| 1. The following terms and conditions are for ‘Scan Image Solutions UK Ltd’ trading as ‘Microstat’ hereafter known as ‘Microstat’.
2. The following terms and conditions will be included in any contract for goods supplied and work done by Microstat for or on behalf of the customer. Any variation of these conditions in any document of the customer is inapplicable unless accepted in writing by Microstat.
3. This Agreement shall take effect from the specified date when the Goods are first delivered to the Company or collected by the Company for Storage, or as otherwise agreed, until the specified date and thereafter from year to year unless terminated in accordance with the provisions of this Agreement. The Customer may terminate the Agreement by serving on the Company at least three months’ written notice to expire either on the specified date or any anniversary of that date. A withdrawal fee being chargeable to six months’ storage charges at the current time. Upon termination the Customer shall be responsible for the collection of the Goods to be removed. All and any liability of the Company shall cease upon termination of the Agreement.
4. All or any of the rates set out may be increased at any time. The Customer shall have the option of withdrawing from storage all of their Goods on payment of all charges whatsoever accrued up to the date of such withdrawal and subject to withdrawal fee as specified above.
5. The Company will provide a retrieval service to the Customer of the goods, subject to the Terms and Conditions of this Agreement. The retrieval and collection service will be charges at the Company’s rate of charges current at the date of such retrieval and collection, which are available on application to the Company. A normal retrieval shall be one ordered by the Customer by fax and received by the Company before 3.00pm and will be carried out no later than the close of business of the Company within 48 hours or later as specifically agreed between the Company and the Customer. An urgent retrieval shall be one carried out at the discretion of the Company more expeditiously than a normal retrieval. The loss or damage arising out of failure to collect or deliver within any particular period shall be limited to the retrieval fee.
6. The Customer will offer goods for collection by the Company suitable for transportation and storage at the Company’s Premises. The Company may within seven days of receipt of Goods return the same or any part thereof to the Customer if the Company, at its discretion, shall decide that the same are unsuitable for storage by it and the Company shall be under no further liability to the Customer in respect of Goods returned. Similarly, the Company shall be entitled to refuse to collect goods which it shall consider unsuitable for storage by virtue of the nature of the goods or the state of packaging thereof. Goods may only be deposited with the Company in boxes supplied by the Company or in boxes approved by the Company.
7. Any inventories supplied by the Company to the Customer shall be deemed to be correct and complete. The Company shall not be liable for any loss or damage or inconvenience arising directly or indirectly out of any discrepancy or error contained in them or out of any omission from them. Any errors or omissions in respect of any inventories completed by the Company should be notified in writing 7 days after submission to the Customer.
8. The Customer will indemnify the Company and keep the Company indemnified against all demands or claims made and all other proceedings brought against the Company arising out of or in connection with any dispute as to the ownership of the Goods stored by the Company for the Customer under this Agreement or as to the person entitled in law to possession thereof or as to the dangerous nature or any dangerous characteristics thereof and against all and any costs, charges, expenses, damages, or losses incurred or suffered or becoming payable by the Company (including any legal costs and disbursements on a full indemnity basis) in, or in connection with, or as a result of any such demand, claim or action or other proceedings as aforesaid.
9. The Company reserves to itself the absolute discretion in respect of the means, route and procedure to be followed in performing the Agreement and shall be entitled in its absolute discretion to vary or deviate from or interrupt the agreed or usual or intended route or method of carrying out the Work.
10. The Company may at any time during the Work transfer Goods from vehicle to vehicle and from premises to premises. The Company may engage sub-contractors to perform on its behalf the Work or any part thereof to be performed under this Agreement.
11. The Company shall not be liable for:
a. Any damage, loss, detention, misdelivery or delay in respect of any Goods unless such damage, loss, detention, misdelivery or delay occurs whilst the Goods are in the actual custody and control of the Company or its agents. The Company shall not be liable for any loss or damage (whether direct, indirect or consequential) resulting from its failure to perform the Work at or within the agreed time where such failure arises by reason of any circumstances beyond the Company’s control including breakdown of vehicles or machinery, adverse weather conditions, labour disputes, the effect or parking, waiting, loading or unloading regulations.
b. Any damage to Premises, roadways or approaches unless caused by the neglect of the Company or its agents
c. The quantity or condition of any goods contained in any boxes or other containers where such Goods have not been packed by the Company.
d. Any indirect or consequential loss or damage however caused. It is agreed that the Company shall be deemed for this purpose to have no knowledge of any special value attributable to the Goods and will only may payable or proportion of payment calculated by reference to our limits as set out under Condition 11.
