Please read these Terms and Conditions very carefully and particularly clauses 3.2, 6, and 9, which set out the extent of our liability under these Terms and Conditions and provide for an indemnity by you in certain circumstances.

You accept these terms in full and without alteration simply by using our service, however we may remind you of these terms from time to time and ask you to agree when you take certain actions such as printing a label, these terms apply to every use of our service whether you explicitly agree to them as part of the process of using the service or not.

Please note that certain items are Prohibited Items and cannot be sent by any of our Services. Please check your item against the Prohibited Item list which is published on our web site and regularly updated. We reserve the right to deal with any Prohibited Items at our sole discretion without being liable in any way to you or the recipient of the Shipment containing the Prohibited Item(s). For the avoidance of doubt, this means that if these items are carried, they are carried without compensation cover for damage or loss, regardless of whether compensation cover is taken out. We have the right to dispose of any Prohibited Items sent by you through our service, in whole or in part, as we decide and reserve the right to charge you for any reasonable costs we incur in doing so.

Certain other items are carried without compensation cover for damage and at your risk, regardless of whether compensation cover is taken out. We do not accept any liability for damage to or made by these items caused through the use of our Service (the No Compensation Items). Please check your item against the item list not covered for compensation which is regularly updated.

Standard Terms of Contract

In these Terms and Conditions where the following terms are used, they shall have the following meanings:

a)       “Shipment” means any package or item that you send through our service.

b)       “Damaged Shipment” means a Shipment that has been damaged.

c)       “No Compensation Items” means items that are carried without compensation cover for damage and at your risk.

d)       “Out of Gauge” a Shipment is deemed Out of Gauge if it is outside of the weight and dimensions that we carry on a particular service.

e)       “Prohibited Item” means any item that is listed on our list of prohibited items and so cannot be carried by our service.

f)         “Purchased” means when you accept the Shipment.

g)       “The Collection Point” means the address at which a Shipment is received or collected by us.

h)       “The Delivery Point” means the address to which any Shipment is delivered.

i)          “The Excepted Risks” are a list of risks that we do not cover you for under any circumstances – they are Excepted from our cover as they are beyond our control:

 

                                 i.             war, invasion, act of foreign enemy, hostilities (whether war be declared or not), civil war, rebellion, revolution, terrorism, insurrection or military or usurped power, or loot, sack or pillage in connection, and/or

                               ii.             ionising radiations or contamination by radioactivity from any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel, and/or

                              iii.             radioactive, toxic, explosive or other hazardous properties of any explosive nuclear assembly or nuclear component of the same, and/or

                              iv.             pressure waves caused by aircraft and other aerial devices travelling at the speed of sound or faster, and/or

                                v.             the absence, failure or inadequacy of the packing or packaging used for a Shipment.

j)          “This Agreement” means these terms and conditions.

k)        “Us, We or Our” means Smooth Parcel, together with its directors, employees any agents subcontractors or others acting on its behalf.

l)           “You” means the customer who is contracted with us to deliver the Shipment.

m)     “Rate Card” Means the price list for Shipments shown on our web site or agreed between us in writing.

n)        “Returned to Sender” A Shipment may be returned to sender (i.e. to us) if the recipient returns it for any reason, common reasons include

a.       The recipient does not accept receipt of the Shipment;

b.       The recipient does not pay any outstanding charges; and/or

c.         The item is an Out of Gauge item.

o)        “Service” means the service and carriage of a Shipment by us.

2.1 We will carry out the Service(s) for you whilst this Agreement is in force, in return for the payment by you to us of the price set out in the Rate Card and in accordance with the terms of this Agreement.

2.2 We shall have the right to make any changes to the Service(s) which are necessary to comply with any applicable law or safety requirement or which do not materially affect the nature or quality of the Service(s) where possible we shall notify you of any such changes.

2.3 We warrant that the Service(s) will be provided using reasonable care and skill.

3.1 If collection or delivery of a Shipment takes place at your premises, we shall not be under any obligation to provide any equipment or labour which, apart from the driver collecting the Shipment, may be required for loading or unloading of a Shipment.

3.2 Any Shipment (or part of a Shipment) requiring any special equipment for loading and unloading shall be accepted by us for transportation only on the understanding and condition that such special equipment will be made available at the Collection Point and the Delivery Point as required. Where such equipment is not available and if we agree to load or unload the Shipment (or part of the Shipment) we shall be under no liability or obligation of any kind to you for any damage caused (however it may be caused) during the loading or unloading of the Shipment. This includes any damage caused whether or not by our negligence and you shall agree to indemnify and hold us harmless against any claim or demand from any person arising out of our agreeing to load or unload the Shipment in these circumstances.

