July 2021

Xpert Delivery LTD – Terms and Conditions of Business

Please read XPERT Delivery LTD Terms and Conditions below carefully. If you do not understand any clause and/or require further information, please feel free to contact us and we will be happy to assist you.

By authorizing us to transport your goods, you accept our terms and conditions set out on our website (www.xpertdelivery.co.uk/terms-and-conditions), the Consignment Note and/or the contract for carriage irrespective of whether you have signed the front of our consignment note or not. If you give us the goods with oral or written instructions that conflicts with our terms and conditions, we shall not be bound by such instructions.

1. Interpretation

1.1 In these Conditions, the following definitions apply:

Acceptance: means when:

(a) Goods come under the control or custody of a XPERT DELIVERY LTD employee, agent or subcontractor in accordance with these Conditions and such XPERT DELIVERY LTD employee, agent or subcontractor has had reasonable opportunity to fully inspect the condition and quantity of the Goods; and

(b) receipt of such Goods has been acknowledged in writing or in an agreed electronic form by such XPERT DELIVERY LTD employee, agent or subcontractor; and the terms Accept, Accepts and Accepted shall be interpreted accordingly. Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business. CDG Regs: the Carriage of Dangerous Goods and Use of Transportable Pressure Receptacles Regulations 2009. CMR: the United Nations Convention on the Contract for the International Carriage of Goods by Road (signed in Geneva on 19 May 1956) as amended. Charges: the charges payable by the Customer for the supply of the Services. Conditions: these terms and conditions. Consignee: the person to whom XPERT DELIVERY LTD contracts to deliver the Goods. Consignment: Goods, whether a single item or in bulk or contained in one package or container, as the case may be, or any number of separate items, packages or containers sent at one time in one load by or for the Customer from one address to another address. Contract: the contract between XPERT DELIVERY LTD and the Customer for the supply of Services in accordance with these Conditions. Customer: any person at whose request or on whose behalf XPERT DELIVERY LTD undertakes any business or provides Services. Customer's Group: the Customer, its ultimate holding company and all subsidiaries of its ultimate holding company. Dangerous Goods: any goods to which the CDG Regs apply, any goods named in the Approved Carriage List issued from time to time by the Health and Safety Commission, any goods which comprise explosives or radioactive material or any goods presenting a similar hazard. Data Protection Legislation: the UK Data Protection Legislation, the General Data Protection Regulation (EU) 2016/679) and any other directly applicable European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications). Force Majeure Event: an event beyond the reasonable control of XPERT DELIVERY, including Covid 19 restrictions, strikes, lock-outs or other industrial disputes (whether involving the workforce of XPERT DELIVERY LTD or any other party), failure of a utility service or transport network, interruption to IT systems, an act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident (including a road traffic accident), breakdown of vehicles, plant or machinery, fire, explosion, flood, storm, adverse weather conditions, bursting or overflowing of water tanks, apparatus or pipes, sprinkler leakage or default of suppliers or subcontractors. Goods: the goods in respect of which the Services are provided. Order/Job: the Customer's order for Services, including any order by telephone or via an electronic interface. Personal Data: shall have the meaning given to it in the UK Data Protection Legislation. RHA Conditions: the Road Haulage Association Limited’s Conditions of Carriage 2009, a copy of which can be supplied upon request. Replacement Value:

(a) the replacement cost to the Customer of lost or damaged Goods being the manufacturing cost at the time of the loss or damage;

(b) (in respect of damaged Goods) the cost to the Customer of repairing or reconditioning the Goods; Services: means all distribution, transport, storage, warehousing (including labelling, pricing, bar-coding, picking, packing and sampling) of Goods and all other services provided by XPERT DELIVERY LTD to the Customer. Transfer Regulations: the Transfer of Undertakings (Protection of Employment) Regulations 2006. UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended or any successor legislation. XPERT DELIVERY: Xpert Delivery LTD incorporated and registered in England and Wales with company number 09554286 whose registered office is at 85 Great Portland Street, London, England, W1W 7LT its ultimate holding company and all subsidiaries of its ultimate holding company. XPERT DELIVERY LTD Materials: has the meaning set out in clause 6.1(f). 1.2 In these Conditions, the following rules apply:

(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

(b) a reference to a party includes its successors or permitted assigns;

(c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or reenacted;

(d) any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

(e) a reference to writing or written includes emails and/or electronic interfaces.

