Account Terms & Conditions


THE CUSTOMER’S ATTENTION IS SPECIFICALLY DRAWN TO THE CLAUSES BELOW WHICH EXCLUDE OR LIMIT THE COMPANY’S LIABILITY AND WHICH REQUIRE THE CUSTOMER TO INDEMNIFY THE COMPANY IN CERTAIN CIRCUMSTANCES AND THOSE WHICH LIMIT TIME AND THOSE WHICH DEAL WITH CONDITIONS OF ISSUING EFFECTIVE GOODS INSURANCE. THE CUSTOMER’S ATTENTION IS IN PARTICULAR DRAWN TO CLAUSES 13, 15, 17, 21, 25, 26, 27, 28, 29 AND 34. IN ADDITION OR WHERE A DIRECTOR OF A CUSTOMER COMPANY HAS PERSONAL LIABILITY THE CUSTOMER IS ADVISED TO ARRANGE ITS OWN INSURANCE COVER FOR ITS GOODS, TO ENSURE THAT ITS INTERESTS ARE FULLY PROTECTED IN ALL EVENTS.

DEFINITIONS AND INTERPRETATION

  1. (A) In these Conditions the following definitions apply:

        • Applicable Law - (i) any and all laws, statutes, international and national conventions, regulations, by-laws, orders, ordinances and court decrees that apply to the performance and supply of the Services, or (ii) the terms and conditions of any applicable approvals, consents, exemptions, filings, licences, authorities, permits, registrations or waivers issued or granted by, or any binding requirement, instruction, direction or order of, any applicable government department, authority or agency having jurisdiction in respect of that matter.

        • Business Day - a day, other than a Saturday, Sunday or public holiday in England.

        • Company - Norsk European Wholesale Limited incorporated in England and Wales. Company Registration Number: 2847809. Trading as Norsk Global.

        • Consignee - the person to whom the Consignment is addressed (the Consignee may also be the Customer or the Owner).

        • Consignment - goods in bulk or contained in one parcel, package or container as the case may be or any number of separate parcels, packages or containers sent at one time on one load by or for the Customer from one address to one address.

        • Contract - any contract entered into between the Company and the Customer for the supply of Services.

        • Customer - the person at whose request or on whose behalf the Company provides any Services.

        • Data Protection Laws - all applicable data protection and privacy legislation in force from time to time which apply to a party relating to the use of Personal Data (as defined in the General Data Protection Regulations ((EU) 2016/679) including the General Data Protection Regulations ((EU) 2016/679); the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003.

        • Force Majeure - any circumstances beyond the reasonable control of that party including:
        (A) strike, lock-out, stoppage or restraint of labour, the consequences of which the party affected by such circumstances is unable to avoid by the exercise of reasonable diligence;
        (B) airline delays, fuel shortages, road blockages, power failure, extreme weather, Acts of God, epidemic or pandemic, compliance with any law or governmental order, rule, regulation or direction etc, delays in clearing customs or failure to clear customs; and
        (C) any cause or event which the party affected by such circumstances is unable to avoid and the consequences whereof the party affected by such circumstances is unable to prevent by the exercise of reasonable diligence. The Customer’s failure to pay any amounts due under these Conditions will in no circumstances be deemed to be circumstances beyond the Customer’s reasonable control.

        • Intellectual Property Rights - all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.

        • International Mail Service - the delivery of a Consignment through the national postal service in the country of the Consignment’s final destination.

        • Owner - the owner of the Consignment (including any packaging, containers or equipment) and any other person who is or may become interested in the Consignment.

        • Product Recall Event - any of the following circumstances occur and, as a result, the Customer or the Owner (as the case may be) decide to recall the Consignment or any of the goods contained in the Consignment:
        (A) the supply or use of the Consignment, any of the goods contained in the Consignment or, in each case, their labelling or packaging infringes or may infringe a third party’s Intellectual Property Rights;
        (B) safety issues or product defects in the Consignment or any of the goods contained in the Consignment mean they are or may be unsafe;
        (C) the Consignment or any of the goods contained in the Consignment are, may be, or may become illegal or non- compliant with any Applicable Law or industry standard; or
        (D) a defect in the Consignment, any of the goods contained in the Consignment or labelling or, in each case, their packaging may cause harm to the Customer’s reputation or brand.

