1. Definitions
1.1 In these terms and conditions, the following words have the meanings or shall be interpreted as stated below:
- Agreement: the agreement for the provision of Services by PackPro Fulfilment Limited to the Client, of which these terms and conditions form part;
- Brexit: the withdrawal of the United Kingdom from the European Union;
- Business Day: any weekday (Monday to Friday), excluding public holidays in England;
- Company: PackPro Fulfilment Limited (Company Number: 15644958);
- Conditions: these terms and conditions;
- Confidential Information: all names, addresses and details of the Client’s customers, product specifications, designs, and any other confidential information supplied to PackPro in connection with this Agreement;
- Client: the person, firm, or company who purchases Services from PackPro;
- Goods: the goods and/or materials which are the subject of the Services provided by PackPro;
- Handling Charges: the charges payable by the Client for the Services, as detailed in PackPro’s estimates, quotations, or agreed pricing schedules;
- Insolvency Event: where any of the following occurs:
- (a) the appointment of a receiver, administrative receiver, administrator, manager, or official receiver over the Client’s assets or business;
- (b) the Client enters liquidation, except for the purposes of a solvent restructuring;
- (c) any distress, execution, or sequestration is levied on the Client’s assets and is not discharged within seven (7) days;
- Services: storage, warehousing, order processing, picking, packing, dispatch services, and any other services provided or agreed to be provided by PackPro under this Agreement;
- Service Levels: the performance and service targets agreed in writing between the parties from time to time;
- VAT: value added tax chargeable under UK law.
1.2 References to statutes include references to those statutes as amended, extended, re-enacted, or replaced from time to time, and to all subordinate legislation made under them.
- 1.3 Words in the singular include the plural and vice versa; references to any gender include all genders; references to persons include natural persons, corporate bodies, partnerships, and other legal entities.
- 1.4 Headings are for convenience only and do not affect the interpretation of these Conditions.
2. Application of Conditions
2.1 These Conditions:
- 2.1.1 Apply to and are incorporated into the Agreement; and
- 2.1.2 Take precedence over any inconsistent terms or conditions in the Client’s purchase order, confirmation of order, or other correspondence, or any terms implied by law, trade custom, practice, or course of dealing.
2.2 Any quotation or estimate issued by PackPro constitutes an offer to supply the Services subject to these Conditions. No binding Agreement shall arise until:
- 2.2.1 The Client issues a written acceptance of the estimate; or
- 2.2.2 PackPro commences the provision of the Services at the Client’s request, whichever is earlier.
2.3 The Client’s own terms and conditions (whether attached to a purchase order or otherwise) shall not apply.
2.4 All PackPro estimates are valid for thirty (30) days from the date of issue unless withdrawn earlier. After this period, they automatically lapse.
PackPro’s Obligations
3.1 PackPro will use reasonable care and skill in providing the Services in accordance with generally accepted commercial practices and the Service Levels agreed in writing.
3.2 PackPro shall provide suitably qualified and experienced personnel to perform the Services to a high standard.
3.3 PackPro’s personnel will be available to provide support and account management from 9:00 a.m. to 5:00 p.m. on Business Days, excluding public holidays and any other agreed closures, with at least thirty (30) days’ prior notice of such closures provided where applicable.
3.4 PackPro shall permit the Client, upon reasonable notice and by prior appointment, to:
- Inspect the premises where the Services are provided for the purpose of verifying records and documents relating to the Services; and
- Conduct stock counts or attend PackPro’s own stock counts.
3.5 PackPro shall implement and maintain a documented quality control system to ensure the Service Levels are consistently met.
3.6 PackPro may use subcontractors or agents at its discretion to perform all or part of the Services.
4. Client’s Obligations
4.1 The Client shall cooperate fully with PackPro in all matters relating to the provision of the Services.
4.2 The Client warrants that it will not supply any illegal, hazardous, dangerous, or prohibited goods to PackPro. Should the Client breach this obligation, the Client shall be fully liable for any resulting loss, damage, or legal consequences and shall indemnify PackPro accordingly. PackPro reserves the right to destroy or otherwise dispose of such goods at the Client’s cost.