2. Basis of Contract

2.1 The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.

2.2 When XPERT DELIVERY LTD accepts the Order or commences provision of the Services (whichever is earlier) the Contract shall come into existence.

2.3 The Contract and these Conditions constitute the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of XPERT DELIVERY LTD which is not set out in these Conditions. 2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.5 Any quotation given by XPERT DELIVERY LTD shall not constitute an offer, and is only valid for a period of 10 Business Days from its date of issue.

3. Services

3.1 XPERT DELIVERY LTD shall provide the Services subject to and in accordance with: (a) these Conditions; (b) (to the extent that the Services involve the carriage of Goods by road within the United Kingdom) the RHA Conditions; (c) (to the extent that the Services involve the carriage of Goods by road outside of the United Kingdom) CMR; and (d) (to the extent that the Services involve warehousing services or the storage of Goods) the UKWA Conditions.

3.2 If there is any conflict or ambiguity between the terms and conditions listed in clause 3.1 above, then the conflict or ambiguity shall (to the fullest extent permitted by law) be resolved in accordance with the order of precedence listed in clause 3.1 (starting with these Conditions).

4. Responsibility for the Goods

4.1 The Customer warrants that:

(a) it is or will be the owner and /or be in lawful possession of the Goods at the time of Acceptance by XPERT DELIVERY LTD or has or will have the right to allow them to be stored and transported by XPERT DELIVERY LTD on the terms set out in these Conditions;

(b) the Goods are fully and accurately described to XPERT DELIVERY, including in respect of the nature, weight, quantity, identity, condition and dimensions of the Goods;

(c) it has informed XPERT DELIVERY LTD(in writing) of any peculiarity (including non-visible peculiarities) in respect of the Goods which is relevant to the transportation or storage of the Goods;

(d) where Goods are loaded on to trailers or vehicles by the Customer, such trailers or vehicles will be loaded safely and in accordance with all applicable legislation, codes of practice and weight restrictions;

(e) the Goods shall be presented to XPERT DELIVERY (circumstances apply accordingly):

(i) when/if on Standard Pallets and adequately secured to the pallet and not overhanging the pallet edge;

(ii) in a condition that complies with all relevant statutory requirements;

(iii) securely and properly packed in compliance with any statutory regulations or official or recognised standards and in such condition as not to cause damage or injury or the likelihood of damage or injury to any person or property or to any other goods;

(iv) clearly and legibly labelled in a way that enables them to be clearly separated from other similar goods and which shows product codes, qualities and type of goods; and

(v) accompanied by written information specifying any precautions necessitated by the nature or condition of the Goods or any statutory duties specific to the Goods with which XPERT DELIVERY LTD may need to comply and, for the avoidance of doubt, the Customer shall be charged for any expenses incurred by XPERT DELIVERY LTD in complying with any such statutory duties or precautions; and

(f) unless expressly agreed in writing between the parties, and is not part of the prohibited/restricted items list available at https://www.xpertdelivery.co.uk/how-it-works.

4.2 The Customer shall fully indemnify and hold harmless XPERT DELIVERY LTD against any losses, damages, costs, expenses and other liabilities (including legal fees) incurred, awarded against or agreed to be paid by XPERT DELIVERY LTD because of a breach of the warranties in clause 4.1.

4.3 Risk in the Goods shall remain at all times with the Customer.

4.4 XPERT DELIVERY LTD is under no obligation to insure the Goods and the Customer is advised to obtain insurance for the Goods against all risks and to the full value of the Goods.

