THE City Link GROUP STANDARD TRADING CONDITIONS

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY AND IN PARTICULAR WE DRAW YOUR ATTENTION TO CLAUSES 16 AND 17 BY WHICH THE COMPANY MAY LIMIT OR EXCLUDE ITS LIABILITY AND REQUIRE AN INDEMNITY FROM YOU THE CUSTOMER IN CERTAIN CIRCUMSTANCES. PLEASE ALSO NOTE THAT YOUR GOODS WILL NOT BE INSURED BY THE COMPANY.

1. IN THESE CONDITIONS, THE FOLLOWING EXPRESSIONS SHALL HAVE THE FOLLOWING MEANINGS:-

"City Link Service" means the business of the collection, transportation, storage and delivery of Goods throughout the United Kingdom and (as the case may be) the rest of the World, including the provision of any advice or information (whether gratuitously or otherwise) in accordance with these Conditions.

"Consignment" means any Goods as identified by the Company’s unique reference number (or as otherwise identified by the Company in the performance of the City Link Service) which have the same origin and destination regardless of whether or not such Goods are packed together or separately.

"Company" means City Link Limited whose Registered office is situated at Felcourt, East Grinstead, West Sussex RH19 2JY. This expression shall include (where the sense permits) all the Company’s Franchisees and their Licensees who to that extent (and subject as otherwise provided) shall be entitled to the benefit of, and subject to the obligations of, provisions relating to “the Company” (identification of all such Franchisees and Licensees will be provided at the Customer’s written request).

"Customer" means any person, firm, company, unincorporated association or other body at whose request or on whose behalf the Company undertakes to provide the City Link Service.

"Franchisee" means an authorised holder of a franchise from City Link Limited whereby the Franchisee is permitted to operate the City Link Service.

"Goods" or "Cargo" means any item(s) or document(s) or goods of whatever description including packaging and equipment and, where the sense permits, the Transport Unit consigned by a Customer.

"Licensee" means the holder of a sub-franchise from a Franchisee, as authorised by City Link Limited.

"Owner" means the owner of the Goods and any other party who has or may attain a possessory or other interest in them.

"Site" means any one location including but not limited to any premises of the Company, office, warehouse, railway station, dock, wharf, airport or other terminal used in the performance of the City Link Service.

"Transport Unit" means a road vehicle, vessel, aircraft, container, trailer, flat, tilt, railway wagon, tank, igloo, or any unit load device specifically constructed for the carriage of goods by land, sea or air.

"Value" means the value of Goods calculated by reference to the cost to the Customer when the Goods were acquired, less a proper allowance for depreciation and wear and tear or the cost of repair or replacement of the Goods, whichever is the less, as determined by the Company.

References to the singular shall be deemed to include the plural and vice versa.

2. CUSTOMER ACKNOWLEDGEMENT

The Customer acknowledges as follows:

2.1 All and any business undertaken, including any advice, information or service provided, whether gratuitously or not, by the Company is transacted subject to these Conditions and each Condition shall be deemed to be incorporated in and to be a condition of any agreement between the Company and its Customers. No other terms and conditions stipulated, or referred to by the Customer in any documentation (for example a purchase order issued by the Customer) passing between the Customer and the Company shall be incorporated at any time into any agreement between the parties regarding the City Link Service;

2.2 Save as provided for in Clause 22, no Franchisee, Licensee, agent or employee of the Company has the Company’s authority to vary, extend, exclude or cancel these Conditions, or to give any warranties or make any representations or promises on behalf of the Company;

2.3 No statements (except for references to these Conditions), descriptions, or illustrations contained in any catalogue, price list, or other advertising matter issued by or on behalf of the Company or using the Company’s name shall form part of any contract (collateral or otherwise) with the Customer, nor be regarded as a condition, warranty or representation;

2.4 If any legislation is compulsorily applicable to the City Link Service, these Conditions shall 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 the Conditions shall be overridden to that extent but no further;

