Freight Services Terms & Conditions

1.0 Documents forming this Agreement and order of precedence

1.Our agreement for Freight Services (“this Agreement”) is comprised of these terms and conditions and, as applicable, the Customer Registration Form, the Service Request Form (for one-off or infrequent transactions only), and the Standard Operating Procedure document (for regular, repeatable transactions only) and Power of Attorney (for customs clearance services only).

2.For ad-hoc, one-off transactions the items comprising this Agreement shall have the following order of precedence: (a) Service Request Form (b) Customer Registration Form (c) Power of Attorney (if applicable) (d) these terms and conditions

3. For regular, repeatable transactions (for example, longer term freight forwarding or UK Customs clearance) the items comprising this Agreement shall have the following order of precedence (a) Standard Operating Procedure document (b) Customer Registration Form (c) Power of Attorney (if applicable) (d) these terms and conditions

1.0 Parties

Service Provider: 3T Logistics Ltd, 4 Thorpe Way, Grove Park, Enderby, Leicester, LED19 1SU, company registration 03973355

Customer: the customer named on the Customer Registration Form or Service Request Form

2.0 Services

The Service Provider will supply either or both of the following Services in consideration of the payment of the charges by the Customer, in accordance with this Agreement

· Freight Services

· UK Customs Clearance Services

In providing Freight Services the Service Provider will arrange carriage to meet the Customer’s transportation service, geographic, model and cost requirements.

In providing UK Customs Clearance Services the Service Provider will act on behalf of the Customer in the capacity of a direct representative, i.e. to submit customs declarations in the name of and on behalf of the Customer in accordance with Articles 18 and 19 of Regulation (EU) No. 952/2013 and section 21(1) of the Taxation (Cross-border Trade) Act 2018.

For regular, repeatable transactions detailed operating procedures will be agreed and documented within a Standard Operating Procedure (SOP) in advance. The SOP may be modified at any time by mutual agreement. The SOP will detail the required service levels.

3.0 Service Provider’s Obligation

The Service Provider shall ensure that the Services shall be:
Supplied and rendered by appropriately experienced, qualified and trained personnel with reasonable skill, care and diligence including but not limited to good industry practice and in accordance with its own established internal procedures; and

Performed in compliance with all applicable laws, enactments, orders, regulations, and other similar instruments (including but not limited to all applicable health and safety legislation).

The Service Provider shall ensure that:

1. It will co-operate with the Customer and supply such information and assistance as the Customer may require; and

2. It will comply with the requirements of any agreed SOP.

4.0 Customer’s Obligations

The Customer shall ensure that:

1. It will co-operate with the Service Provider and supply such information and assistance as the Service Provider may require; and

2. It will comply with the requirements of any agreed SOP.

5.0 Charges

The Service Provider will document the charges as follows:

1. For ad-hoc, one-off or infrequent transactions the charges will be set out within the Service Request Form.

2. For regular, repeatable transactions the charges will be set out within the SOP.

Costs & charges quoted by the Service Provider are expressed net of Value Added Tax.

VAT shall be additionally payable where applicable

Specific details relating to cancellation charges can be found within the following standard conditions of carriage (as applicable)

· Domestic Road Transport: R.H.A. – Read More

· International Road Transport: C.M.R. – Read More

6.0 Invoicing & Payment

1. Payment Terms:

· For Customs Duties & VAT immediate payment on signature of Customer Registration Form or Service Request Form

· Nett 30 Days from date of invoice for all other charges (unless otherwise stated/agreed)

2. The Service Provider reserves the right to charge the Customer interest at the rate of two percent (2%) above the base rate of Barclays Bank, on any overdue correctly levied invoice for payment. Interest will be charged from the date the payment fell due to the actual date of payment.

3. If the Customer has a bona fide dispute in respect of the whole or any part of any invoice issued by the Service Provider, it shall notify the Service Provider’s credit control department of the nature of such dispute in writing within fourteen (14) days of receipt of the invoice giving all relevant details. Any invoice not so disputed within such fourteen (14) day period shall be deemed to be accepted by the Customer and payment shall be made in accordance with this Agreement.

4. If the Customer properly notifies the Service Provider in accordance with Clause 6.3 the Customer shall be entitled to withhold payment of the amount in dispute but shall nevertheless pay the undisputed part in accordance with this Agreement.

5. The parties shall co-operate in good faith to resolve the dispute over any invoice as amicably and promptly as possible and on settlement of any dispute the Customer shall make the appropriate payment in accordance with this Agreement and with respect to any such settled amount any agreed period within which payments are due to be made shall commence on the date on which the dispute is resolved.

7. Assignment & Sub-Contracting

The Service Provider shall be entitled to assign, transfer or sub-contract any of its obligations under this Agreement to any third-party subcontractor or to any other member of its Group, provided that the Service Provider shall remain fully liable to the Customer for the performance of any sub-contractor.