12. The liability (if any) of the Company for any damage, erasure or corruption, loss, deletion, deviation, misdelivery or delay shall be limited to the salvage value of the goods to a maximum value of £20.00 per tonne or proportionate thereof, Liability for damage to premises is limited to £25.00.
13. Nothing contained in these conditions shall require the Company to allocate any particular area or space at its Premises for the storage of the Goods or operate to create a tenancy in respect of any area or space occupied.
14. The Customer shall pay to the Company on demand its charges (together with Value Added Tax) for any Work or services carried out, other than storage including retrievals or collections at such rates as may be agreed from time to time.
15. If any sum is due to the Company on any account which is 6 months in arrears or if any Goods stored are not removed and all charges paid thereon when the Company requires them to be removed, the Company shall in the case of charges without further notice, have full power to open and examine any part of the whole of the property and at its option to sell the whole or any part thereof, then the Company may apply the proceeds of the sale after deducting all expenses incidental thereof in payment of or towards all sums owing to the company by the Customer. Any surplus will be paid over to the Customer without interest on application but save therefore the Company shall be released from any liability whatsoever in relation to the Goods sold. If the Company elects to sell part only of the Goods they shall be at liberty to charge their proper charges for the storage of any goods remaining and without any further notice from time to time sell the remainder or any part of the remainder of the said Goods and apply the proceeds as before stated and all these conditions shall apply thereto.
16. All claims for damage to, loss of, or failure to produce any Goods shall be made in writing (time being of the essence of the Agreement) within 7 days after delivery of the Goods alleged to be damaged or in the case of Goods alleged to be lost or which the Company fails to produce within 7 days after the time when the Goods should in the ordinary course have been delivered along or with other Goods. The Company shall be under no liability unless a claim is so made within the time stipulated. All damage to Premises must be pointed out to the Company’s representatives at the time and confirmed in writing within 48 hours after the damage is alleged to have occurred (time being of the essence of the Agreement) otherwise the Company shall not be liable.
17. Microstat reserves the right to subcontract the fulfilment of any contract or any part thereof.
18. In addition to any right of lien to which Microstat may by law be entitled Microstat shall (in the event of non-payment by the customer of previously submitted invoices to the customer) be entitled to a general lien on all documents and/or completed goods of the customer in Microstat’s possession for the unpaid price in respect of other completed work and/or completed goods delivered to the customer by Microstat under the same or any other contract.
19. Any time of date proposed by Microstat for delivery of the completed goods and/or original documents is given and intended as an estimate only and Microstat shall not be liable for any loss of damage whether arising directly or indirectly out of delay in delivery.
20. If for any reason the customer is unable to accept delivery of the completed goods at the time when the completed goods are due and ready for delivery Microstat shall if its storage facilities permit, store the completed goods (and any original documents in its possession) safeguard them and take all reasonable steps to prevent their deterioration until their actual delivery, and the customer shall be liable to Microstat for the reasonable cost of its so doing.
21. The customer will be deemed to have examined and accepted the quality of the completed goods at the time of delivery unless a complaint in writing is made by the customer to Microstat within three days of delivery.
22. In the event that any documents belonging to the customer are destroyed, lost or damaged while in the possession of Microstat for the purpose of the work being undertaken or in possession of Microstat during transit from or to the premises of the customer, by reason of any of, but not limited to, fire, theft, flood, war, strike, riot, affray or other form of force majeure, then Microstat will not be liable whatsoever for any such destruction, loss or damage thereby occasioned nor bear any responsibility in respect of any claims by the customer or any third party arising out of the same.
23. The customer will indemnify Microstat to the full extent of satisfying any claims (including costs and/or other expenses to which Microstat may become liable) brought by a third party against Microstat as a result of any incident referred to in clause 8 above, or as a result of any claim for infringement of any copyright brought against it by virtue of microfilming or the doing of any other work to produce the completed goods.
24. Insurance will be the responsibility of the Customer unless express written instructions have been given to Microstat to insure the Goods at the Customer’s expense, in which circumstances Microstat will use its best endeavours to insure the Goods in the sum specified by the Customer except as herein provided. It is the Customer’s responsibility to provide a full and proper valuation in respect of the Goods. Microstat will not be liable for any claims in respect of under insurance in the event of total or partial loss. In all circumstances, except where written instructions have been given to Microstat as specified above, the Customer warrants that adequate insurance exists for the duration the contents are deposited with Microstat and when in transit between the Customer and Microstat’s premises. Should the insurers dispute their liability for any reason the Customer shall have recourse against the insurers only and Microstat shall not be under any responsibility or liability in relation thereto.
25. These conditions and the context shall be subject to and constructed in accordance with the Laws of England and Wales.
26. I have read this Agreement and agree to be bound by the terms contained therein. |