2.5 It is deemed to be competent and to have reasonable knowledge of matters affecting the conduct of its business including terms of sale and purchase and all other matters relating thereto; and

2.6 The Company is entitled to retain and be paid all brokerages, commissions, allowances and other remunerations.

3. CUSTOMER WARRANTIES

The Customer warrants as follows:

3.1 In entering into transactions of any kind with the Company, it expressly warrants that it is either the Owner or the authorised agent of the Owner of any Goods to which the transaction relates and in authorising the Customer to enter into any transaction with the Company and/or in accepting any document issued by the Company in connection with such transaction, the Owner, sender and consignee 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 they 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;

3.2 It shall give sufficient and executable instructions;

3.3 The description, value and particulars of any Goods furnished by or on its behalf are full and accurate;

3.4 Except when the Company has accepted instructions in respect of the preparation, packing, storage, labelling or marking of the Goods, all Goods have been properly and sufficiently prepared, packed, stowed, labelled and/or marked and that the preparation, packing, storage, labelling and marking are appropriate to any operations or transactions affecting the Goods and the characteristics of the Goods;

3.5 Where the Goods are carried in or on a Transport Unit, then unless the Company has accepted instructions to load the Transport Unit;

3.5.1 the Transport Unit has been properly and competently loaded;

3.5.2 the Goods are suitable for carriage in or on the Transport Unit; and

3.5.3 the Transport Unit is in a suitable condition to carry the Goods loaded therein (save where the Company has provided the Transport Unit or to such extent as the Company has approved in writing the suitability of the Transport Unit).

4. THE SERVICES

4.1 The Company shall perform its duties with a reasonable degree of care, diligence, skill and judgment.

4.2 The Company is not a common carrier and only provides the City Link Service subject to these Conditions.

4.3 If at any stage in any transaction the Company should reasonable consider that there is good reason in the Customer’s interests to depart from any of the Customer’s instructions, the Company shall be permitted to do so and shall not incur any additional liability in consequence of so doing.

4.4 The Company has the right, but not the obligation, to inspect any Goods should the Company reasonably consider there to be good reason for doing so, whether in the interests of security or otherwise. The Company shall be under no obligation to make good or compensate the Customer in respect of any damage or delay thereby caused to the Goods or their packaging.

4.5 Whilst the Company shall use its reasonable endeavours to comply with any estimate given by the Company to the Customer, any delivery time (including date) given by or on behalf of the Company shall be an estimate only, time shall not be of the essence and shall not be binding upon the Company which shall be under no liability whatsoever, except as provided for in Clause 17, for failure to secure delivery of any Goods by any date or time howsoever caused.

4.6 Subject to prior express instructions given by the Customer in writing and accepted by the Company in writing the Company reserves to itself absolute discretion as to the means, route and procedure to be followed in the handling, storage and transportation of Goods.

4.7 Pending forwarding or delivery, Goods may be warehoused or otherwise held at any Site or Sites at the sole discretion of the Company and the cost thereof shall be for the account of the Customer.

4.8 The Company shall not be obliged to make any declaration for the purpose of any Statute or Convention or contract as to the nature or value of any Goods or as to any special interest in delivery unless it shall have been previously and expressly instructed by the Customer in writing and shall have agreed in writing to do so.

4.9 Where there is a choice of rates according to the extent or degree of the liability assumed by carriers, warehousemen or others, no declaration of value where optional will be made, except under special arrangements previously made in writing, neither shall the Company be under any liability to the Customer by reason of having entered into any contract on behalf of the Customer whereby the extent or degree of the liability assumed by a carrier, warehouseman or other party is in any respect excluded or limited, save where such contract is entered into contrary to specific written instructions given by the Customer and accepted in writing by the Company.

4.10 Except insofar as may be required to comply with the Customer’s instructions as regards documentation or, except under special arrangements previously made in writing, the Company shall not be obliged to arrange for the Goods to be carried, stored or handled separately from other goods.