4.5 XPERT DELIVERY’s liability for loss of or damage to the Goods is to the fullest extent permitted by law, limited to the extent to which loss of or damage to the Goods arises as a direct result of XPERT DELIVERY’s negligence from the time of Acceptance of the Goods by XPERT DELIVERY LTD until the Goods come under the control or custody of the Consignee or, in the case where Goods are to be carried by a third party who has been engaged directly by the Customer, at the time when the Goods come under the control or custody of such third party. 4.6 Subject to clause 4.5, if XPERT DELIVERY LTD Accepts wrapped pallets or bales or sealed roll cages or Goods in any other sealed container or packaging, XPERT DELIVERY’s liability for loss of or damage to the Goods shall be limited to loss of or damage to the outer packaging only. XPERT DELIVERY LTD shall not be liable for loss of or damage to the Goods contained within the outer packaging unless the Customer can prove that:

(a) the Goods were not damaged and were present in the quantity claimed at the time of Acceptance by XPERT DELIVERY; and

(b) such loss of or damage to the Goods was caused as a direct result of XPERT DELIVERY’s negligence.

4.7 XPERT DELIVERY LTD shall not be responsible for any loss of or damage to the Goods if and to the extent that the Goods:

(a) have been damaged in any way prior to XPERT DELIVERY's Acceptance of the Goods;

(b) have been damaged by reason of the condition of the:

(i) packaging of the Goods; or

(ii) pallet or other container in or on which the Goods were Accepted by XPERT DELIVERY;

(c) have been damaged in any way or lost as a result of any act or omission of the Customer or its employees, subcontractors or agents or of any third party outside XPERT DELIVERY’s control, including the Consignee, its employees, subcontractors or agents;

(d) have been damaged in any way or lost as a result of a Force Majeure Event; or

(e) suffer damage or loss which is covered by an insurance policy carried by the Customer.

4.8 XPERT DELIVERY LTD shall not be required to alter, remove, conceal or otherwise interfere with any markings on any materials in which Goods are packaged and shall deliver Goods in the same packaging in which they were Accepted by XPERT DELIVERY LTD unless otherwise required in the reasonable opinion of XPERT DELIVERY LTD in order to protect the Goods or the property of XPERT DELIVERY LTD or any third parties.

4.9 At any time and for any reason, XPERT DELIVERY LTD shall have the right (as it deems necessary) to examine Goods, open packages and rearrange the way Goods are configured on pallets (where applicable).

4.10 Any Goods which (in the opinion of XPERT DELIVERY) are not presented in accordance with these Conditions may be removed at any time by XPERT DELIVERY LTD at the Customer’s expense without notice or the Goods may be retained by XPERT DELIVERY LTD for an additional charge or XPERT DELIVERY LTD may re-store, invert, re-pack or re-stow the Goods and/or replace the pallets and charge the Customer accordingly. XPERT DELIVERY LTD may, providing it is acting reasonably, at its discretion and at the Customer’s expense and without any liability, arrange for destruction, storage or other disposal of such Goods.

4.11 XPERT DELIVERY LTD reserves the right to refuse to Accept Goods for any reason.

4.12 In the absence of specific instructions (in writing) from the Customer, XPERT DELIVERY LTD may transfer, treat and/or store the Goods in such manner as it decides in its absolute discretion.

4.13 XPERT DELIVERY LTD may (at any time) give twenty-eight days’ notice to the Customer requiring the Customer to remove the Goods or in the case of perishable or otherwise sensitive (in the reasonable opinion of XPERT DELIVERY) Goods three days’ notice. If the Goods are not removed on the expiry of the relevant notice period, XPERT DELIVERY LTD shall be entitled to sell the Goods forthwith and deduct from the proceeds all outstanding Charges, interest thereon and the costs of disposal.

4.14 XPERT DELIVERY LTD shall not be required to return pallets to the Customer or to any third party.

4.15 Save as expressly provided for in the Contract, these Conditions or otherwise prohibited by law, the parties agree to exclude all XPERT DELIVERY's obligations as a bailee of the Goods.