4.1 We will make at least one attempt to deliver each Shipment during normal working hours. If we cannot obtain a delivery receipt at the Delivery Point you agree that we shall be authorised at our discretion or that of our sub-contractors’ agent to attempt to:

(a) deliver the Shipment to, or obtain a delivery receipt from, an alternative address close to the Delivery Point; or

(b) deliver the Shipment to a safe location at the Delivery Point

and (if successful) we agree that we will leave at the Delivery Point details of the address or safe location to which we have delivered the Shipment.

4.2 If we are unable to deliver to the Delivery Point, a nearby address or a safe location, we shall return the Shipment to our premises and leave a request for the recipient of the Shipment to contact us to make alternative delivery arrangements to the Delivery Point or to collect the parcel from our contractor’s office (usually a local post office). If the recipient does not collect the shipment or contact us to arrange the alternative delivery within 14 days we will treat the parcel as a shipment in accordance with our “Return to Sender” process.

4.3 If we consider that the Shipment has become a Damaged Shipment and cannot be delivered because it is or in our reasonable opinion is likely to be unsafe hazardous or harmful we reserve the right to dispose of the Damaged Shipment immediately.

5.1 You agree that we may use another carrier in order to support our provision of the services to you (this will be at our own expense) and you agree that both we and this other carrier shall be entitled to the protection of all of the terms of this Agreement which exclude or limit liability for any losses or damage.

YOUR ATTENTION IS DRAWN PARTICULARLY TO THIS CLAUSE AND THE LIMITS OF OUR LIABILITY WITHIN IT.

6.1 Smooth Parcel is a business to business service, you may not deal with us as a consumer, you agree that you are a business and not a consumer when you use our service.

6.2 Nothing in this Agreement shall limit or exclude our liability for:

(a) death or personal injury caused by our negligence;

(b) fraud or fraudulent misrepresentation.

6.3 We will perform Services in a professional manner with the appropriate level of skill and care. However, damage to a Shipment may still occur as a consequence of our handling of it and in such circumstances, our liability shall be limited as set out in these Terms and Conditions. The reasoning behind this limitation of our liability is as follows:

(a) The value of a Shipment and the amount of potential loss to you that could arise if a Shipment is damaged or lost is not something which we can easily ascertain but is something which is better known to you. In many cases it cannot be known to us at all and can only be known to you;

(b) The potential amount of loss that might be caused or alleged to be caused to you is likely to be disproportionate to the sum that we charge you for providing the Service under this Agreement;

(c) It is not possible for us to obtain cover which would give unlimited compensation for our full potential liability to all of our customers and, even if it were, such cover would be much cheaper if taken out by you (rather than us taking out such cover and passing the cost on to you) and on that basis, it is more reasonable for you to take out such cover from an independent third party.

(d) We wish to keep the costs of providing the Service(s) to you as low as possible;

(e) In light of the above we wish to limit our liability for any damage or loss caused to you to a level which we consider reasonable to our charges for providing the Services.

(f) In these Terms and Conditions, damage to you means any damage suffered by you (including any loss of, or damage to, a Shipment and any other loss, whether or not known to you or us or in either of our contemplation at the time of entering into this Agreement), however it arises but only so long as it is caused by our negligence, breach of duty or other wrongful act or omission (which includes any deliberately wrongful act or omission) and any breach of any the terms of this Agreement, or any terms implied by statute (where applicable);

(g) We investigate all claims received by us in a fair and speedy manner, but such investigations are more accurate and are easier to perform soon after the loss or damage is alleged to have incurred and on that basis, the timescales set out in this Agreement are necessary to ensure that such investigations can be performed fairly.

The Extent of our Liability

6.4 We shall only be liable for damage or loss caused to you if it is caused by our negligence, breach of duty or other wrongful act or omission, and only subject to the limitations set out within this clause 6 and clause 7;

6.5 We shall not be liable to you under any circumstances for any direct or indirect loss (including, but not limited to loss of profits, or loss of goodwill) or for any other special or indirect losses, costs, damages, or claims which do not arise naturally as a result of our negligence, breach of duty, or other wrongful act or omission.