4.11 Quotations are given on the basis of immediate acceptance and are subject to withdrawal or revision prior to acceptance. Further, unless otherwise agreed in writing, the Company shall be at liberty after acceptance to revise quotation or charges in the event of changes occurring in currency exchange rates, rates of freight, insurance premiums or any other charges applicable to the Goods.

4.12 Where the Company calculates its charges upon the gross weight of the Goods, volumetric weight will be applied where the volume of any single item within a Consignment shall exceed 6,000 cubic centimetres per kilogramme in which case each 6,000 cubic centimetres (or part) will be charged as equivalent to a kilogramme. The chargeable weight of any individual item will be the gross (or volumetric) weight rounded up to the nearest kilogramme. The chargeable weight of a multi-item Consignment will be the aggregate total of each individual item weight rounded up to the nearest full kilogramme.

4.13 Upon delivery of a Consignment, the Company shall wherever possible and practicable obtain proof-of-delivery. Proof-of-delivery shall be in a manner at the sole discretion of the Company and may include, but shall not be limited to a signature, whether by electronic means or otherwise. The Company shall retain its proof-of-delivery records for a period not exceeding twelve (12) months from the date of delivery and thereafter, shall have no liability by any claims upon the Goods whatsoever.

5. PAYMENT

5.1 All invoices raised by the Company are subject to settlement in full on or by the 15th day of the month following the month during which the City Link Service was performed and time shall be of the essence. Where payment is not received by that date, the Company reserves the right to impose a surcharge on all outstanding balances at the rate of 2.5% per month or £10.00 per month, whichever is the greater. The surcharge shall be payable in respect of a period of less than one month as if such period were in fact one month.

5.2 All sums shall be paid to the Company immediately when due without deduction and payment shall not be withheld or deferred on account of any claim, counterclaim or set-off.

6. AGENCY

When acting as an agent, the Company shall be entitled and the Customer hereby expressly authorises the Company, except insofar as has been otherwise specifically agreed in writing between the Company and the Customer, to enter into the following contracts on behalf of the Customer.

6.1 for the carriage of Goods by any route or means or party;

6.2 for the storage, packing, trans-shipment, loading, unloading or handling of the Goods by any party at any place whether on shore or afloat and for any length of time;

6.3 for the carriage or storage of Goods in or on Transport Units and/or with other goods of whatever nature, and

6.4 to do such acts as may in the reasonable opinion of the Company be necessary in the performance of its obligations in the interests of the Customer.

7. SUB-CONTRACTING

The Company shall be entitled to perform any of its obligations by itself or by any parent, subsidiary or associated companies, Franchisees, Licensees, or by any other person, firm or company. In the absence of agreement to the contrary, any contract to which these Conditions apply is made by the Company on its own behalf and also as agent for and on behalf of any such parent, subsidiary or associated company, Franchisee, Licensee or other person, firm or company who shall in addition be entitled to the benefit of these Conditions.

8. CONTRACTUAL RELATIONSHIPS

8.1 Any Franchisee provides the City Link Service as principal and not as agent for City Link Limited and the acceptance by any Franchisee of instructions to provide the City Link Service shall create a contract between the Customer and such Franchisee and no contract shall be created (whether collateral or otherwise) between the Customer and City Link Limited, nor shall City Link Limited be liable or responsible to the Customer for any breach of contract or other act or default on the part of the Franchisee or its Licensee arising out of or in any way connected with the provision of the City Link Service by the Franchisee or its Licensee and any rights of the Customer in relation to or arising out of such breach of contract or other wrongful act or default shall lie against the Franchisee or its Licensee and not against City Link Limited.

8.2 When the Company (or, where the sense permits, a Franchisee) has contracted as principal to provide the City Link Service, the Company, subject always to the totality of these Conditions and particularly the terms of Clause 17, accepts liability for loss of or damage to Goods occurring between the time when it takes the Goods into its charge and the time when the Company is entitled to call upon the Customer, consignee or Owner to take delivery of the Goods. The Company shall be deemed to have taken the Goods into its charge when they have been received by the Company or have been released or handed over by the Customer or any party acting on behalf of the Customer to any party acting on behalf of the Company in accordance with any directions of the Company for the performance of the Customer’s instructions.

