall be presented to the Company (and/or anyone else dealing with them) securely and properly packed in compliance with any applicable statutory regulations, recognised standards and good practice; and that they and any Goods Transport Unit are and will remain in a condition to be safely handled, stored and/or carried and so as not to cause injury, damage, contamination or deterioration (or the possibility of them) to any person, premises, property, the environment, drains or watercourses, equipment or to any other items in any way. Where the Company is performing an operation or process on the Goods, they will be delivered to the Company in a condition where that operation or process can be done without further work (other than unpacking) by the Company.

2.1.3 Before the Company assumes any responsibility for or by reference to the Goods, the Customer will inform the Company in writing of any relevant matters; including any special precautions necessitated by the nature, size or shape, weight, condition or potential for deterioration of the Goods and any statutory or other requirements relevant to the Goods with which the Company or others may need to comply; and will promptly after invoicing pay the Company's reasonable extra charges for complying.

2.1.4 It will promptly on demand indemnify the Company against all duties, taxes, excise, customs and any other expenses that the Company has paid or may be required to pay in respect of the Goods; including where the liability to pay them is triggered by the fault, act or omission of the Company or its employees or sub-contractors.

2.1.5 The Goods will be delivered to the Company, and will remain, in a condition where they can be safely handled, stored or carried by the Company and the carrier of any despatch by the Company; and safely handled, stored or used by the consignee. Except to the extent previously notified in detail to, and accepted by, the Company in writing none of the Goods: are or may become or be deemed to be, (actually or potentially) hazardous, deleterious, contaminating or contaminated; may cause pollution of the environment, damage to property or other items or substances or harm to human health if they or any emanation escape from their packaging; require any official consent or licence (or would be illegal for the Company) to handle, possess, deal with or carry; or will at any time whilst in the possession, care or control of the Company constitute Waste. This provision applies whether or not the Company has inspected the Goods or opened any packaging.

2.1.6 The Customer will provide a risk assessment and/or method statement appropriate for handling the Goods. Where the Company is carrying the Goods, then unless otherwise previously agreed in writing the Customer will provide suitable facilities, equipment and methods for, and will procure, safe and prompt loading and unloading of the Goods at, any location not occupied by the Company in which they are being handled.

2.1.7 It will comply with any reasonable requirements of the Company relating to handling, packing, carriage, storage or forwarding of Goods (and ancillary matters) which are notified in writing from time to time.

2.1.8 Information given by or on its behalf shall be timely, correct and complete. The Customer will provide promptly any documentation, instructions or information which is relevant to the Goods, to any interest in them, to any services provided or to be provided by the Company, or to any actual or anticipated obligation of the Company related to either the Goods or the Customer. It will do so when, and in a format, reasonably requested by or on behalf of the Company; and in any case promptly on its own initiative when it becomes aware of any such thing material to the interests of the Company.

2.1.9 The Customer will be responsible for instructing the Company in writing on the order of stock removals and other specific action and the Company shall be entitled to charge for such work.

2.1.10 The Customer will not without the informed prior written consent of the Company consign Goods to the Company (or procure it) in circumstances where the Company may be held or deemed to have placed them on the market for the purposes of the General Product Safety Regulations 2005 or equivalent legislation.

2.2 The Customer will indemnify the Company against any expense, loss, claim or damage it suffers as a result of the Customer's instructions (or failure to give instructions or information); or which is related to any breach of the Customer's obligations to the Company or any other person or under the law; or to the Customer's insolvency, or complying with the instructions of a competent authority in respect of the Goods, or which arises from the application of general average; and will pay all costs and expenses (including professional fees) incurred in, and the Company's reasonable charges for, dealing with such matters and their consequences. The Customer will pay an extra charge equal to the amount of any fine or penalty payable by the Company wholly or partly as a consequence of compliance with the instructions, or of acts or omissions, of the Customer. If the Company suspects a breach of Condition 2, it may refuse to accept the Goods, demand their immediate removal, or itself arrange their removal without notice, at the Customer's expense.