6.6 We shall not be liable to you:

a) under any circumstances where there are any material discrepancies (meaning more than 10% difference) between the declared dimensions and weights and the actual dimensions and weights as this may lead to your shipment being held in transit in an insecure way;

b) for any damage caused by our negligence, breach of duty, or other wrongful act or omission, which you have, or you have arranged to be, repaired, unless it is agreed by us that the repair work is to be carried out and that a repairer approved by us undertakes this work;

c) in any circumstances in respect of the items on the Prohibited item list.

The Limitation on the Amount of our Liability

6.7 If we are liable to you for any reason, we shall (subject always to clause 7) only be liable to refund to you the larger of the cost paid for the Services or the agreed compensation cover for your Shipment.

Where there is an agreed compensation cover for your Shipment, our liability to you is further limited to the lower of the value of the compensation cover taken out or the actual value of the Shipment at the date of loss.

We will not be liable to repay you the market value of the Shipment as at the time it was purchased by you. Shipments by their nature are subject to depreciation. You must take out a “new for old” compensation policy from a third party should you wish to be compensated in this way.

6.8 In order to ascertain the extent of our liability, we shall require proof of the value and weight of the entire Shipment and any part or parts of it which make it up and you must ensure that, prior to our collection of the Shipment, you have a record of these. For the avoidance of any doubt, and without affecting clause 6.5, we shall only be liable for the replacement value of the Shipment and not for any sums that would amount to profit on the Shipment or applicable value added tax (or like tax) on such profit.

6.9 If a claim arises as a result of damage to the whole or part of a Shipment and if we settle the claim for a sum equal to or greater than the value of the Shipment, then we shall be entitled to claim ownership of the Shipment and deal with it as we see fit. For the avoidance of any doubt, in this circumstance only, we shall be responsible for the cost of recovery of the Shipment.

6.10 When you wish to combine a number of discrete packages you must do this within an outer box, bag or other packaging fully encompassing all of the discrete packages. If you do not do this and any individual discrete packages come apart in transit resulting in one or more of them being lost, then once the remaining parts are signed for by the recipient, you accept that you cannot make a claim for loss or partial loss of that Shipment.

No Compensation Items and Special Provisions Items

6.11 As stated at the beginning of these Terms and Conditions, certain items are carried without compensation cover for damage and at your own risk regardless of whether compensation cover is taken out. A list of these can be found at: http://www.parcel2go.com/shipping-items.aspx#unins.

We do not accept any liability for, damage to or damage caused by any of the items on these lists, whatsoever and howsoever damage is caused, whether in contract, breach of statutory duty, tort (including negligence) or otherwise.

For the avoidance of doubt, if compensation cover is taken out for the items on the “Special Provisions Items” and/or “No Compensation Items” lists they will be carried with compensation cover only in the event they are lost by us.

Special Provisions

6.12 (a) We shall not, in any circumstances, be liable to you for any damage caused arising directly or indirectly as a result of any of the Excepted Risks.

(b) If at any time we are prevented or delayed from starting, carrying out or completing any of the Services because of a strike, lock out, labour dispute, weather conditions, traffic congestion, mechanical breakdown or obstruction of any public or private road or highway or any other cause beyond our control, you shall have no claim for damages against us for any loss that you may suffer as a result PROVIDED that, where the delay is caused by the mechanical breakdown of one of our vehicles, we shall use our best endeavours to provide a replacement vehicle with the minimum delay practicable.

(c) We shall not in any circumstances be liable for any late delivery or missed delivery or failure to deliver caused by or contributed to by any deficient or ambiguous labelling of a Shipment and you agree to be responsible for ensuring that such labelling is clear and unambiguous.

Your Default

6.13 If our performance of any of our obligations under this Agreement is prevented or delayed by any act or omission by you or failure by you to perform any relevant obligation (“Your Default”):

(a) we shall (without limiting our other rights or remedies) have the right to suspend performance of the Service(s) until you remedy Your Default and, and we shall have the right to rely on Your Default if Your Default prevents or delays our performance of any of our obligations;

(b) we shall not be liable for any costs or losses that you may suffer that arising directly or indirectly from our failure or delay to perform any of our obligations; and

(c) you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from Your Default.

7.1 If we are requested to collect from, or deliver a Shipment to, a country outside of the United Kingdom our terms of liability (subject to clause 7.2 below) shall be governed by the relevant provisions of the Convention on the Contract for International Carriage of Goods by Road as set out in the Schedule to the Carriage of Goods by Road Act 1965 (as amended) (“the CMR Regulations”) and, in particular, articles 17 onwards and those provisions shall be deemed to be incorporated into this Agreement and will apply in place of any inconsistent terms within this Agreement. We can provide a copy of these provisions if requested, but even if these are not requested you will be deemed to have read, understood and agreed to them and their incorporation into this Agreement.