9. INSURANCE

No insurance of the goods will be effected.

10. LIENS

10.1 Subject to sub-clause 10.2 as all Goods (and documents relating to Goods) shall be subject to a particular and general lien and right of detention for all monies due in respect of such Goods and for any other monies due from the Customer or the sender, consignee or Owner to the Company. If any monies due to the Company are not paid within one calendar month after notice has been given to the party or parties from whom the monies are due that such Goods are being detained, they may be sold by auction or otherwise at the sole discretion of the Company and at the expense of such party or parties and the net proceeds applied in or towards satisfaction of such indebtedness but without prejudice to any other remedy the Company may have to recover any further monies due in excess of the net proceeds.

10.2 When the Goods are liable to perish or deteriorate, the Company’s rights to sell or dispose of the Goods referred to in sub-clause 10.1 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 Goods before doing so.

11. INABILITY TO DELIVER GOODS

11.1 If delivery of the Goods or any part thereof is not taken by the Customer, consignee or Owner at the time and place when and where the Company is entitled to call upon such party to take delivery, or if the Company is unable to effect such delivery in respect of Goods which are insufficiently addressed or marked or otherwise not readily identifiable, or as a result of other circumstances beyond its control, the Company shall be entitled to store the Goods or any part thereof at the sole risk of the Customer, whereupon the liability of the Company in respect of the Goods or that part thereof stored as aforesaid shall wholly cease and the cost of such storage, if paid for or payable by the Company or any agent or sub-contractor of the Company, shall forthwith upon demand be paid by the Customer to the Company. The Company shall as soon as reasonably possible notify the Customer of its inability to effect delivery.

11.2 The Company shall be entitled at the expense of the Customer to dispose of the Goods as agent for the Customer or Owner, by sale or otherwise as may be reasonable in the following circumstances.

11.2.1 on 21 days’ notice in writing to the Customer or immediately where the Customer cannot be traced and reasonable efforts have been made to contact any parties who may reasonably be supported by the Company to have any interest in the Goods, which have been held by the Company for 90 days and which cannot be delivered as instructed, and

11.2.2 without prior notice, where such Goods have perished, deteriorated or altered or are in immediate prospect of doing so.

11.3 All changes and expenses arising in connection with such storage, sale or disposal of the Goods shall be paid by the Customer forthwith upon demand. The Company shall give appropriate credit to the Customer for any balance arising out of the proceeds of sale of the Goods after deduction of such charges and expenses.

12. DELIVERY/RELEASE OF GOODS AGAINST PAYMENT

12.1 It is for the Customer to satisfy itself as to whether it is appropriate in any particular case to consign Goods without insisting on prior payment for such Goods by the consignee.

12.2 The Customer shall, in such manner as may be specified by the Company, furnish the Company with full, clear written instructions for the collection of any payment by the Company on the Customer’s behalf, or for the delivery or release of Goods in any other such specified restricted circumstances. If the Customer shall nonetheless purport to furnish instructions by any other means whatsoever, the Company shall not be under any obligation to comply and should the Company (in its absolute discretion) decide to act upon such instructions, it shall have no liability whatsoever for any non-compliance unless wilful misconduct is the direct cause of the Customer’s loss.

12.3 The Customer shall not instruct the Company to accept payment (on the Customer’s behalf) in cash.

12.4 The Company accepts no liability for the dishonour for whatever reason of any cheque, other bill of exchange or other instrument collected by the Company on the Customer’s behalf unless wilful misconduct is the direct cause of the Customer’s loss.

12.5 Acceptance by the Company of any cheque, other bill of exchange or other instrument made or signed otherwise than by or on behalf of the named consignee, shall not give rise to any liability on the part of the Company unless wilful misconduct is the direct cause of the Customer’s loss.