INSURANCE, INDEMNITIES, AND THE COMPANY'S LIABILITY

3.1 Unless expressly agreed, the Company does not insure the Goods and the Customer shall make arrangements to cover the Goods against all insurable risks to their full insurable value (including all duties and taxes). The insurance referred to in Condition 3.5 is insurance against the Company's potential liability for breach of its obligations and not to cover the Goods themselves against loss, damage, etc.

3.2 Subject to Condition 3.3, the Company shall have no liability for Loss however arising.

3.3 If and to the extent that Loss is directly caused by negligence or wilful act or default of, or breach of duty owed to the Customer by, the Company, its employees (acting in furtherance of their duties as employees) or sub-contractors or agents (acting in furtherance of their duties as sub-contractors or agents) and subject to Conditions 3.4, 3.7 and 3.8, the Company will accept liability for Loss assessed on normal legal principles but not exceeding the Limit fixed pursuant to Condition 3.5. Any quantification of amount or value includes duties and taxes.

3.4 In no case shall the Company be liable for any lost profit, income or savings, business interruption, wasted expenditure, liquidated damages, or indirect or consequential loss; whoever may suffer or incur it.

3.5 In no case shall any liability of the Company (including inter alia any liability in respect of duties and taxes) exceed the Limit, fixed as follows:

3.5.1 Where potential Loss relates to Goods, the Customer may nominate the Limit as an amount (in Sterling, US Dollars or Euros) per tonne weight of the Goods by notice in writing stating the Limit it seeks and the nature and maximum value of the Goods, including duty and taxes. The Limit so nominated by the Customer shall apply in respect of any cause of action arising after the Date and thereafter for the period in which the nomination, and insurance to cover the Limit nominated, remains in effect. Unless (and until the day after) the Date is reached, 3.5.4 shall apply. The nomination shall cease to have effect in relation to Goods where the Company's lien is enforced over them or notice has been given by the Company to remove them under Condition 7 but has not been complied with, or the Customer gives notice in writing to that effect. Where the Company chooses to carry the further risk itself pursuant to 3.5.2, it may give 14 days notice in writing that the nominated Limit will cease to be in effect.

3.5.2 The Company will make reasonable efforts to obtain insurance on reasonable terms to cover its liability up to the Limit nominated by the Customer, unless it chooses to bear the risk without further insurance cover. It is a condition of the contract that the Customer pays within 7 days of receiving it or them the Company's invoice(s) for its costs in insuring against its potential liability up to the Limit, and/or to the extent that the Company elects to carry the risk itself, its extra charge to reflect its evaluation of the risk thus incurred.

3.5.3 If the Company obtains or extends insurance under 3.5.1 / 3.5.2 but the insurer does not pay the whole of a claim for a reason not arising directly and substantially from an act or default of the Company, then subject to 3.5.4 and 3.8, the Company's liability will be the greater of the gross amount actually paid by the insurer in respect of the claim or a Limit of £100 sterling per tonne.

3.5.4 Unless and until a higher Limit has been fixed under Condition 3.5.1 / 3.5.2 and continues in effect, or in any circumstances relating to Goods held under lien or which have not been removed in breach of Condition 7, the Limit shall be £100 sterling per tonne.

3.5.5 Where Loss does not relate directly to Goods (for example alleged negligent advice or data protection irregularities) the Limit applicable shall be £1000 per incident or series of connected incidents; but the Company does not limit or exclude direct liability for death or personal injury caused by its own act or default or that of its employees or agents.

3.6 Without prejudice to the Company's rights under Condition 6 to be paid free from deduction or set-off, any limitation of liability on the part of the Company shall be applied to any claim by the Customer before any set off or counterclaim is asserted against money payable to the Company.

3.7.1 The Company shall be discharged from all liability for any claim unless: it has received written notice of it within 10 days of the event giving rise to the claim coming to the knowledge of the Customer or consignee; and it has received, within 21 days of the event giving rise to the claim coming to the knowledge of the Customer or consignee, sufficient detail in writing to enable investigation. In the case of failure to deliver, time shall run from the second working day after the expected date of delivery.