        • Services - any business undertaken or advice, information or services provided by the Company at the Customer’s request as more particularly detailed in the Company’s tariff or as otherwise agreed in writing by the Company and the Customer.

        • Transport Unit - a container, trailer, tanker, or any other device used for or in connection with the carriage of Consignments by land, sea or air.

    (B) The headings of clauses are for convenience only and shall not affect their interpretation.
    (C) Any words following the term “including”, “such as” or “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
    (D) A reference to a “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
    (E) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision. Unless the context otherwise requires, any reference to European Union law that was directly applicable or directly effective in the UK prior to the UK leaving the European Union is a reference to it as it applies in England and Wales from time to time including as retained, amended, extended re-enacted or otherwise given effect to.
    (F) Unless the context otherwise requires:
        (i) words in the singular shall include the plural and in the plural shall include the singular; and
        (ii) references to Clauses and Sub-Clauses are to the Clauses and Sub-Clauses of these Conditions.
    (G) A reference to “writing” or “written” includes email but not fax.
  2. APPLICATION

    THE COMPANY IS NOT A COMMON CARRIER AND ACCEPTS GOODS FOR CARRIAGE ONLY UPON THAT CONDITION AND THE CONDITIONS SET OUT BELOW.

  3. (A) Subject to Sub-Clause 2(B) below, these Conditions shall be incorporated in all Contracts to the exclusion of all other terms or conditions whether expressly referred to by the Customer in any order, instruction, request for quotation or other instruction or which are implied by law, trade, custom, practice or course of dealings. These conditions supersede any previous conditions issued by the Company
    (B) If any legislation is compulsorily applicable to any Services, these Conditions shall, as regards such Services, be read as subject to such legislation and nothing in these Conditions shall be construed as a surrender by the Company of any of its rights or immunities or as an increase of any of its responsibilities or liabilities under such legislation and if any part of these Conditions be repugnant to such legislation to any extent such part shall as regards such Services be overridden to that extent and no further.

  4. The Customer warrants that it is either the Owner or the authorised agent of the Owner and is duly authorised to enter into the Contract with the Company and also that it is accepting these Conditions not only for itself but also as agent for and on behalf of the Owner as applicable.

  5. In authorising the Customer to enter into any Contract with the Company and/or in accepting any document issued by the Company in connection with such Contract, the Owner and Customer accept these Conditions for themselves and their agents and for any parties on whose behalf they or their agents may act, and in particular, but without prejudice to the generality of this Clause, the Owner and Customer accept that the Company shall have the right to enforce against them jointly and severally any liability of the Customer under these Conditions or to recover from them any sums to be paid by the Customer which upon proper demand have not been paid.
  6. THE COMPANY

  7. (A) Subject to Clauses 13 and 14, the Company shall be entitled to procure any or all of its Services as an agent or to provide those Services as principal.
    (B) The offer and acceptance of any inclusive price for the provision of any Service shall not itself determine whether any such Services are to be arranged by the Company acting as agent or to be provided by the Company acting as principal.
    (C) The Company reserves to itself full liberty as to the means, route and procedure to be followed in the performance of any Services undertaken subject to these Conditions.
    (D) The Company shall, in its performance of any Services undertaken subject to these Conditions, comply with all Applicable Law. The Company reserves the right, on written notice to the Customer to alter the Services if necessary to comply with Applicable Law.

  8. When acting as principal the Company may perform the Services itself, or subcontract the whole or any part of the Services to any person including any subsidiary or associated company of the Company. Notwithstanding such subcontracting the Company shall remain responsible for provision of the Services in accordance with the Contract.