7.2 If the carriage of any Shipment occurs by air travel and involves stopping in a country other than the country of departure then the Montreal Convention as amended shall be generally applicable to such part of the carriage as occurs by air and, in particular, our maximum liability in respect of loss of or damage to any such Shipment during air travel shall be limited to the amount set out in the Montreal Convention (namely £1,870 per ton of the gross weight (i.e. including any and all packaging) of the Shipment).

7.3 We shall not be responsible for any local customs charges, import taxes or duties or any similar charge(s) incurred through our carriage and/or delivery of any Shipment and you must satisfy yourself as to whether any of these charges will become due, and if so in what amounts, before completing an order with us. If any such charges become due as a result of our carriage and/or delivery of a Shipment on your behalf and are charged to us by any competent authority you agree to reimburse us fully in respect of the same within 7 days of our demand.

7.4 The provisions at clause 8.6 shall apply to this clause 7.

8.1 We shall not be liable to you under any circumstances for any loss or damage unless you notify us via our website within:

(a) 14 days of delivery of the Shipment in the case of damage to all or part of a Shipment or loss of part of a Shipment;

(b) and in all other cases (including, but not limited to, loss of the whole of a Shipment) within 28 days from when the Shipment was collected or received by us.

Making a Claim

 

8.2 The procedure for applying for a claim for loss, damage or part damage (“Claim”) is as follows: –

 (i) Log into the “My Account” section on our Website.

(ii) In the “Submit a New Claim” section please click “Create Claim”.

 (iii) Fill in the details as indicated.

 (iv) Click “Submit”.

8.3 Once your Claim has been submitted to us we will review it before deciding whether we are able to make an offer to settle your Claim.

8.4 You will be notified of our decision of whether we are able to settle your Claim or what offer we are prepared to make (“Our Offer”) in the “Your Claims” section on the “My Orders” page of “My Account”.

 Accepting Our Offer for your Claim

8.5 The procedure for accepting Our Offer is as follows: –

(a) Log into “My Account”.

(b) Click “Accept Offer”.

(c) Choose one of the 2 payment options.

(d) Insert the account details for the account you wish Our Offer to be paid into. It is your responsibility to provide the correct account details into the boxes provided. Please note that we will not be liable for any incorrect details which are provided by you. For the avoidance of doubt, we will not be obliged to make any further payments to you in the event that you have provided incorrect account details. Furthermore, we are not obliged to reverse any payments we may make to incorrect accounts as a result of you providing incorrect details.

Requesting a Refund

8.6 The procedure for requesting a refund is as follows:

(i) On our website, go to the Our Live Help Desk section.

(ii) Enter your reference number; and

(iii) If your claim is in connection with a service failure, please provide your parcel tracking number.

(iv) Alternatively, you can submit your request for a refund in writing to us.

8.7 Refunds may be given at our discretion and in accordance with the service definitions made available to you at the time of payment.

8.8 Should a refund be appropriate, it shall be made back to the payment method originally used to book the transaction or into a prepay account with Parcel2Go.com.

8.9 Refunds can only be processed to the contracted party who booked the order.

8.10 Refunds will not be offered for consequential loss.

 

8.11 Refunds must be requested within 28 days from the date the order was placed.

Shipments Returned to Sender

8.12 If a Shipment is Returned to Sender we shall give you 14 days in which to collect the Shipment, failing which we reserve the right to dispose of it. We shall not be liable to you under any circumstances for any loss caused by us exercising this right and you failing to collect the Shipment in the timescales specified.

9.1 We shall assume, for the purposes of this Agreement, that you are the sole owner of every item dispatched in the Shipment but if any other person makes a claim against us for loss of or damage to any such items beyond our liability to you then you agree that you shall indemnify us against any losses or liabilities that we suffer through that claim (including all legal costs and expenses) and you agree that we shall have no liability to you in these circumstances, regardless of whether such claims exceed any limitations of liability set out in this Agreement.

9.2 You agree to indemnify us against any losses or liabilities that we may suffer through the loss of, or inability to deliver, a Shipment caused by deficient or ambiguous labelling of such Shipment.

9.3 You agree to indemnify us against any losses or liabilities that we may suffer through a breach by you of any of your obligations set out in clause 11.