3.7.2 Without prejudice to 3.7.1, the Company shall be discharged from all liability for any claim unless any legal proceedings (including any counterclaim) against the Company relating to the claim are issued and served within 9 months of the event giving rise to the claim.

3.8 The Company shall not be liable for any Loss to the extent that it is caused or contributed to by a breach of any of the Customer's obligations, or by a person for whom the Company is not responsible, or by any of the circumstances by virtue of which the Company is relieved of its obligations under Condition 8.

3.9 Any degree of performance by the Company of its obligations shall negate any allegation that it is refusing to perform them.

3.10 No Interested Party will make a claim or issue proceedings in respect of Loss against any Additional Party.

3.11 Without prejudice to Condition 3.10, if an Additional Party pays or is liable to make a payment to an Interested Party in connection with a claim for Loss, that Interested Party will fully indemnify the Company against any claim made by the Additional Party (including inter alia all costs and expenses) against the Company for reimbursement of, contribution to or indemnity against that payment to the extent that the claim added to any direct liability of the Company, and payments made by it, to all Interested Parties exceeds the Limit applicable to the Loss giving rise to the claim.

VARIATION IN LOCATION AND SUB-CONTRACTING

4.1 The Company shall be entitled to sub-contract on reasonable or industry standard terms all or any part of its obligations and in this event these Conditions shall continue to apply as between the Company and the Customer. Where the place at which Goods are to be handled or stored has been designated, the Company may if reasonable to do so vary such place, so long as the substitute place is of at least comparable quality. However, except where urgent the Company will obtain the Customer's consent (not to be unreasonably withheld or delayed) before storage is subcontracted or the designated place of storage is varied and will notify the Customer of the location of the Goods.

4.2 Where the Company provides carriage, it is entitled to hold Goods overnight or temporarily, or (where appropriate) consolidate or split them, at such interim destination as it chooses before the Goods are received into any designated store.

CHANGE OF CUSTOMER

5. If the Customer wishes to transfer the Goods or any part to the account of another person it shall give prior written notice to the Company. The notice shall not be effective unless before the effective date of the transfer the proposed transferee notifies the Company in writing that it wishes to become a customer, is to be bound by these Conditions and by any notice given under Condition 3, endorses any information provided by the Customer, will pay the Company's charges for the period after the effective date and the Company agrees in writing to the transfer. The Customer will pay the charges for the period until the later of the effective date, or acceptance by the Company of the notice and of the proposed transferee as a customer. In any event the Customer will remain jointly liable for charges and indemnities relating to Goods consigned by it to the Company. The Goods remain subject to any lien which applies at the time of transfer as security for amounts payable to the Company referable to periods before and after the effective date of the transfer.

CHARGES, PAYMENTS AND LIEN

6.1 The Company's charges are subject to VAT and may be increased by prior notice to the Customer. The notice shall be at least 7 days for increases reflecting any rise in fuel costs and at least 21 days otherwise. If the Customer does not agree to the increase it shall notify the Company in writing and will remove the Goods within 21 days after receipt of the Company's notice. If the Goods are not so removed then the increased charges will apply from expiry of the Company's notice. The Company has the right to charge for storage of the Goods for so long as it has custody of or is responsible for them.

6.2 The Customer will pay demurrage at the Company's standard rate (or a reasonable rate set by the Company if there is no standard rate) if the vehicle used by or on behalf of the Company to deliver the Goods is delayed for more than 60 minutes beyond the time reasonably needed for loading or unloading; and demurrage and storage charges if delivery is refused.

6.3 The Company's charges shall be paid without deduction or set-off at such periodic intervals as may have been agreed between the parties and in any event on the earliest of (a) the expiry of any agreed period of credit (b) when any amount payable to the Company by the Customer becomes overdue and (c) the time immediately before any of the Goods cease to be in the Company's care or control. The Company shall be entitled to payment for carriage at the time the Goods are loaded onto the vehicle. Absence of a delivery note shall not justify a refusal by the Customer to pay.