  9. (A) When acting as an agent for the Customer the Company may, and the Customer hereby expressly authorises the Company to, enter into all and any contracts on behalf of the Customer as may be necessary or desirable to fulfil the Customer’s instructions, whether such contracts are subject to the trading conditions of the parties with whom such contracts are made, or otherwise.
    (B) The Company shall within 7 days of demand by the Customer provide evidence of any contract entered into as agent for the Customer. If the Company fails to comply with this obligation, it shall be deemed to have contracted with the Customer as a principal for the performance of the Customer’s instructions.

  10. The Company shall, if so required, sign a document or electronic record prepared by the Customer acknowledging receipt of the Consignment but the burden of proving the condition of the Consignment (or any goods contained in the Consignment) or the correctness of the declared nature, quantity or weight of the Consignment at the time it is received by the Company will rest with the Customer. Without prejudice to the foregoing, the Company may check the condition, nature, quantity and/or weight (taking the higher of the actual or volumetric weight per parcel) of the Consignment or any parcel in the Consignment and, if there is any inconsistency, the details ascertained or measurements taken by the Company shall prevail.

  11. In all and any dealings with HM Revenue and Customs for and on behalf of the Customer and/or Owner, the Company is acting as a “Customs Agent” and is appointed, or deemed to be appointed, to act as, a “Direct Agent” and to make Customs declarations in the Customer’s and/or Owner’s name. Each of the terms “Customs”, “Customs Agent” and “Direct Agent” shall have the meanings given to those terms in the Taxation (Cross Border Trade) Act 2018.
  12. LIEN AND DISPOSAL

  13. (A) The Company shall have a general lien on all Consignments and documents relating to Consignments in its possession, custody or control for all sums due at any time from the Customer or Owner, in respect of the Contract or any other contract or otherwise.
    (B) Subject to Sub-Clause 10(C), the Company shall, on 28 days’ notice in writing to the Customer, be entitled to sell or dispose of such Consignments or documents as agent for and at the expense of the Customer or Owner and apply the proceeds in or towards the payment of such sums.
    (C) If the Consignments are liable to perish or deteriorate, the Company’s rights to sell or dispose of the Consignments shall arise immediately upon any sum becoming due to the Company subject only to the Company taking reasonable steps to bring to the Customer’s attention its intention of selling or disposing of the Consignments before doing so.
    (D) If the Company exercises its right under this Clause 10, the Company shall, upon accounting to the Customer for any balance remaining after payment of any sums due to the Company and the costs of sale or disposal, be discharged of any liability whatsoever in respect of the Consignments or documents.

  14. The Company shall be entitled to retain and be paid brokerages, commissions, allowances and other remunerations customarily retained by or paid to freight forwarders.

  15. (A) If the Consignee, fails to take delivery of or collect the Consignment (or any part thereof) at the appointed time and place the Company shall be entitled to store the Consignment (or the applicable part thereof) at the sole risk of the Customer and the liability of the Company in respect of the Consignment (or the applicable part thereof) shall, from the time of the failure to take delivery or to collect, wholly cease. The Company shall notify the Customer within 10 days of the failure to take delivery or to collect and, if known, the reason for such failure. The costs incurred by the Company as a result of the failure to take delivery including storage costs shall, upon demand, be paid by the Customer to the Company.
    (B) The Company shall be entitled at the expense of the Customer to dispose of or deal with (by sale or otherwise, as may be reasonable in the circumstances):
        (i) after at least 28 days’ notice in writing to the Customer (such notice to be served on the Customer under Sub-Clause 12(A)), or (where the Customer cannot be traced and reasonable efforts have been made to contact any parties who may reasonably be supposed by the Company to have any interest in the Consignment) without notice, any Consignment which has been held by the Company for 90 days and which cannot be delivered as instructed; and
        (ii) without prior notice, any Consignment (or any part thereof) which has perished, deteriorated or altered or are in immediate prospect of doing so in a manner which has caused or may reasonably be expected to cause loss or damage to the Company, or third parties, or to contravene any Applicable Laws;
    (C) If the Company exercises its right under this Clause 12, the Company shall, upon accounting to the Customer for any balance remaining after payment of any sums due to the Company and the costs of sale or disposal, be discharged of any liability whatsoever in respect of the Consignment (or the applicable part thereof).
  16. INSURANCE

  17. (A) No insurance will be effected by the Company except upon express instructions given in writing by the Customer and all insurance effected by the Company shall be subject to the usual exceptions and conditions and to the extent of the policies of the insurance company or underwriters taking the risk. In those circumstances unless otherwise agreed in writing the Company shall not be under any obligation to effect a separate insurance on each Consignment but may declare it on any open or general policy held by the Company.
    (B) If the Company agrees to effect insurance, the Company acts solely as agent for the Customer to arrange such insurance which shall be subject to the terms of the insurance policy. Any liability of the Company not insured under such insurance shall be subject to the limits of liability contained in Clause 28.
  18. SPECIAL ARRANGEMENTS

  19. (A) Except under special arrangements previously made in writing by an officer of the Company so authorised or under the terms of a printed document signed by the Company, any instructions relating to the delivery or release of the Consignment in specified circumstances only (for example, against payment or against surrender of a particular document) are accepted by the Company, where third parties are engaged to effect compliance with the instructions, only as agents for the Customer.
    (B) The Customer shall remain responsible for all freight, duties, charges, dues or other expenses which remain unpaid (for whatever reason) notwithstanding any acceptance by the Company of instructions from the Customer to collect such freight, duties, charges, dues or other expenses from the Consignee, or any other person. The Customer shall, on receipt of evidence of proper demand and in the absence of evidence of payment by such Consignee or other person when due (for whatever reason), pay all such amounts to the Company.

  20. Advice and information, in whatever form it may be given, is provided by the Company, for the Customer only and the Customer shall indemnify the Company against any liability, claims, loss, damage, costs or expenses arising out of any other persons relying upon such advice or information. Except under special arrangements previously made in writing by an officer of the Company so authorised, advice and information which is not related to specific instructions accepted by the Company is provided gratuitously and without liability.

  21. (A) Except under special arrangement previously made in writing by an officer of the Company so authorised, the Company will not accept or deal with any Consignment that requires special handling or security including bullion, coin, precious stones, jewellery, valuables, antiques, pictures, human remains, livestock or plants. Should the Customer ignore this and nevertheless deliver any Consignment containing such goods to the Company, or cause the Company to handle or deal with any such Consignment, the Company shall be under no liability whatsoever for or in connection with such Consignments howsoever arising and shall be entitled to return such Consignments or refuse to accept them.
    (B) Except under special arrangement previously made in writing by an officer of the Company so authorised, the Company will not accept or deal with Consignments of a dangerous or damaging nature (including any goods in the list of dangerous goods as defined in the Classification, Labelling and Packaging of Substances and Mixtures Regulations ((EC)1272/2008) or the Carriage of Dangerous Goods and Use of Transportable Pressure Equipment Regulations 2009 or goods which present a comparable hazard), nor with Consignments likely to harbour or encourage vermin or other pests, nor with Consignments liable to taint or affect other Consignments. Any agreement by the Company to accept such Consignments will be subject to the Customer warranting that such Consignment is classified, packed, marked, labelled and documented in accordance with all Applicable Law. If such Consignments are accepted pursuant to a special arrangement but thereafter, in the opinion of the Company, they constitute a risk to other Consignments, property, life or health, the Company shall where reasonably practicable contact the Customer in order to require the Customer to remove the Consignment, but reserves the right, to remove or otherwise deal with the Consignment itself at the expense of the Customer.

  22. Should the Customer otherwise than under special arrangements previously made in writing as set out in Clause 16 deliver to the Company or cause the Company to deal with or handle Consignments referred to in Clause 16, the Customer shall be liable for all loss or damage arising in connection with such Consignments and shall indemnify the Company against all penalties, claims, damages, costs and expenses whatsoever arising in connection therewith (including any claim relating to loss or damage caused by such Consignment to other Consignments, property, life or health) and the Consignments may be dealt with in such manner as the Company or any other person in whose custody they may be at any relevant time shall think fit.
  23. THE CUSTOMER