12.6 The Company’s liability (if any) in respect of any collections of any forms of payment or any non-compliance or mis-compliance with the Customer’s instructions shall be as provided for in Clause 17 and(for the avoidance of doubt) the Company shall be entitled to rely on the provisions of these Conditions in their totality.

13. INTELLECTUAL PROPERTY RIGHTS

In the event of the Company providing to the Customer computer software, the following will apply.

13.1 All copyright, trade marks, know how and other intellectual property rights in the software (including any device(s) upon which the software is stored) are and shall remain at all times the exclusive property of City Link Limited;

13.2 The Customer shall keep confidential the software, shall not copy the whole or any part of the software (save for security back-up copies as permitted in writing by City Link Limited) and shall not without the prior written consent of City Link Limited, modify, merge or combine the whole or any part of the software with any other software or documentation;

13.3 The Company shall have no liability in respect of, and the Customer shall indemnify the Company for, any consequence, whether direct or indirect, of any failure by or on behalf of the Customer to comply with operating instructions in respect of any software supplied by the Company to the Customer.

13.4 The Company accepts no liability for any consequences of any incompatibility between the Company’s software and the Customer’s hardware and/or software.

13.5 It is the Customer’s responsibility to ensure the input of accurate information by or on behalf of the Customer and the Company shall be under no obligation to check such accuracy. The cost of rectification of any inaccuracies or their consequences shall be borne by the customer; and

13.6 Without prejudice to the foregoing provisions of this Clause, the Company shall have no liability arising from the subject matter of this Clause 13 other than liability for loss of or damage or delay to Goods (if caused) and such liability shall not exceed that provided for in Clause 17.

13.7 At its sole discretion the Company may supply on loan to the Customer computer hardware including, but not limited to, personal computer, keyboard, monitor, printer and the like (the “Hardware”). Any Hardware so loaned shall remain the property of the Company at all times and shall be returned to the Company upon demand. The Customer acknowledges that it has no lien or similar rights over any Hardware loaned by the Company. The Customer shall be entirely responsible for the use and regular maintenance of all the Hardware in line with the manufacturers’ recommendations and the cost of any repairs to the Hardware as well as any consumable items such as printer ribbons, cleaning materials, reports paper etc. It shall also be the responsibility of the Customer to insure (at its cost) each item against all risks of loss or damage howsoever caused.

14. EXCEPTIONAL GOODS

14.1 Except under special arrangements previously made and agreed in writing, the Company will not accept or deal with bullion, cash, coins, precious stones and/or metals, jewellery, watches, valuables, negotiable documents, antiques, pictures, other works of art, designs, drawings, art work, photographs or their negatives, livestock, plants or perishables, or items of a like nature to any of the foregoing. Should any customer nevertheless deliver any such Goods to the Company or cause the Company to handle or deal with any such Goods, otherwise than under special arrangements previously made and agreed to in writing, the Company shall be under no liability whatsoever for or in connection with the Goods however caused and whether or not the Company shall have been guilty of any negligence, wilful misconduct, breach of condition or warranty (express or implied or of a fundamental breach or breach of a fundamental term of any contract.

14.2 Except under special arrangements previously made in writing and with full knowledge of the nature of such Goods, the Company will not accept or deal with any noxious, dangerous, hazardous, radioactive, inflammable or explosive Goods nor any Goods likely to cause damage nor any Goods likely to harbour or encourage vermin or other pests nor any Goods likely to taint or affect other goods. Should any Customer nevertheless deliver any such Goods to the Company or cause the Company to handle or deal with any such Goods, otherwise than under special arrangements previously made in writing, or without warning the Company at all or in good time of the nature of the Goods, the Customer shall be liable for all loss or damage whatsoever caused by or to or in connection with the Goods however arising and shall indemnify the Company against all liabilities, losses, penalties, claims, damages, costs and expenses whatsoever arising and the Goods may be destroyed or otherwise dealt with at the sole discretion of the Company or any other person in whose custody they may be at the relevant time. If such Goods are accepted under arrangements previously made in writing and with knowledge of their nature, they may nevertheless be so destroyed or otherwise dealt with on account of risk to any other goods, property, life or health.