6.4 Interest shall be paid on money overdue to the Company at the rate of 1.5% for each calendar month during all or part of which it is overdue.

6.5 The Company shall (on its own behalf and as agent for any assignee of its invoices) have a general and particular lien on the Goods (and any associated documentation or records) as security for payment of all sums (whether due or not) claimed by the Company from, or actually or prospectively payable to the Company by, the Customer or another Interested Party on any account (relating to the Goods or not), or otherwise claimed in respect of the Goods or other property of an Interested Party. Where a lien secures sums payable to or claimed by the Company, it shall continue to apply to Goods to cover those sums notwithstanding any transfer of ownership of Goods, or change of customer. Storage shall be charged for any goods detained under lien or where the Company is required by any competent authority to retain them. The Company does not insure Goods detained under lien. Where Goods are held by the Company's subcontractor or agent that constitutes possession and control by the Company for the purposes of any lien asserted by the Company.

REMOVAL AND DISPOSAL OF GOODS

7.1 The Goods shall be removed by the Customer at the time agreed between the parties. Removal of Goods at the request of the Customer is subject to the availability to the Company of staff, equipment and relevant capacity without incurring additional cost or causing disruption to the Company's normal operations. However the Company may at any time by notice in writing to the Customer require the removal of the Goods within 14 days from the date of such notice or, in the case of perishable goods, 3 days; or immediately in case of urgency.

7.2 Where the Customer fails to comply with Condition 7.1, or any payment from the Customer is overdue, the Company may, without prejudice to its other rights and remedies against the Customer, suspend activity and/or notify the Customer in writing that the Goods may be or are being sold or otherwise disposed of. If the notice is solely because of a failure to pay the Company will allow 14 days for payment from the date of such notice before it effects sale or disposal. If the notice is for any other reason there is no minimum period of notice and the Company shall be entitled to take any action it considers expedient to deal with perishable, deleterious or hazardous Goods or in case of urgency. On expiry of the period, if such payment has not been made (or if applicable the Goods have not been so removed) the Company may sell or otherwise dispose of the Goods or any part at the Customer's entire risk and expense by such method and at such price (if any) as it considers appropriate. The Company will account to the Customer for any proceeds of sale or disposal after deduction of all expenses and amounts claimed by the Company and any assignee of its invoices. The Company shall not be liable for any alleged failure to achieve a sufficient sale price for the Goods. The Company (and any person deriving title to Goods through it) shall be entitled to use under licence in connection with the disposal of Goods any copyright material or trade marks, and pass on any manufacturer's standard warranty, relating to them which would be available to an authorised retailer of the Goods.

7.3 Notice or action by the Company under this condition shall not in itself terminate the contract between the parties unless the Company expressly states so.

7.4 The time periods in this Condition may be extended by the Company in its discretion.

FORCE MAJEURE

8. The Company shall be relieved of its obligations to the extent that their performance is prevented or delayed by, or their non-performance results wholly or partly from, the act or omission of the Customer or anyone acting on its behalf or with its authority or an Interested Party or by storm, flood, fire, explosion, civil disturbance, war, epidemic or pandemic, governmental, regulatory or quasi-governmental action directive or restriction, breakdown or unavailability of premises, equipment or labour, or other cause beyond the reasonable control of the Company.

DATA AND CONFIDENTIALITY

9.1 Each party will observe its obligations under the General Data Protection Regulation and other applicable data protection legislation including the Data Protection Act 2018.

9.2 Unless otherwise agreed in writing the Company will be a data processor and the Customer will be the data controller of personal data relating to or supplied by or on behalf of the Customer or consignees of the Goods.