  24. The Customer warrants that:
    (A) the description and particulars of any Consignments (including the nature, weight and measurements) furnished by or on behalf of the Customer are full and accurate;
    (B) all Consignments have been properly and sufficiently packed, stowed, labelled and/ or marked and that the preparation, packing, storage, labelling and marking are appropriate to any operations or transactions (including the rigours of an automated transportation process) affecting the Consignments and the characteristics of the Consignments;
    (C) all Consignments are correctly labelled including both the Customer’s and the Consignee’s full details and the information contained on all labelling is clear, complete and accurate;
    (D) where the Company receives the Consignments from the Customer already stowed in or on the Transport Unit, the Transport Unit is in good condition, fit for purpose and is suitable for the carriage to the intended destination of the Consignments loaded therein or thereon;
    (E) it will adhere to and comply with all the conditions of carriage and service guidelines as set out in the Company’s tariff or any other publication released by the Company (including regarding prohibited and restricted items, destinations identified by the Company as being subject to sanctions or export control restrictions and any special handling requirements);
    (F) it has or will provide the Company, before the Company receives the Consignment from the Customer, with all necessary information and documentation to comply with all Applicable Laws and as required by any relevant customs authorities;
    (G) the carriage or delivery of any goods comprised in any Consignment is not subject to any licences, permits, certificates or restrictions;
    (H) the goods comprised in any Consignment are not prohibited by the law or regulation of any government or public or local authority of any country where the goods are carried or destined;
    (I) the goods comprised in any Consignment are not destined for any country, company organisation or individual that is subject to any export or import control laws, denied party or embargo list;
    (J) neither the Consignment, the goods contained in the Consignment or, in either case, their labelling or packaging infringes any Intellectual Property Rights of any third party; and
    (k) where the Company has provided the Customer with access to accounts and passwords for any online booking system (whether the Company’s or any third party’s), the Customer will keep the account details and passwords for that online booking system confidential.

  25. It is the Customer’s responsibility to:
    (A) ensure that all instructions given by it to the Company are full, accurate and provided in a timely manner in accordance with these Conditions;
    (B) ensure that the immediate packaging of the goods in any Consignment is appropriately robust and leak-free;
    (C) co-operate with the Company on all matters relating to the Services;
    (D) act appropriately and to be responsible for all costs associated with any product recall affecting the goods contained in any Consignment; and
    (E) ensure that it keeps copies of any important documents (including original documents), backs-up any electronic data and encrypts any personal data and confidential information contained in any Consignment.

  26. Without prejudice to Clause 27, the Company may refuse to carry any Consignment if it, in its discretion, determines that a Consignment does not comply with these Conditions.

  27. The Customer undertakes that no claims shall be made against any director, servant or employee of the Company which imposes or attempts to impose upon them any liability in connection with any Services which are the subject of these Conditions and if any such claim should nevertheless be made to indemnify the Company against all consequences thereof.
  28. PAYMENT

  29. (A) The Customer shall pay to the Company in cash or as otherwise agreed all sums immediately when due without deduction, deferment or withholding on account of any claim, counterclaim or set-off. Time is of the essence of payment of all and any sums payable by the Customer to the Company.
    (B) The Company may, at its discretion, require at any time that all or part of all and any sums payable by the Customer to the Company be paid in advance or on account and the sums so demanded shall be immediately payable by the Customer, the balance remaining payable in accordance with these Conditions and the Company may suspend provision of the Services until such payment has been made.
    (C) If any sum is not paid in full by the due date, any and all sums properly earned by and/or otherwise due to the Company (but which, but for this Sub-Clause 22(C), would otherwise not yet be payable by the Customer, whether by virtue of an agreed credit period or otherwise) shall become immediately payable in full.
    (D) Without prejudice to any other rights the Company may have, if any sum is not paid in full by the due date interest shall be payable on any overdue amount from the date on which payment was due to that on which it is made (whether before or after judgment) on a daily rate of 4% over the base rate from time to time quoted by the Company’s bankers from time to time or, if greater, as determined in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. The Customer shall pay all legal and other costs incurred by the Company in recovering any amounts owing from the Customer.