8. Liabilities & Risk

1.The following provisions set out the Service Provider’s entire liability (including any liability for the acts and omissions of its employees, agents or sub-contractors) to the Customer in respect of:

· any breach of its obligations arising under this Agreement; and

· any representation, statement or tortious act or omission including negligence arising under or in connection with this Agreement.

2. Any act or omission on the part of the Service Provider or its employees, agents or sub-contractors falling within Clause 8.1 shall for the purposes of this Clause be known as an “Event of Default”.

3. The Service Provider’s liability to the Customer for (i) fraud (ii) any other liability which it is not permitted to exclude or limit as a matter of law and (iii) death or personal injury resulting from negligence shall not be limited.

4. Subject to any exclusion specifically provided for in this Agreement and to the limit set out in Clause 8.5 below the Service Provider shall accept liability to the Customer in respect of damage to the tangible property of the Customer resulting from any Event of Default.

5. Subject to the provisions of Clause 8.3 above the Service Provider’s entire liability in respect of any Event of Default shall be limited to damages of a maximum amount of one million pounds (£1,000,000) to the extent that such Event of Default is the subject of insurance cover effected by the Service Provider and in existence at the date of such Event of Default but otherwise the Service Provider’s entire liability for Events of Default under this Agreement shall be limited to a refund of the charges relating to the transaction in question.

6. Subject to Clause 8.3 above the Service Provider shall not be liable to the Customer in respect of any Event of Default for loss of profits, anticipated savings, loss of business, damage to goodwill or any type of special, indirect or consequential loss (including loss or damage suffered by the Customer as a result of an action brought by a third party) even if such loss was reasonably foreseeable or the Service Provider had been advised of the possibility of the Customer incurring the same.

7. If a number of Events of Default give rise substantially to the same loss then they shall be regarded as giving rise to only one claim.

8. Except in the case of an Event of Default arising under Clause 8.3 above the Service Provider shall have no liability to the Customer in respect of any Event of Default unless the Customer shall have served notice of the same upon the Service Provider within three (3) months of the date it became aware of the circumstances giving rise to the Event of Default or the date when it ought reasonably to have become so aware.

9. Insurance & Product Liability

In the provision of transport services, the Service Provider will operate under the following standard terms & conditions:

· Domestic Road Transport: R.H.A. – Read More

· International Road Transport: C.M.R. – Read More

10. Data Protection

The Customer and Service Provider shall comply with all relevant national and international data protection laws and regulations, including the Data Protection Act 2018. If so required, the parties will enter in a separate data processing agreement.

11. Non-Solicitation of Employees

1. Neither party shall employ or otherwise engage on any other basis any persons directly employed by or contracted to the other party that has been associated with the provision of the Services without the consent in writing of the other party.

2. The Customer shall not approach, hold discussions with or engage to provide any services similar to the Services a carrier that has performed any part of the Services during the previous twelve months without the consent in writing of the Service Provider.

12. Confidentiality

The parties shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to them by the other party or its agents and any other confidential information concerning the other party’s business or its products which the first party may obtain and the parties shall restrict disclosure of such confidential material to such of their employees, agents or sub-contractors which need to know the same for the purpose of discharging its obligations and shall ensure that such employees, agents or sub-contractors are subject to like obligations of confidentiality as bind such party.

13. Intellectual Property Rights

The Intellectual Property Rights supplied, prepared or developed by a party shall remain or become vested in the originating party. “Intellectual Property Rights” means any patent, copyright, database right, moral right, design right, registered design, trade-mark, service mark, domain name, metatag, know-how, utility model, unregistered design or, where relevant, any application for any such right, or other industrial or intellectual property right subsisting anywhere in the world

14. Applicable Law & Jurisdiction

This Agreement is governed by and is to be construed in accordance with English law.

15. Force Majeure

Each party reserves the right to defer the performance of any of its obligations under this Agreement other than in relation to the payment of money or to cancel any order or reduce the volume of the Services if it is prevented from or delayed in the carrying out its obligations due to circumstances beyond its reasonable control including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce) or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials

16. Waiver

No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

17. Notices

Any notice or other communication given to a party under or in connection with this Agreement shall be in writing and shall be:
(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or (b) sent by email to the address specified in the Customer Registration Form or Service Request Form (in the case of the Customer) or to info@3t-europe.com (in the case of the Service Provider. Any notice or communication shall be deemed to have been received: (a) if delivered by hand, at the time the notice is left at the proper address; (b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second business day after posting; or (c) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 19, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

18. Termination

Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if: (a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 10 days after being notified to make such payment; (b) the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 10 days after being notified in writing to do so; or (c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts. Without affecting any other right or remedy available to it, either party may terminate this Agreement on giving not less than 3 months’ written notice to the other party. Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination.