The Conditions set down the basis on which the Company will store goods for the Customer (definitions of Company and Customer are given in Condition 1). The Conditions may not be altered or varied in any way except by express agreement in writing signed by a director or Proprietor of the Company. The Conditions cannot and do not override any Statutory provisions imposed by Law or the application of any applicable international Conventions.
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 to ensure they arrange adequate insurance to provide full cover when the property is in transit and storage.
In the Conditions:
1.1. Company means the person (corporate or otherwise) who enters into a contract with the Customer to store goods and includes unless the meaning otherwise requires, its agents, servants and sub-contractors.
1.2. Customer means the person (corporate or otherwise) who enters into a contract of warehousing or storage with the Company for the warehousing or storage of goods at the premises controlled by the Company.
1.3. Contract means the Agreement between the Customer and the Company for the warehousing and/or storage of goods.
1.4. Sub-contractor means any person (corporate or otherwise) engaged by the Company to carry out warehousing and/or storage of goods on its behalf.
1.5. Dangerous Goods means goods of any nature as may be included in the Approved Carriage List prepared pursuant to the Carriage of Dangerous Goods (Classification, Packaging and Labelling) and Use of Transportable Pressure Receptacles Regulations 1996 and International Carriage of Dangerous Goods as may be amended from time to time and goods which represent a similar hazard, radioactive material, and explosives of any nature.
1.6. Day means any day Monday to Friday inclusive other than a Bank or Statutory Holiday, including the day upon the goods are delivered for storage and the day on which any claim or notice is first made.
1.7. Alternative Dispute Resolution means any procedure agreed by the parties for the resolution of disputes other than those involving formal arbitration or litigation.
1.8. Loss includes (without limitation) theft, destruction, damage, unavailability, contamination, deterioration, non/miss/unauthorised delivery, non-compliance with instructions/obligations or incorrect advice or information.
1.9. Goods mean any article or articles, or merchandise whatsoever deposited with the Company for storage including the packaging of such articles and/or merchandise and any equipment in which or upon which the goods are stored or carried.
1.10. Owner’s Risk means that the goods are held upon terms that the Company shall not be liable for any loss of whatsoever nature and howsoever caused including negligence in relation to the goods or as a consequence of the goods being in the Company’s possession. The Customer will indemnify the Company against all claims that may be made against the Company arising from the storage or warehousing of such goods.
2.1. The Customer contracts as the legal owner of the goods or as the authorised agent of such legal owner in which case the Customer warrants that he has the authority to accept these Conditions on behalf of the legal owner.
2.2. Unless written instructions to the contrary are received from the Customer, the Company may sub-contract part or the whole of the warehousing/storage of goods provided that the name of every such sub-contractor shall be provided to the Customer upon request. In any arrangement with a sub-contractor the Company shall require that the sub-contractor does not further delegate his contractual responsibilities without the prior written authority of the Company.
2.3. Notwithstanding the provisions in 2.2 the Company may not sub-contract the storage of Dangerous Goods without the prior written consent of the Customer.
2.4. Subject to the limitations in Condition 8, the Company shall be responsible for the acts and omissions of his agents and servants and of any other persons whose services he makes use of for the performance of the storage, when such agents, servants or other persons are acting within the scope of their employment, as if such acts or omissions were his own.
2.5. Where part or the whole of the storage has been sub-contracted as provided for in Condition 2.2 above, such sub-contractors shall have the benefit of these Conditions of Storage and shall be under no greater liability to the Customer than or in addition to that of the Company under the Contract and the Customer agrees with the Company that no claim shall be made against a sub-contractor in addition to or excess of the limitation and/or exclusions of liability as set out in these Conditions.
3.1. The Customer shall be responsible for providing and safely operating any equipment that may be required for loading the goods on or unloading the Goods from the vehicle unless arrangements to the contrary are agreed in writing between the Company and the Customer prior to despatch and these Conditions shall apply during such loading and/or unloading.
3.2. The carriage of any goods from the premises of the Customer or from the premises of any third party to the Company’s warehouse shall not be subject to these conditions but will be subject to the Company’s Conditions of Carriage.
3.3. The Customer must make the goods readily accessible on its vehicle for the purpose of unloading the goods into the Company’s warehouse. The Company will not be liable for any goods on the vehicles other than the goods to be warehoused by the Company.
3.4. The Customer will endeavour to make the goods reasonably accessible on the vehicle at the place designated for delivery.
3.5. The Company shall make available to the Customer upon request details of any risk assessments which may have been carried out at the Company’s premises.
3.6. It shall be the Customer’s responsibility to inform the Company of any special equipment that may be required for the loading/unloading of goods into the warehouse and should that special equipment be provided by the Customer the Customer will indemnify the Company against any loss, claims or damages sustained by the Company, its servants, agents or third party as a result of any defect in such special equipment.
3.7. Where specialist equipment is required, such equipment must be “fit for purpose” and any statutory test certificates must be made available for inspection upon request.
4.1. The Customer agrees that he will not submit to the Company for warehousing or storage any dangerous goods, verminous, infested contaminated or condemned goods unless they first give to the Company, in writing, full details of the goods and obtains the written agreement of the Company to the storage of such goods.
4.2. The Customer will retain responsibility for and will indemnify the Company against all loss, damage and claims which may be sustained by the Company, made upon the Company or for which the Company may become liable as a result of injuries to third parties or loss of or damage to property attributable to the dangerous goods, verminous, infected, contaminated or condemned goods including any claims which may be made upon the Company by its own servants, agents or sub-contractors.
4.3. The Customer agrees that when submitting such goods for warehousing or storage, the Customer will:
4.4. In addition to the notice provided in sub clause 4.1 hereof provide to the Company at the time of submitting the goods for storage a written declaration stating the nature of the goods and the nature of any danger, infestation, contamination or any reason for condemnation of the goods and
4.5. Ensure that the goods have been packaged safely for warehousing or storage in accordance with any statutory regulations in force at the time when the goods are submitted for warehousing or storage and any special packaging requirements stipulated by the Company or if no such Regulations are in force or stipulations made, with the general regulations for packaging, labelling and loading of dangerous goods as defined in section 1.5 or any amendment or modification of such Agreement.
4.6. Ensure that at any time whilst the goods are warehoused or stored the goods shall not be deemed as waste.
4.7. Failure by the Customer to comply with the above provisions shall entitle the Company at its sole discretion to decline liability in the respect of all damage of whatsoever nature sustained to the goods, however that damage may have been caused notwithstanding any other provision within these Conditions under which the Company might otherwise be liable. 4.5. The Customer shall be liable to the Company and indemnify the Company for and against any claims made against the Company by third parties and against any expenses which may be incurred by the Company in complying with any statutory or any other regulations, directions or notices made by a competent authority requiring the movement, treatment, removal or destruction of dangerous, verminous, infested, contaminated or condemned goods or the packaging in which they are contained and of the cost of any treatment of the Company’s premises occasioned as a result of the presence of such goods which expenses shall be paid by the Customer to the Company forthwith upon demand.
4.8. Should at any time the Company form the opinion that any dangerous goods, verminous, infested, contaminated or condemned goods become unsuitable for warehousing the Customer agrees that the Company shall be entitled to require that the Customer removes the goods immediately and in the event of the goods not being removed to dispose of the goods in such a manner as the Company shall at its sole discretion decide.
5.1. The Company shall, if requested, sign a document acknowledging receipt for the goods to be warehoused or stored, noting the quantity and description of the Consignment, to the extent this can be determined, by visual inspection. Such receipt shall not be evidence as to accuracy of the condition, weight, quantity nor nature of the goods said to comprise the Consignment at the time the receipt document is signed by the Company and/or his agents and/or his servants. The burden of proof in the event of dispute is the responsibility of the Customer.
5.2. Should the Company agree to collect or deliver the goods from or to the Customer’s premises or from and to any other premises which shall have been agreed between to Company and the Customer then such collection and/or delivery shall be carried out by the Company only under its Conditions of Carriage and not subject to these conditions.
5.3. The Customer shall on upon delivery of goods from the Company’s warehouse or store, sign a receipt for all goods in respect of which delivery is taken.
6.1. The Company’s responsibility for the goods under these conditions shall commence when the Company takes physical control of the goods either at the point when the goods are handed to the Company by the Customer, his servant or agent or at the point when the Company commences the unloading of the goods where the Company has agreed to undertake such unloading.
6.2. The Company’s responsibility for the goods under these conditions shall end when the Customer or his servant or agent takes physical control of the goods or when the goods are loaded onto any vehicle for delivery to the Customer or any third party nominated by the Customer where the Company agrees to undertake such loading. Where the Company has agreed to deliver the goods, such delivery shall be undertaken subject to the Company’s Conditions of Carriage.
6.3. At any time during the term of the Contract the Customer may request or the Company may recommend variations to the service and/or variations to any other matters covered by the Contract. The Company shall investigate the likely impact of any such requested or recommended variations upon the service, the charge for the service and other aspects of the Contract and shall report promptly to the Customer. Neither party shall be obliged to agree to any requested or recommended variation but neither party shall withhold its Agreement unreasonably. Until such time as any variation to the Contract resulting there from has been mutually agreed in writing, the parties shall continue to perform their respective obligations without taking account of the requested or recommended variation.
7.1. The Company’s charges with regard to the storage of goods shall be payable by the Customer provided always that such charges are agreed in writing between both parties and failing such agreement at the rate set out in any tariff of warehousing charges published by the Company at the time when the goods are received for storage.
7.2. Every three months, Cloud9 will contact the customer to provide information regarding the number of unclaimed returned items in our warehouse that belong to the customer. At that point, after the information above is provided, the customer will have a period of fourteen (14) days to decide on the disposition of the item(s). After the expiration of the fourteen-day period, if the customer has not provided instructions regarding the item(s), the company reserves the right to dispose of the item(s) and to charge the customer for the disposal.
7.3. Notwithstanding any claim which the Customer may have against the Company, the Company’s charges for storage and any other services incidental to the storage chargeable under the Contract shall be payable by the Customer.
7.4. The Customer shall pay Fees to the Company in accordance with the agreed charges schedule (see Appendix A).
7.5. The Company shall invoice the Customer for monies due in accordance with the provisions of the Agreement and agreed charges schedule.
7.6. All agreed charges (see Appendix A) are exclusive of VAT.
7.7. All payments required to be made in accordance with the Agreement shall be made in United Kingdom Pounds (£ GBP).
7.8. Invoices must be paid within 7 days. However, clients have a 21-day period from the date of issue of the invoice to raise any queries or concerns regarding the invoiced amount. It is the responsibility of clients to thoroughly review the invoice within this period. Any discrepancies or concerns must be reported within the specified timeframe. Failure to do so will be considered acceptance of the invoiced amount. Additionally, clients must ensure timely payment according to the specified terms. In the event of late payment, a fine of £75 may be imposed, subject to periodic review to ensure consistency and alignment with company policies.
7.9. Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Company on the due date, the Company may:
7.9.1. Suspend all Services until payment has been made in full.
7.9.2. Charge interest on the outstanding sum from the due date for payment at the annual rate of 5% above the base lending rate from time to time of HSBC Bank Plc accruing on a daily basis, compounded quarterly, until payment is received.
7.9.3. The Company may charge the Customer any additional out of pocket expenses incurred by The Company in obtaining payment.
7.10. Where any payment in accordance with the Agreement is required to be made on a day that is not a business day, it may be made on the next following business day.
7.11. The Company will have a general lien (12) over the Goods in the possession of the Company as security for any sums owed to it by the Customer, under this Agreement or otherwise. Storage will be charged for any Goods detained under lien.
7.12. The Company may, without prejudice to any other rights it may have, set off any liability of the Customer to the Company against any liability of the Company to the Customer.
7.13. The Company reviews its charges regularly and reserves the right to increase them at its absolute discretion at any time. Any changes will become effective immediately upon notification to the Customer.
7.14. If the Costumer wishes to challenge a Company’s invoice, they must do so by giving notice in writing within 14 days from the date of the invoice. The Customer waives all rights to contest the relevant invoice after this time.
7.15. The Company shall:
7.15.1. Provide the Customer with an invoice relating to fulfilment Services used.
7.15.2. Keep records of the Customer’s account as are necessary to enable any sums payable to be accurately calculated in accordance with the Agreement.
7.15.3. At request of the Customer, the Company agree to allow the Customer access to the records, to demonstrate the calculation of these sums.
7.15.4. The Customer agrees to pay a minimum monthly fee as stated in the pricing agreement. Should the Customer’s volume drop to below the agreed minimum for any reason whatsoever, the fee shall be applicable.
7.16. For all kitting projects, the Customer shall make full payment prior to the commencement of kitting work. Should any major discrepancies arise regarding the type or scope of work required, the Company will invoice the Customer during the project, and the Customer shall settle this invoice before the kitted products are authorized for release from the Company’s warehouse. Minor discrepancies, whether in the type of work or quantities kitted, will be invoiced upon the project’s completion and are payable in accordance with the agreed payment terms.
8.1. The Company shall not be liable under any circumstances including negligence for:
8.1.1. Indirect or consequential loss or damage including loss of a particular market being of whatever nature and howsoever caused including negligence.
8.1.2. Any loss or damage occasioned to the goods of suffered by the Customer arising from the following:
a. Storm, tempest, lightening, flood or any other acts of God.
b. Fire or explosion.
c. Any consequence of war, acts of foreign power or terrorism, requisition or destruction of or damage to property by or under the Order of any Government, Public or Local Authority.
d. Theft or any act done with malicious intent e Seizure or forfeiture of the goods under legal process.
e. Any error, act, omission, misstatement or mis-presentation by the Customer, its servants or agents or principals.
f. Latent or inherent defect vice or natural deterioration of the goods or any loss due to wastage in bulk or weight.
g. Insufficient or improper packaging, unless the Company is contracted to carry out such service.
h. Insufficient or improper labelling or addressing unless the Company is contracted to carry out such service.
i. Any strike, lockout generally or partial stoppage or restraint of labour from whatsoever cause and whether or not the same shall have received official recognition from a Trade Union.
j. Defect of any equipment supplied by the Customer either for the unloading, loading of the goods or for containing such goods.
k. Any loss, damage or deterioration suffered by goods kept in refrigerated facilities of whatsoever nature where such loss, damage or deterioration has resulted from the failure of refrigeration equipment or from the interruption of the flow of electricity currents of refrigeration equipment, howsoever such interruption shall have occurred.
8.2. The Company has no knowledge of the value of any goods stored and shall only be liable to make any settlement or payment or proportionate payment upon the Customer providing satisfactory proof of the value of the complete goods or of any part claimed to have been lost or damaged.
8.3. Where goods are submitted for warehousing or storage as damaged goods, not properly protected by packaging, the Company shall not be liable at all for loss or damage to the goods under these conditions except upon proof by the Customer that such loss was caused by the wilful misconduct by the Company.
8.4. The liability, if any, of the Company in respect of loss, damage or total destruction of any goods stored shall be limited to:
8.4.1. Where all of the goods are lost or damaged, to the maximum rate of £100.00 per tonne of the gross weight of the goods as stated on the note as referred to in condition 5 but not exceeding the actual value of the goods.
8.4.2. Where some or part of the goods stored are lost or damaged to such actual proportion by weight that the lost or damaged goods bear to the whole at the said maximum value of £100.00 per tonne but not exceeding the actual value of the goods or part of the goods lost or damaged. 8.4.3. For the purpose of this Condition the value referred to is the valuation of the goods at the time they are accepted for storage.
8.5. When calculating the value of the goods in determining the liability of the Company, there shall be disregarded any special value attributed to the goods by virtue of their being part of a larger consignment or part of a set or collection.
8.6. The Company shall not be responsible for the first 0.5% of shrinkage, and the responsible Party shall bear the costs and liabilities for any shrinkage exceeding this threshold. Both Parties further agree to maintain accurate records and collaborate in regular audits or inventory checks to monitor and manage shrinkage effectively during the agreement period.
8.7. The company shall not be held liable for any damages, losses, loss of income, or damage to reputation arising from the delay, loss, or damage of parcels by a courier. The customer acknowledges and agrees that the company assumes no responsibility for any such occurrences, and any claims or disputes related thereto shall be solely between the customer and the courier service provider. The customer is encouraged to review and understand the terms and conditions of the chosen courier service for any potential recourse or remedies in the event of parcel-related issues.
9.1. The Company will not insure the goods and the Customer shall self-insure or make arrangements to provide sufficient cover (including all duties and taxes) for the goods against all insurable risks with any right of the insurer to bring a subrogated claim being excluded.
10.1. The Company shall not be liable under any circumstances for:
10.1.1. Loss or damage of the whole or part of the goods unless a claim specifying the general nature thereof is submitted by the Customer to the Company in writing within 14 days from the Company’s responsibility for the goods having ended in accordance with Condition 6.2 above or from the date upon which it comes to the Customer’s attention that loss or damage has occurred and unless a detailed claim giving weight and value and date of receipt are submitted by the Customer to the Company in writing within 14 days from the Company’s responsibility for the goods having ended or been deemed to have ended.
10.1.2. Loss, partial loss or damage of any part of the goods unless a claim specifying the general nature thereof is submitted by the Customer to the Company in writing within 7 days from the Company’s responsibility for the goods having ended in accordance with Condition 6.2 above and a detailed claim specifying the weight, value and date of collection and date of delivery are submitted in writing within 14 days of the Company’s responsibility having ended.
10.1.3. Damage of any description unless the damaged goods are made available to the Company representative for inspection for a reasonable period following notification of the claim 10.2 The Company shall not benefit from this exclusion of liability if the Customer provides evidence that
a. In all the circumstances it was not reasonably possible so to advise the Company or make the damaged goods available for inspection within the specified time limits and
b. Such advice was given at the first reasonable opportunity.
11.1. The Customer agrees to pay the Company’s charges for warehousing or storage of the goods and to cooperate with the Company in all matters relating to the Services.
11.2. Notwithstanding that the Customer may have appointed the Company and its agents for certain purposes and that the Company may have agreed to seek payment for all or some of its charges from any third party, the Customer shall remain liable to the Company for payment of such charges and the agreement of the Company to make application for payment to a third part shall not relieve the Customer of such liability in the event of non-payment by such third parties. The Company shall not be required to take any steps to obtain payment from a third party other than a written application for payment.
11.3. Any charges relating to the storage or warehousing of goods shall if so, required by the Company be paid prior to the removal of the goods from the warehouse.
11.4. Upon giving not less than 3 days’ prior notice in writing to the Company, the Customer or any such persons authorised in writing by the Customer shall be permitted to enter the Company’s premises solely for the purpose of inspecting the Customer’s goods. Such inspection will only take place during normal working hours.
11.5. The Company’s responsibilities and liabilities are set out in these Conditions and the Customer agrees to indemnify the Company against all claims, costs and demands of whatsoever nature and by whoever made and however arising in excess of the liabilities set out in these Conditions.
11.6. In the absence of any written notice to the contrary given to the Company before the goods are submitted for storage or warehousing, the Customer warrants that all goods are fit and suitably packaged for storage or warehousing.
11.7. The Customer warrants that he has made no under declaration as to the weight of the goods or any incorrect description of all or any part of the goods and agrees to indemnify the Company against all claims, demands, costs or expenses of whatsoever nature and by whoever made which may arise as a result of any breach of such warranty and agrees to pay all charges for the warehousing of the additional goods which are subject of the under-declaration.
11.8. Should the Customer obtain the authority of the Company to inspect his goods in the warehouse pursuant to the condition 11.4, the Customer agrees that he will indemnify the Company against any loss or damage occasioned to the goods and/or the Company and/ or any third party or the goods of any third party as a result of any action or inaction of the Customer or anyone authorised by him as a consequence or in the course of such inspection.