  30. Where liability for General Average arises in connection with the Consignments the Customer shall promptly provide security to the Company or to any other party by the Company in a form acceptable to the Company.
  31. LIABILITY AND LIMITATION

  32. The Company shall perform the Services with a reasonable degree of care, diligence, skill and judgement.

  33. A party shall be relieved of liability for any loss or damage resulting from and shall not be deemed to be in breach of the Contract for any delay or failure in performance of its obligations under the Contract (in whole or in part) if and to the extent that such loss or damage is caused by Force Majeure. The party affected by Force Majeure shall be entitled to a reasonable extension of the time for performing such obligations.

  34. Except under special arrangements previously made in writing by an officer of the Company so authorised, departure or arrival dates of consignments are given as an indication of timescales only. The Company will endeavour to comply with any indicative departure or arrival dates given however, unless provided otherwise in Sub-Clause 28(C), the Company accepts no responsibility for failure to adhere to any indicative departure or arrival dates of Consignments. No delay shall entitle the Customer to refuse to accept delivery or performance.

  35. The Company shall not be liable for any loss, damage or expense arising from any delay or failure arising from the Customer’s failure to comply with its obligations under these Conditions.

  36. (A) Subject to Sub-Clause 2(B), Sub-Clause 28(B) and Sub-Clause 28(E) the Company’s entire liability under or in connection with these Conditions howsoever arising and including any acts of negligence by the Company, its servants and/or agents and notwithstanding that the cause of loss or damage be unexplained shall not exceed:
        (i) in the case of claims for loss or damage to Consignments whichever shall be the lesser sum of:
            (a) the value of any Consignments lost or damaged; or
            (b) $100 per Consignment;
            (c) $10 per kilo of gross weight; or
            (d) where the Customer has agreed that the Consignment may be delivered by International Mail Service, the amounts recovered from the applicable national postal service provider.
        (ii) in the case of all other claims, whichever shall be the lesser sum of:
            the value of the Consignment to which the claim relates; or
            (b) $100 per Consignment;
            (c) $10 per kilo of gross weight; or
            (d) where the Customer has agreed that the Consignment may be delivered by International Mail Service, the amounts recovered from the applicable national postal service provider.
    The Company’s liability under this Clause 28(A) shall not in any circumstances whatever exceed the lesser of (i) a sum equal to twice the amount of the Company’s charges in respect of the relevant transaction and (ii) £10,000. For the purposes of Clause 28(A) the value of the Consignments shall be their value when they were or should have been shipped.
    (B) The Company does not limit or exclude liability for (i) death or personal injury caused by its negligence, (ii) fraud and/or fraudulent misrepresentation; or (iii) any matter in respect of which it is unlawful for the Company to limit or exclude liability.
    (C) Subject to Clause 2(B), Sub-Clause 28(B) and Sub-Clause 28(E), the Company’s liability for loss or damage as a result of failure to deliver or arrange delivery of Consignments in a reasonable time or (where there is a special arrangement under Clause 26) to adhere to agreed departure or arrival dates shall not in any circumstances whatever exceed a sum equal to twice the amount of the Company’s charges in respect of the relevant transaction.
    (D) Save in respect of such loss or damage as is referred to at Sub-Clause 28(C) and subject Clause 2(B) and Sub-Clause 28(E) the Company shall not in any circumstances whatsoever be liable for indirect, special or consequential loss or damage including loss of profits, loss of market, loss of business, loss of contracts, loss of anticipated savings, loss or depletion of goodwill, or loss of revenue or the consequences of delay or deviation however caused.
    (E) By special arrangement agreed in writing the Company may accept liability in excess of the limits set out in Sub-Clause 28(A) to (C) upon the Customer agreeing to pay the Company’s additional charges for accepting such increased liability. Details of the Company’s additional charges will be provided upon request.