9.3 The Company will process personal data in accordance with the Customer's written instructions. The Company may use data supplied by or on behalf of the Customer for purposes appropriate to the performance of the Company's obligations, the exercise of the Company's rights or for business planning by the Company. The Company may share data with a Subcontractor as sub-processor (which shall be subject to an equivalent level of protection for data as applies to the Company) for the provision of the Company's services to the Customer, and also share data with any government, regulatory or statutory authority where legally required.

9.4 Subject to the provisions of this clause and applicable legislation, the Company and the Customer shall each use all reasonable endeavours to keep confidential information or data supplied by or on behalf of the other which is expressed to be confidential or which is of such a nature that it should clearly be regarded as confidential by a reasonable person.

TUPE AND SERVICE PROVISION CHANGE

10.1 Where there is an Inward TUPE Transfer, the Customer will indemnify the Company against all liability and expense (including inter alia the cost of taking advice) which the Company may incur in connection with:

10.1.1 the employment or the termination of employment, before the Effective Time, of any Employee;

10.1.2 any failure by the Transferor to comply in a timely manner with its legal obligations in respect of any of the Employees;

10.1.3 the transfer to the Company, by virtue of TUPE or otherwise, of the employment of any person or the applicability of terms of employment, other than those previously notified to, and previously accepted by, the Company in writing;

10.1.4 any act or omission of the Transferor, on or before the Effective Time, for which the Company becomes liable by virtue of TUPE or otherwise; or

10.1.5 the Transferor's failure to comply with its obligations under regulation 13 of TUPE.

10.2 Where there is an Outward TUPE Transfer, the Customer will indemnify the Company against all liability and expense (including inter alia the cost of taking advice) which the Company may incur in connection with the Transferee's failure to comply in a timely manner with its legal obligations, including without limitation those under regulation 13 of TUPE.

GENERAL

11.1 Each exclusion or limitation of liability in these Conditions exists separately and cumulatively.

11.2 Signature on a delivery note on behalf of a Customer or its consignee or a carrier engaged by or on behalf of either is evidence that the Goods have been received in apparently good order save as noted.

11.3 The Company may open packaging or Goods Transport Units to inspect them or Goods they contain.

11.4 Any notice shall be duly given if left at or sent by first class prepaid post to the last known address of the other party or by facsimile to the last notified number evidenced by a successful transmission record, or by email to the last address notified for the purpose of service. It shall be deemed to have been received: if posted 2 working days after posting (4 working days if sent abroad), and if sent by facsimile or email, one working day after sending subject to confirmation of successful transmission (fax) or delivery (email).

11.5 "Writing" includes email.

11.6 Delay or failure by either party to assert or enforce its rights shall not be a waiver of them. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. Nothing done or stated by the Company (other than to the extent specifically expressed in writing by the Company) shall constitute a waiver of the Company's rights under Conditions 6 and 7.

11.7 The intellectual property rights in designs, software or other works created by or on behalf of the Company shall be and remain the property of the Company. That is the case whether or not the Customer or other party has paid the costs of origination or development, but in such circumstances the Customer shall have a non-assignable licence to use it for its own purposes in the performance of the contract with the Company for so long as the contract continues.

GOVERNING LAW

12. In the contract between them the Company and the Customer may agree and specify the country or jurisdiction whose laws shall apply to it and whose courts shall have jurisdiction in resolving disputes arising in connection with it or relating to Goods. In the absence of such agreement or in case of uncertainty, the law of England shall apply and disputes will be dealt with exclusively by the English courts.

DEFINITIONS

13. Terms used in these Conditions have the following meanings:

"Additional Party" means any employee, worker, agent or sub-contractor of the Company, or anyone entitled to an indemnity, reimbursement or contribution from the Company in respect of a claim by an Interested Party.

"Company" means the UKWA Member trading under these Conditions, or agreeing to provide, or providing, services and/or items whether under a contract or otherwise.

"Customer" means any person or entity requesting or receiving services and/or items supplied (or to be supplied) by or on behalf of the Company; and also the principal of any agent making such a request.