11.9. The Customer shall indemnify the Company in respect of any loss, damage or injury sustained by the Company, its servants, agents or any third party arising directly or indirectly from the presence on the Company’s premises of any vehicle/trailer/specialist equipment operated or directed by the Customer on the Company’s premises.
12.1. If the goods are not the property of the Customer, the Customer expressly warrants that he has the authority to grant to the Company this Right of Lien and Power of Sale in respect of the goods and authorised the Company to exercise the Lien against the owner of the goods in respect of any unpaid monies applicable to such goods in respect of which the Customer is not the owner.
12.2. All goods delivered to the Company for storage and/or warehousing are and will be received by the Company and held by it subject to a Lien for all charges due to the Company from the Customer for the carriage, storage, rent and/or warehousing charge in relation to the goods and other proper charges or expenses incurred in respect of or in connection with the carriage of the particular consignment and all other goods which may have been carried and/or stored and/or warehoused by the Company for the Customer from time to time. If such a Lien is not satisfied by payment within 7 days of the Company’s demand for payment and notification of the exercise of its Lien, then the Company shall be entitled to sell the goods in accordance with its power of sale as set out below. The storage or warehousing charges and any other expenses incurred during all periods during which the Lien on the goods or any part of the goods is being asserted, shall continue to be payable and all these conditions shall continue to apply whilst the Lien is being exercised.
12.3. The Company shall be entitled to charge to the Customer the cost of loading and unloading and transporting the Goods whilst a lien is being exercised.
12.4. The Company shall without any further notice have full power to open and examine the goods or any part of the goods and at the Company’s sole discretion to sell the goods or part of the goods and the Company may apply the proceeds of sale after deducting all expenses in payment of all or towards all sums due to or liabilities incurred by the Customer to the Company.
12.5. Any surplus will be paid over to the Customer without interest upon application. Upon expiration of the periods of notice, the Company shall be released from all liability of whatever nature and however caused in relation to the goods or any part of them. If the Company sells part only of the goods, it shall be entitled to raise a warehousing charge in accordance with the rates agreed with the Customer or, failing agreement at the prevailing tariff, for the continuing storage or warehousing for the remaining goods and without further notice shall be entitled from time to time to sell the remainder of the goods in part or whole and apply the proceeds of sale in reduction of the charges and all these conditions shall continue to apply.
13.1. The parties will attempt, in good faith, to resolve any dispute or claim arising out of or relating to these Conditions promptly through negotiations between the respective representatives of the parties who have authority to settle the same.
13.2. If the matter is not resolved through negotiation the parties may attempt to resolve the dispute or claim through an Alternative Dispute Resolution (ADR) procedure as recommended to the parties by the Freight Transport Association or the Centre for Dispute Resolution.
13.3. If the matter is not resolved by an ADR procedure or if either party will not or ceases to participate in an ADR procedure, the dispute may be referred to the arbitration of a single arbitrator or to an arbitrator appointed at the request of the parties by the President for the time being of the Chartered Institute of Arbitrators. The apportionment of the cost of any such arbitration between the parties shall be in the discretion of the arbitrator. The arbitration shall, unless otherwise agreed, be held in the town wherein the Company has its main administrative office.
14.1. Any notice to be given by the Company to the Customer shall be given in writing and delivered or sent by first class post or by facsimile transmission to the Customer or its agents at its last known address. Any such notice shall be deemed to have been delivered two days after the date of posting or in respect of facsimile transmission upon the date when such notice was sent.
14.2. In proving service by post, it shall be sufficient proof that the envelope that contained the notice was properly addressed and posted as a pre-paid letter by first class postal service and in respect of facsimile transmission, that a confirmation of receipt of the notice had been received by the Customer’s facsimile machine.
The parties shall agree the legal regime under which these Conditions shall be construed and interpreted and the courts which shall have jurisdiction. In the absence of such agreement, the contract shall be subject to and construed and interpreted in accordance with English law and shall be subject to the jurisdiction of the courts of England.