  37. (A) Subject to Sub-Clause 29(C) any claim by the Customer against the Company arising in respect of any Service provided for the Customer or which the Company has undertaken to provide shall be made in writing and notified to the Company within 14 days of the date upon which the Customer became or ought reasonably to have become aware of any event or occurrence alleged to give rise to such claim and any claim not made and notified as aforesaid shall be deemed to be waived and absolutely barred except where the Customer can show that it was impossible for them to comply with this time limit and that it has made the claim as soon as it is reasonably possible for them to do so.
    (B) Notwithstanding the provisions of Sub-Clause 29(A) the Company shall in any event be discharged of all liability whatsoever howsoever arising in respect of any Service provided for the Customer or which the Company has undertaken to provide unless suit be brought and written notice thereof given to the Company within nine months from the date of the event or occurrence alleged to give rise to a cause of action against the Company.
    (C) A claim made in accordance with the provisions of Sub Clause 29(A) can be considered only:
        (i) if the claim is for a missing Consignment, if the Consignment (or the applicable part thereof) has been missing for a period of at least 28 days; and
        (ii) for all claims including missing or damaged Consignments, if the Customer provides the Company with evidence supporting such claim as the Company may reasonably request within such timeframe as the Company may reasonably request.
    (D) The limitations of liability in Clause 28 are subject to any Applicable Law which further limits the liability of the Company in respect of loss or damage to a Consignment.
        (i) if Consignment is transported solely or partly by air (including ancillary road transport) and involves an ultimate destination or stop in a country other than the country of departure, the liability of the Company for loss, damage or delay shall be limited in accordance with the Warsaw Convention or the Montreal Convention (whichever is applicable); and
        (ii) if the Consignment is transported solely by road and involves an ultimate destination or stop in a country other than the country of departure, the liability of the Company for loss, damage or delay shall be limited in accordance with the Convention for the International Carriage of Goods by Road.
  38. PRODUCT RECALL EVENT

  39. (A) If the Company, in its discretion, agrees to assist the Customer with a Product Recall Event, the Customer will promptly provide the Company with a written request for the Company to either:
        (i) return the Consignment (or the applicable part thereof) which is the subject of the Product Recall Event to the Customer; or
        (ii) destroy the Consignment (or the applicable part thereof) which is the subject of the Product Recall Event on behalf of the Customer.
    (B) Subject to Sub-Clause 30(A) and Sub-Clause 30(C) the Company shall acknowledge receipt of the Customer’s written request as soon as reasonably practicable, within the Company’s normal operational hours, after being notified by the Customer and shall co-operate with the Customer as best it reasonably can to prevent the delivery of any such Consignment (or the applicable part thereof) which is the subject of the Product Recall Event and to promptly set about either returning or destroying the Consignment (or the applicable part thereof) which is the subject of the Product Recall Event in accordance with this Clause 30.
    (C) The reasonable costs associated with the Product Recall Event and incurred by the Company shall be reimbursed by the Customer upon the Company providing the Customer with a valid and itemised invoice and, notwithstanding the foregoing, the Company may require the Customer to pay amounts in advance reasonably representing the Company’s estimated costs associated with the Product Recall Event.
  40. DATA PROTECTION

  41. Each of the Company and the Customer shall at all times comply with the Data Protection Laws and any other applicable privacy laws and regulations and shall not do anything to put the other in breach of such laws and regulations.

  42. The Company and the Customer acknowledge that for the purposes of the Data Protection Laws, the Customer or the Owner is the Data Controller and the Company is the Data Processor. The Customer shall share Personal Data with the Company in order for the Company and its subcontractors to perform their obligations under these Conditions. The Company and the Customer agree to comply with the data protection and security requirements set out in the Data Protection Schedule as annexed to these Conditions.

  43. The Customer warrants that, in relation to any Personal Data provided by them to the Company, the Customer has all necessary notices and consents from each Data Subject (as defined in the Data Protection Laws) to share their Personal Data with the Company and its subcontractors in order to allow the Company and its subcontractors to perform their obligations under these Conditions. The Customer shall on the Company’s reasonable request provide evidence to the Company’s reasonable satisfaction that the Customer has such consents.
  44. INDEMNITY