"Date" means the latest of (1) the date on which the insurance cover referred to in 3.5.2 comes into force; (2) the date on which the Company notifies the Customer in writing that it has chosen to carry the risk of the nominated Limit without insurance to that level; and (3) the date on which the Company's invoice rendered under 3.5.2 is paid in cleared funds.

"Effective Time" means the time at which the employment of any person (or liabilities relating to that person) are transferred to the Company under TUPE.

"Employee" means a person employed or previously employed by the Transferor and who is, or whose rights are, affected by the TUPE Transfer.

"Goods" means goods (including any associated documents, packaging, Goods Transport Unit(s) and equipment) to which the contract relates or which are in the possession of the Company.

"Goods Transport Unit" means any container, packaging, pallet or other platform used in connection with the transport of Goods.

"Interested Party" means the Customer and/or anyone with an interest in the Goods (excluding the Company). Any obligation of the Interested Party is borne jointly and severally if more than one entity.

"Inward TUPE Transfer" means a situation where the Company is (or is expected to be) a transferee for the purposes of TUPE as a result of providing services to or for the benefit of the Customer (or intending to do so).

"Limit" means a limit per tonne gross weight of that part of the Goods in respect of which a claim arises.

"Loss" includes (without limitation) loss of any kind, theft, destruction, damage, unavailability, stock shortage, actual or deemed contamination, deterioration, delay, non-delivery, mis-delivery, unauthorised delivery, non-compliance with or breach of instructions or obligations, deviation from bailment, incorrect advice or information, loss or corruption of data, breach of data protection or processing obligations, interference with or disruption of information technology systems, breach of duty; any event giving rise to any liability of an Interested Party to any other person or authority; and anything else giving rise to liability of the Company in connection with services or items provided or to be provided by it.

"Officer" includes a Director or Company Secretary; General Manager; Partner; or member of a Limited Liability Partnership.

"Outward TUPE Transfer" means a situation where the Company is (or is expected to be) a transferor for the purposes of TUPE as a result of the transfer of operations previously carried out for the Customer.

"Subcontractor" means a party engaged at the behest of the Company to perform some or all of the Company's obligations.

"Transferee" means a transferee as defined by TUPE.

"Transferor" means a transferor as defined by TUPE.

"TUPE" means the Transfer of Undertakings (Protection of Employment) Regulations 2006 (and any successor legislation) and also includes any other legislation under which employment or liabilities arising from employment transfer by operation of law.

"UKWA Member" means any person or entity who is or was a member of UKWA when any relevant agreement is or was entered into, or when any relevant matter or event occurs or occurred.

"Waste" bears its general meaning and also includes "Waste" and "Directive Waste" as defined legislatively.

Copyright reserved 2024 UKWA Ltd. Used by SFI Logistics Ltd as a member of the UK Warehousing Association (membership no. 50223).

PART D: INSTALLATION AND ON-SITE SERVICES TERMS

D1. Scope

D1.1 This Part applies where SFI installs, assembles, positions, decommissions, dismantles or carries out similar work on goods at your premises or at a site you nominate ("Site Services").

D1.2 SFI does not supply the goods. SFI gives no warranty as to the design, manufacture, quality, condition, performance, compliance or fitness for purpose of any goods, all of which remain the responsibility of you or the manufacturer or supplier.

D1.3 Site Services do not include structural or building works, fixing to walls, floors or ceilings, electrical contracting, plumbing, data cabling, or work on fire, security or building management systems, unless expressly agreed in writing.

D2. Your responsibilities

You must, at your own cost, and must ensure that any person in control of the site will:

(a) ensure the site is safe, clear, clean and ready on the agreed date, with the working area free of other trades, furniture and obstructions unless agreed otherwise;

(b) provide safe and adequate access for SFI's vehicles, personnel and equipment, including loading bays, parking, service lifts, permits and any building management consent, at the agreed times;

(c) tell SFI in writing before the work starts of any site rules, restricted hours, access limitations, hazards, asbestos or other known risks, and provide relevant risk assessments on request;

(d) arrange protection of floors, walls, lifts and fixtures where required by the building or landlord, unless SFI has quoted to provide it;

(e) provide power, lighting and welfare facilities for SFI's personnel; and

(f) ensure all goods, fixings, components and instructions needed for the work are available on site.