15. WARSAW CONVENTION

If the Company acts as principal in respect of the carriage of Goods by air the following notice is hereby given:

If the carriage involves an ultimate destination or stop in a country other than the country of departure the Warsaw Convention may be applicable and the Convention governs and in most cases limits the liability of carriers in respect of loss of or damage to Cargo. Agreed stopping places are those places (other than the places of departure and destination) shown under requested routing and/or those places shown in the carriers’ timetable as scheduled stopping places for the route. The address of the first carrier is the airport of departure.

16. INDEMNITIES FROM THE CUSTOMER

The Customer hereby agrees and undertakes to indemnify and keep indemnified the Company in respect of any liabilities, claims, losses, damages, fines, costs and expenses howsoever and whatsoever arising from any of the following:

16.1 The Company acting in accordance with the Customer’s instructions;

16.2 Breach by the Customer of any of the warranties contained in these Conditions;

16.3 The negligence of the Customer;

16.4 Claims of a General Average nature (where loss arises in consequence of extraordinary sacrifices made, or expenditure incurred, for the preservation of the several interests involved in a marine adventure) in connection with the Goods which may be made and shall promptly upon demand provide security to the Company and any other party designated by the Company in a form acceptable to the Company;

16.5 Liability concerning the inaccuracy or omission of all and any descriptions, values and other particulars furnished to the Company for Customs, Consular or other purposes;

16.6 Liability arising from the Customer’s instructions to accept or deal or collect freight, duties, charges, or other expenses from the consignee or any other person;

16.7 Liability arising from any advice or information provided by the Company for the Customer only which is relied upon by any other party;

16.8 Claims, costs and demands whatsoever and by whomsoever made in excess of the liability of the Company, its servants, sub-contractors or agents in these conditions, whether arising our of negligence, breach of duty or other wrongful act or omission or otherwise howsoever. In this clause, “sub-contractor” shall include direct and indirect sub-contractors, their respective servants and agents (“agents” in this context shall include sub-agents and their respective servants and agents);

16.9 All duties, taxes, imposts, levies, deposits and outlays, of whatsoever nature levied by any authority in relation to the Goods and all payments, fines, costs, expenses, loss or damage whatsoever incurred, sustained or agreed by the Company in connection with the City Link Service (whether or not delivery of the Goods is actually made to the address to which they are consigned). The Customer shall pay for such costs within seven days of the receipt of the Company’s invoice, failing which Clause 5 shall apply to the outstanding sum which may be recovered as a debt.

17. LIMITATION OF LIABILITY

17.1 Subject to Clauses 17.2 to 17.5 (inclusive) and 18, the liability (if any) of the Company to the Customer in respect to any damage to or loss of Goods or other losses suffered by the Customer shall be limited as follows:

17.1.1 where the Goods are collected, transported and/or delivered entirely within the United kingdom, the liability (if any) of the Company to the Customer shall not exceed £15,000 per Consignment or the Value of the Goods (whichever is the less), provided that where the Customer has arranged its own transit insurance cover and/or is itself in the business of carrying or arranging to carry Goods for reward and/or in respect of Goods as are referred to in Clause 14, the liability (if any) of the Company shall not exceed a sum at the rate of £10 per kilogramme on the gross weight (or volumetric weight if applied and charged for by the Company) of the Goods or the Value of the Goods (whichever is the less);

17.1.2 where the Goods are collected, transported, and/or delivered to or from a place outside the United Kingdom, the liability (if any) of the Company shall not exceed a sum at the rate of £10 per kilogramme on the gross weight (or volumetric weight if applied and charged for by the Company) of the Goods or the Value of the Goods (whichever is the less);