4.2.1 Prohibited Goods List (including but not limited to):
- Animals and wildlife products
- Alcoholic Beverages
- Bootleg recordings
- Counterfeit currency and stamps
- Credit cards
- Drugs and drug paraphernalia
- Firearms, ammunition, replicas, and militaria
- Government identification, licences, and uniforms
- Hazardous materials
- Human parts and remains
- Items encouraging illegal activity
- Lock-picking devices
- Offensive materials
- Replica, counterfeit, and unauthorised copies
- Stolen property
- Stocks, bonds, and securities
- Tobacco
- Weapons and knives
4.3 The Client shall indemnify PackPro against all liabilities, costs, expenses, damages, and losses (including legal and professional fees) arising from:
- The Client’s negligence, fraud, or failure to comply with its obligations under this Agreement;
- Any claim that the Goods do not belong to the Client or that the Client is not authorised to instruct PackPro in relation to the Goods.
4.4 The Client shall indemnify PackPro for any customs duties, taxes, levies, fines, penalties, or additional costs incurred in shipping the Client’s Goods internationally.
4.5 Where PackPro pays any such duties, taxes, or charges on behalf of the Client:
- 4.5.1 PackPro shall be deemed to act as the Client’s authorised agent for this purpose.
- 4.5.2 The Client shall settle any related invoices issued by PackPro immediately upon receipt.
5. Charges and Payment
5.1. The Client agrees to pay the Handling Charges, which may be reviewed annually by the parties or otherwise agreed in writing.
5.2. Invoices for ongoing fulfilment activity will be issued on a weekly basis. Invoices for any special projects (as agreed in writing by the parties) will be issued upon completion of the project or as otherwise agreed in writing. All invoices shall be issued by PackPro electronically as PDF files.
5.3. The Client will pay each invoice submitted by PackPro, in full and in cleared funds, no later than 7 business days from the invoice date.
5.4. Without prejudice to any other right or remedy available, if the Client fails to pay PackPro on the due date, PackPro may:
- 5.4.1. suspend all Services until payment has been made in full.
5.5. Time for payment to PackPro is of the essence of this Agreement.
5.6. PackPro will have a general lien over the Goods in its possession as security for any sums owed by the Client under this Agreement or otherwise. Storage will be charged for any goods detained under lien. If any lien is not satisfied within a reasonable time, PackPro may, at its absolute discretion, sell the Goods concerned and apply the proceeds toward settlement of the outstanding debt and the costs of sale.
5.7. PackPro may, without prejudice to any other rights it may have, set off any liability of the Client to PackPro against any liability of PackPro to the Client.
5.8. Where the Client is a private company, it is PackPro’s usual practice to require one or more of the directors or shareholders (‘responsible individuals’) to be potentially personally responsible for payment of PackPro’s charges. While PackPro would normally expect payment from the Client, it reserves the right to recover payment from responsible individuals.
- 5.8.1. If there is more than one responsible individual, liability is joint and several, meaning each individual is responsible for the full amount owed to PackPro. If this were to occur, that individual would typically have the right to seek reimbursement from the others.
- 5.8.2. The liability of responsible individuals is a primary liability, which means PackPro is entitled to claim directly against responsible individuals without having to claim against the Client first. PackPro would only exercise this right if absolutely necessary.
6. Confidentiality and Data Protection
- 6.1. PackPro will treat as confidential all information disclosed by the Client. This information will only be disclosed to any subcontractor, agent, or third party to the extent necessary to perform the Services. This obligation will not apply to information known to PackPro prior to disclosure, disclosed by a third party without confidentiality restrictions, or which enters the public domain other than through PackPro’s breach.
- 6.2. The Client will comply with its obligations under the Data Protection legislation regarding all personal data transferred to PackPro and will indemnify PackPro against all costs, claims, demands, actions, liabilities, damages, and expenses arising from any such breaches.
- 6.3. The parties acknowledge that for the purposes of Data Protection legislation, the Client is the data controller and PackPro is the data processor. PackPro will only retain personal data on its systems in line with the Client’s instructions and will process such data solely to perform the Services.
- 6.4. PackPro shall:
- 6.4.1. have appropriate and proportionate technical and organisational measures in place to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction, or damage.
- 6.4.2. ensure all personnel with access to or processing personal data are bound by confidentiality obligations.
- 6.4.3. cooperate with and assist the Client (at the Client’s cost) in responding to any data subject request and in complying with security, breach notifications, impact assessments, and regulatory consultations.
- 6.4.4. provide assistance to enable the Client to comply with data protection requirements, including responding to third-party requests.
- 6.4.5. notify the Client within one working day of becoming aware of a personal data breach.
- 6.4.6. cooperate in taking all reasonable measures required to address and mitigate the impact of a personal data breach.