SFI’s personnel are entitled to rely on the suitability and safety of the premises, power supply and working environment provided by you or on your behalf.

D3. Delays and aborted visits

D3.1 If SFI is delayed or prevented from working because of a failure under D2, or because of other trades, missing or damaged goods, or instructions given on site, SFI may charge for waiting time and any additional attendance at its standard rates, in addition to the quoted charge.

D3.2 SFI may refuse to start or continue work on any site it reasonably considers unsafe. Charges under D3.1 and A7.4 apply.

D4. Checking the goods

D4.1 SFI is not responsible for checking the goods against your order or specification unless agreed in writing. Shortages, defects or damage present in the goods when delivered to SFI or to site are not SFI's responsibility.

D4.2 If SFI's personnel notice that goods appear damaged or incomplete, they may stop work on those goods and report it to you. Any additional attendance is chargeable under D3.1.

D5. Standard of work and defects

D5.1 SFI will carry out Site Services with reasonable skill and care, in line with the manufacturer's instructions where provided.

D5.2 You must inspect the work on completion. Any defect in SFI's workmanship must be notified to SFI in writing, with photographs, within 3 working days of completion. SFI's only obligation for a defect properly notified is to return and correct it at no charge, or, at SFI's option, refund the charge for the affected work.

D5.3 SFI is not responsible for defects arising from fair wear and tear, misuse, alteration, relocation by others, or the condition or design of the goods.

D6. Damage to premises and property

D6.1 SFI is liable for physical damage to your premises or property, other than the goods themselves, only where it is proved to have been caused by the negligence of SFI or its personnel or subcontractors.

D6.2 Any such damage must be notified to SFI in writing, with photographs, on the day of the work, or where it could not reasonably have been discovered on the day, within 2 working days of completion. SFI must be given a reasonable opportunity to inspect the damage, and to arrange the repair itself, before any repair is carried out by others.

D6.3 SFI’s total liability for damage to premises and property arising from any one occurrence is limited to the reasonable cost of repair or reinstatement, and shall not exceed £1,000,000.

D6.4 Liability for loss of or damage to the goods themselves is governed by Part B while in transit and Part C while in storage. While the goods are on site for Site Services, the limits in Condition 12 of Part B apply as if the goods were in transit.

D7. Electrical items

Electrical components forming part of the goods, such as integrated power modules or desk motors, are connected only where pre-fitted to the goods and connected to a standard power outlet. SFI does not test, certify or warrant electrical components and is not liable for their defect, malfunction or failure unless caused by SFI's proven negligence.

D8. Packaging and waste

D8.1 SFI removes packaging and waste only where included in its quotation. Waste removal is subject to the volume quoted; excess volumes are chargeable.

D8.2 SFI does not remove hazardous waste, electrical waste or goods for disposal unless agreed in writing, and where agreed SFI will dispose of them in accordance with applicable law.

D9. Sign-off

D9.1 On completion, you or your representative on site should sign SFI's job sheet or electronic sign-off, noting any issues.

D9.2 A signed sign-off with no issues noted is evidence that the work was completed, and that the premises and goods were in good order, at that time. If no one is available to sign, or you decline to sign, the work is treated as complete when SFI's personnel leave site, and SFI's invoice is not delayed.

D10. Exclusions

SFI is not liable for loss of profits, loss of sales or business, loss of use, business interruption, loss of contracts, loss of or damage to goodwill, penalties or fines imposed by third parties, or any indirect or consequential loss, however arising.

D11. Indemnity

You will indemnify SFI against all losses, claims, liabilities and costs arising from site conditions, your failure to comply with D2, instructions given on site by you or anyone at the site, or the condition, design or suitability of the goods.