17.1.3 where the Goods are stored anywhere within the world other than in the ordinary course of transit when either Clauses 17.1.1 or 17.1.2 shall apply, the liability (if any) of the Company shall not exceed a sum at the rate of £10 per kilogramme on the gross weight (or volumetric weight if applied and charged for by the Company) of the Goods or the Value of the Goods (whichever is the less);

17.1.4 the liability (if any) of the Company in respect of all or any losses whatsoever suffered by the Customer arising under the circumstances set out in Clause 12 shall be £1,000 per Consignment or the Value of the Goods (whichever is the less);

17.1.5 the liability (if any) of the Company to the Customer for any failure to comply with the Customer’s instructions to collect Goods for the purpose of the City Link Service (which instructions shall have previously been accepted by the Company) shall not exceed the sum of £20 in respect of any one event;

17.1.6 the liability (if any) of the Company in respect of all or any losses whatsoever suffered by the Customer by reason of any advice or information given by the Company (whether gratuitously or otherwise) or other than as expressly contemplated under Clauses 17.1.1 to 17.1.5 (inclusive) shall be £1,000, Provided that in any event, the aggregate maximum liability (if any) of the Company to the Customer under this Clause 17.1 in respect of any one incident or occurrence, or series of related incidents or occurrences, leading to damage to or loss of Goods, shall not exceed £50,000 in respect of the Goods of any one Customer.

17.2 The Company shall be relieved of any liability to the Customer in respect of any damage to or loss of the Goods, or other losses suffered by the Customer, to the extent that such loss or damage is caused by any of the following:

17.2.1 act or omission of the Customer or any other person acting on behalf of the Customer;

17.2.2 breach by the Customer of the Warranties in Clause 3;

17.2.3 inherent vice of the Goods; or

17.2.4 enemy action, criminal activities of any third party, hostilities, strikes, lock-out and any other circumstances which are beyond reasonable control of the Company.

17.3 The Company shall have no liability for any loss of or damage to Goods or a Consignment or for other losses whatsoever suffered the Customer unless the Company received notice of the claim in writing as follows:

17.3.1 where loss from or damage to a package or part of a Consignment occurs (howsoever caused); where the Customer is domiciled within the United Kingdom and the transit of the Goods/Consignment terminates in the United Kingdom, the Company receives notice within three days and a quantified claim is received within seven days after the end of the transit of the Consignment; where the Customer is domiciled outside the United Kingdom, and the transit of the Goods/Consignment terminates in the United Kingdom, the Company receives notice within seven days and a quantified claim is received within fourteen days after the end of the transit of the Consignment; or where the transit of the Goods/Consignment terminates anywhere outside the United Kingdom, the Company receives notice within seven days and a quantified claim is received within fourteen days after the end of the transit of the Consignment,

17.3.2 where total loss or non-delivery of a Consignment or of a separate package forming part of a Consignment occurs (howsoever caused), the Company receives notice within twenty-one days and a quantified claim is received within thirty0-five days after the beginning of the transit;

17.3.3 in any other case, the Company receives notice within seven days and a quantified claim is received within fourteen days after the date of the event or occurrence alleged to give rise to the claim; and

17.3.4 for the purposes of computation of time for the purposes of this Clause 17.3, Saturdays, Sundays, and public holidays shall be excluded.

17.4 The Company shall only be liable to the Customer for any failure to comply with a delivery date or time if all of the following conditions are satisfied;

17.4.1 such delivery date or time has been agreed in writing by the Company;

17.4.2 the relevant delivery is to a major conurbation (as designated by the Company);

17.4.3 the Customer shall have settled all outstanding invoices due to the Company in accordance with Clause 5;

17.4.4 the Company has received notice from the Customer in writing as follows:

(a) where the City Link Service is performed entirely within the United Kingdom, within seven days of the commencement of the City Link Service; or

(b) where the City Link Service is performed partly or wholly outside the United Kingdom, within fourteen days of the commencement of the City Link Service;