5. Supply of Services

5.1 The Customer acknowledges that time shall not be of the essence for performance of the Services.

5.2 XPERT DELIVERY LTD shall have the right to make any changes to the Services which XPERT DELIVERY LTD(in its absolute discretion) deems necessary, including changes to comply with any applicable law or safety requirement.

Unless otherwise stated, our quote and contract are for carriage of your goods on "door to door basis" and the charges set out in our quote are for the dimensions, weight and distance provided by you. Shall you need to amend your shipping request, you agree to pay additional fees. You must pay our charges by either a bank transfer, PayPal or credit/debit card prior delivery or by COC (Cash on Collection). We cannot deliver your goods, if there is any balance still not cleared! If the outstanding payment is not cleared in full until delivery date, an additional charge will be applied for collection fees & interest to a debt collector.

XPERT Delivery LTD reserves the rights to apply a storage fee and/or may destroy or sell the content of the shipment without any further liability to you if the parcel cannot be delivered within 7 days after collection date due to delivery refusals.

6. Customer's obligations

6.1 The Customer shall:

(a) ensure that the terms of the Order are complete and accurate;

(b) co-operate with XPERT DELIVERY LTD in all matters relating to the Services;

(c) provide XPERT DELIVERY, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by XPERT DELIVERY;

(d) provide XPERT DELIVERY LTD with such information and materials as XPERT DELIVERY LTD may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;

(e) obtain and maintain all necessary licences, permissions and consents as XPERT DELIVERY LTD may reasonably require in order to supply the Services;

(f) keep and maintain all materials, equipment, documents and other property of XPERT DELIVERY LTD(XPERT DELIVERY LTD Materials) at the Customer's premises in safe custody at its own risk, maintain XPERT DELIVERY LTD Materials in good condition until returned to XPERT DELIVERY, and not dispose of or use XPERT DELIVERY LTD Materials other than in accordance with XPERT DELIVERY's written instructions or authorisation; and

(g) accept sole responsibility for ensuring that all necessary and appropriate arrangements are in place in respect of loading, chocking, stowing and unloading of vehicles.

6.2 If XPERT DELIVERY’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

(a) XPERT DELIVERY LTD shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations;

(b) XPERT DELIVERY LTD shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from XPERT DELIVERY’s failure or delay to perform any of its obligations; and

(c) the Customer shall reimburse XPERT DELIVERY LTD on written demand for any costs or losses sustained or incurred by XPERT DELIVERY LTD arising directly or indirectly from the Customer Default.

(d) the Customer shall include written notes to the Consignment form. XPERT Delivery is not liable for damages to any goods with a value below £150 or not packed/wrapped prior collection. XPERT Delivery is not liable for any complaints relating to transport damage that are reported more than 24 hours after receipt of the goods.

7. Signed Receipts

7.1 The Carrier shall, if so required, sign a document or electronic record prepared by the sender acknowledging the receipt of the Consignment but the burden of proving the condition of the Consignment and its nature, quantity or weight at the time of collection shall rest with the Customer.

8. Claims Procedure

All claims must be submitted in writing to XPERT Delivery within 24 hours of delivery. We are not obliged to act on any claims until our charges have been paid nor are you entitled to deduct the amount of your claim from our charges. In order to consider a claim for a damage, the contents of your goods and the original packing must be made available to us for inspection. Goods with insufficient packing or not packed/wrapped at all whilst in transit are excluded from any insurance claim. You shall cover all excess fees in case of a claim.

9. Trademarks

Xpert Delivery, https://www.xpertdelivery.co.uk and other Xpert Delivery graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks or trade dress of Xpert Delivery. Xpert Delivery’s trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Xpert Delivery. The images and icons available in the Xpert Delivery icon pack may be used by partners and third-party sites in connection with providing appropriate links to the Xpert Delivery Site so long as they are used in a manner that is consistent with Xpert Delivery’s requirements.