- 6.5. Upon completion of the Services, the Client will instruct PackPro on the return or destruction of personal data.
- 6.6. The Client must ensure that any computer data supplied to PackPro is clean, uncorrupted, capable of being processed, and virus-free. If corrupt or virus-infected data is received, PackPro may either return the data to the Client or decontaminate it at the Client’s expense. Any corruption during electronic transmission to PackPro is at the Client’s risk.
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7. Limitation of Liability
7.1. This clause outlines the entire financial liability of PackPro (including its employees, agents, and subcontractors) to the Client for:
- 7.1.1. any breach of this Agreement;
- 7.1.2. any use of the Services; and
- 7.1.3. any representation, statement, or tortious act or omission (including negligence) arising under or in connection with this Agreement.
7.2. All warranties, conditions, and terms implied by statute or common law are excluded to the fullest extent permitted by law.
7.3. Nothing in this Agreement excludes or limits PackPro’s liability:
- 7.3.1. for death or personal injury resulting from negligence; or
- 7.3.2. for fraud or fraudulent misrepresentation.
7.4. Subject to clauses 7.2 and 7.3, PackPro will not be liable for:
- (a) loss of profits;
- (b) loss of business;
- (c) loss of goodwill;
- (d) loss of anticipated savings;
- (e) loss of goods;
- (f) loss of contract;
- (g) loss of use;
- (h) corruption of data or information; or
- (i) any special, indirect, consequential, or pure economic loss, costs, damages, charges, or expenses.
- 7.5. PackPro’s total liability will be limited to the Handling Charges paid for the Services.
- 7.6. PackPro will not be liable for any delays or costs arising from any act or omission by the Client, its agents, subcontractors, or employees, or as a result of any Brexit-related processes.
- 7.7. The Client acknowledges that it has not relied on any representation or assurance that is not expressly included in this Agreement.
- 7.8. No legal proceedings (including any counterclaim) may be brought against PackPro unless issued and served within nine months of the event giving rise to the claim.
8. Insurance
8.1. The Goods are stored and dispatched by PackPro entirely at the Client’s risk. PackPro accepts no liability for loss or damage to the Goods, regardless of cause.
8.2. The Client is responsible for arranging suitable insurance cover for the Goods.
8.3. PackPro is not responsible for determining whether the Client requires insurance.
8.4. PackPro will not be liable for any shortfall in the Client’s insurance recovery.
9. Termination
9.1 This Agreement will continue for the agreed minimum period and may be extended by mutual agreement.
9.2 Either party may terminate this Agreement by giving at least thirty (30) days’ written notice to the other.
9.3 If the Client terminates the Agreement, the Client shall be liable to pay:
- All outstanding invoices for Services provided up to the termination date; and
- The minimum invoice charge as set out in the pricing schedule or as otherwise agreed. This minimum charge shall be payable in full during the thirty (30) day notice period, regardless of whether Services are actively utilised during this time.
9.4 PackPro may terminate this Agreement with immediate effect by written notice if:
- The Client fails to pay any amount due on time;
- The Client materially or persistently breaches the Agreement and fails to remedy such breach within ten (10) business days of written notice; or
- The Client is subject to an Insolvency Event.
9.5 Upon termination:
- The Client will immediately pay all outstanding invoices and any accrued but unbilled Services.
- The Client must arrange for the removal of all Goods stored by PackPro. If not removed within seven (7) days, PackPro may dispose of them at the Client’s cost.
- Termination will not affect any accrued rights or obligations, or any provisions which by their nature are intended to survive termination.
10. Force Majeure
10.1. PackPro will not be liable if prevented or delayed in performing its obligations due to circumstances beyond its reasonable control, including strikes, utility failures, transport disruptions, acts of God, war, civil unrest, compliance with laws, machinery breakdown, fire, flood, storm, or supplier defaults.
11.General
11.1. No variation of this Agreement will be valid unless agreed in writing by both parties.
11.2. A waiver is only effective if in writing and specific to the circumstances.
11.3. If any provision is found to be invalid or unenforceable, the rest of the Agreement will remain in force.
11.4. Any provision that can be made valid by modification will apply with such modification.
11.5. The Client confirms it is not relying on anything not expressly set out in this Agreement.
11.6. The Client may not assign or subcontract any rights or obligations without PackPro’s written consent.
11.7. PackPro may assign or subcontract its rights and obligations at any time.