17.4.5 the Customer is not itself in the business of carrying or arranging to carry goods for reward;

17.4.6 the collection and/or delivery is not made from/to a dock, wharf, port or exhibition;

17.4.7 the failure to perform the City Link Service is not due to any event or cause beyond the reasonable control of the Company (without prejudice to the generality of the foregoing, including any delay howsoever caused by any involvement of customs, police or other authorities, whether security or otherwise);

17.4.8 where the City Link Service is performed partly or wholly outside the United Kingdom, delivery is not required at any time during weekends or public holidays;

17.4.9 where the City Link Service is performed wholly within the United Kingdom, the carriage does not involve a sea crossing;

17.4.10 correct and sufficient documentation, and executable instructions are received from the Customer or sender in order to complete the collection and/or delivery; and

17.4.11 where a delivery shall have been made over thirty minutes after 9.00 am in respect of the “next morning by 9.00 am City Link Service”, where the City Link Service is performed wholly within the United Kingdom.

17.5 If the Conditions set out in Clause 17.4 are satisfied, then the Company will compensate the Customer as follows:

17.5.1 the amount of the Company’s carriage charges invoiced in respect of the Goods delayed, plus an amount equal to such refund, where the City Link Service is performed entirely within the United Kingdom, or

17.5.2 the amount of the Company’s carriage charges invoiced in respect of the Goods delayed, where the City Link Service is performed partly or wholly outside the United kingdom.

17.6 The Company shall not in any event, whether under this Clause or otherwise, be under any liability whatsoever for any indirect or consequential loss, such as (but not limited to) loss of profits, loss of market or the consequences of deviation howsoever caused and whether or not caused by any negligence, breach of condition or warranty (express or implied) or by a fundamental breach or breach of a fundamental term of any contract on the part of the Company.

17.7 the Company shall have no liability to the Customer whatsoever and howsoever arising from the City Link Service, UNLESS proceedings are issued and served on the Company by the Customer within nine months of the date of the event alleged to give rise to a cause of action against the Company.

18. UNFAIR CONTRACT TERMS ACT 1977

The Customer hereby agrees and declares that the limitations and exclusions of the Company’s liability and indemnities given by the Customer, as set out above, are fair and reasonable in all circumstances for the purposes of the Unfair Contract Terms Act 1977 and taking into account, inter alia, the amount of the charge made for the City Link Service.

19. NOTICES

All notices given pursuant to any of these Conditions must be given by facsimile or letter. Where any such notice is given by facsimile, it shall be deemed to be given at the time when it is received by the recipient and in the case of any notice given by letter, it shall be deemed to have been given at the time when it would have been delivered to the recipient in the ordinary course of post. All notices to City Link Limited must be sent to its Registered Office specified in Clause 1 and all notices to a Franchisee to the Franchisee’s Registered Office of (if none) place of business. Any notices to the Customer will be valid if sent to the Customer’s last known home or place of business or to the Customer’s registered office and if there is more than one such home or business to any one of such homes or places of business.

20. INVALIDITY

If any term or provision within these Conditions shall in whole or in part be held to any extent to be illegal or unenforceable, then such term or provision or part shall to that extent be deemed not to form part of these Conditions and the enforceability of the remainder of these Conditions shall not be affected.

21. ENTIRE AGREEMENT

These Conditions constitute the entire agreement between the Customer and the Company and no representation or statement not contained in these Conditions shall be binding upon the Company.

22. VARIATIONS

No variation, extension, exclusion or cancellation of these Conditions shall be binding upon the Company unless and until it is confirmed in writing under the hands of two Directors of City Link Limited.

23. PROPER LAW

These Conditions shall be governed by English law (save where both parties are domiciled in Scotland or Northern ireland where local law shall apply) and United Kingdom courts alone shall have jurisdiction in any dispute between the Company and the Customer.

© 1997 City Link Limited
a Rentokil Initial company
7th January 2005 Edition