  45. The Customer shall indemnify, keep indemnified and hold the Company harmless against any and all losses, liabilities, costs, claims, demands, expenses, fees, actions, proceedings, judgments awarded and damages to the extent (without reference to this indemnity) reasonably suffered or incurred by the Company arising out of or in connection with:
    (A) all liability, loss, damage, costs and expenses whatsoever (including without prejudice to the generality of the foregoing, all duties, taxes, imposts, levies, deposits and outlays of whatsoever nature levied by any authority in relation to the Consignments) arising out of the Company acting in accordance with the Customer’s instructions or arising from any breach by the Customer of any warranty contained in these Conditions or from the negligence of the Customer;
    (B) without derogation from Sub-Clause 34(A), any liability assumed or incurred by the Company when by reason of carrying out the Customer’s instructions the Company has reasonably become liable or may become liable to any other party;
    (C) all claims, costs, and demands whatsoever and by whomsoever made or preferred in excess of the liability of the Company under the terms of these Conditions regardless whether such claims, costs and demands arise from or in connection with the breach of contract, negligence or breach of duty of the Company its directors, servants, employees, sub-contractors or agents;
    (D) any claims of a General Average nature which may be made on the Company.
    (E) any claim made against the Company by a third party for any alleged or actual infringement of any third party’s Intellectual Property Rights arising from a claim that the Consignment, the goods contained in the Consignment or, in either case, their labelling or packaging infringes the Intellectual Property Rights of a third party;
    (F) a Product Recall Event; and
    (G) any breach by the Customer of Clauses 31, 32 or 33.
  46. CONFIDENTIALITY

  47. (A) Each party undertakes that it shall not disclose to any person any confidential information concerning the Contract or the Intellectual Property Rights, business, affairs, customers, clients or suppliers of the other party or any other matters of a confidential nature, except as permitted by Sub-Clause 35(B).
    (B) Each party may disclose the other party's confidential information:
        (i) to its directors, servants, employees, sub-contractors, agents, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its directors, servants, employees, sub-contractors, agents, representatives or advisers to whom it discloses the other party's confidential information comply with this Clause 35; and
        (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    (C) No party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
    (D) Upon the other party’s request at any time, a party will promptly destroy, delete and/or return (as the disclosing party may direct) all the other party’s confidential information.
  48. NOTICES

  49. Any notice to be given under these Conditions shall be in writing and if sent by email or by first class prepaid post to the receiving party at its business address as last notified in writing to the other party shall be deemed to have been given on the date of the email (if sent on a Business Day before 5pm or otherwise at 9am on the next Business Day) or 2 Business Days (or 7 Business Days in the case of Customers outside the United Kingdom) following the date of posting.
  50. GENERAL

  51. (A) The Contract (including the documents and instrument referred to therein) supersedes all prior representations, arrangements, understandings and agreements between the Company and the Customer (whether written or oral) relating to the subject matter thereof and sets forth the entire complete and exclusive agreement and understanding between the Company and the Customer relating to its subject matter.
    (B) Save as expressly provided in these Conditions, (a) the Company gives no promise, warranty, undertaking or representation to the Customer and (b) all other warranties expressed or implied by law, legislation or otherwise howsoever are hereby expressly excluded.
    (C) No amendment or variation to these Conditions shall be effective unless agreed in writing by the Company. Any variation to these Conditions as agreed in writing by the Company shall apply to the specific terms and conditions referred to in the variation and to the specific Contract in relation to which the variation is agreed. No variation shall constitute or be deemed to constitute a general waiver of any of the terms and conditions of these Conditions.
    (D) If any term or provision in these Conditions shall be held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form part of these terms and conditions but the validity and enforceability of the remainder of these terms and conditions shall not be affected.
    (E) Any failure or delay by the Company in exercising any of its rights under these Conditions will not affect the Company’s rights or be a waiver of those rights, nor will any partial exercise of any right by the Company exclude a further exercise of that right.
    (F) Unless expressly provided otherwise in these Conditions, no Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
    (G) Nothing in these Conditions confers any right on any third party (including the Owner and the Consignee) and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Contract.
  52. JURISDICTION AND LAW

  53. These Conditions and any act or contract to which they apply shall be governed by English Law and any dispute arising out of any act or contract to which these Conditions apply shall be subject to the exclusive jurisdiction of the English Courts.