10.1 If you are a business customer with a business account then:

(a) you shall make payment to us within 7 days of the relevant invoice being issued to you, such invoice to be issued weekly in arrears;

(b) without limiting any other right or remedy of ours, if you (as a business customer only) fail to make any payment due to us by the due date for payment, we shall have the right to charge interest on the overdue amount at the rate of 8% per annum above the then current Bank of England’s base lending rate accruing on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly;

(c) you shall pay all amounts due under this Agreement in full without any deduction or withholding except as required by law and you shall not be entitled to assert any credit, set-off or counterclaim against us in order to justify withholding payment of any such amount in whole or in part. We may, without liming our other rights or remedies, set off any amount owing to us by you against any amount payable by us to you.

10.2 If you are not a business customer with a business account you shall pay all charges applicable in respect of the Service(s) provided by us in accordance with the payment terms set out in the Shipment.

10.3 We charge for our Service(s) based on the dimensions and weight of each Shipment. We may check the dimensions and/or weight of each Shipment. In the event we find that the dimensions and/or weight of a Shipment have been under declared by you when checked by us, you agree:

(a) That the dimensions and/or weight that we reasonably determine may be used for the purpose of the calculation of our charges;

(b) We may charge any price difference to you in accordance with our current rates and may also charge an administration fee for correcting such underpayment/additional charge (together, “Additional Charges”);

 

(c) If you are a business customer with a business account, to pay the Additional Charges in accordance with clause 10.1;

(d) If you are not a business customer with a business account, to authorise us to debit the Additional Charges directly from the debit/credit card or PayPal account used to make the original payment. If the Additional Charges (whether whole or part) cannot be paid by this means, the balance is due within 7 days of a relevant invoice being issued to you; and

(e) We may suspend performance of the Service(s) until the Additional Charges are received by us. If we exercise this right we shall not be liable to you in any circumstances for any costs or losses arising directly or indirectly that you may suffer as a result and clauses 6.13 and 8.12 shall apply.

10.4. Should the provision of any Service(s) mean that we have to deliver a Shipment on a bank or other public holiday we shall be entitled to make a reasonable extra charge for any additional costs incurred by us as a result.

10.5. All charges stated, whether by invoice or in the Shipment, shall be exclusive of any applicable value added tax which shall be added to the total sum payable to be repaid by you.

10.6 From time to time, we may provide you with a discount code to be used with your order. You may only use a discount code once, with one order.

10.7 In the event that you use the same discount code with more than one order, we may, at our absolute discretion:

 (a) cease trading with you and/or your business; and/or

 (b) remove your ability to place orders with us; and/or

(c) intercept your Shipment(s) and re-direct it to our depot in Bolton. An administration charge of £15.00 per Shipment is applicable, should you wish for the Shipment(s) to be re-shipped and/or collected.

11.1 At any time where we offer customers a system of payment on account with bonus credit being applied to such accounts, we shall refer to such system as “Prepay” and the additional provisions of this clause 11 shall apply.

11.2 Your current Prepay credit and any applicable bonus credit shall be separately recorded and the total balance of these credits shall be shown in your account through our website.

11.3 When you accept the Shipment our system will check your Prepay credit and bonus credit balance. The price set out in the Shipment shall be deducted from the balance. If such deduction would result in a negative balance then you shall make up the difference in accordance with the provisions of clause 10 (Payment).We may set a minimum Prepay limit from time to time on any credit payments made to your Prepay account and these will be notified to you through our website (currently £20).

11.4 Any payment made on account under the Prepay system shall be deemed as a payment for services to be ordered from us. After the initial refund period described below our liability to you will be to provide services to the value of the account balance. Cash balances will not be returned except in cases where you received a defective service and requested a refund of the unused Prepay cash balance held on the account. Any such refund shall be provided subject always to the provisions of clause 6 and you complying at all times with your obligations under clause 12.

11.5 If you do not place any orders for a 6 month period we will send an e-mail to the address in your Account Details to remind you of your balance. This will be repeated at 12 months and 18 months. When a period of 24 months has passed with no orders placed we will assume that your account is no longer active, the Prepay balance will expire and you shall have no further claim to such balance (including in order to pay for services).

11.6 If you change your mind after making a payment on account you may request a refund. The procedure for requesting a refund from your Prepay balance or otherwise is set out in clause 8 above In such cases the amount refunded will be the sum of the original payment less the value of any services ordered on account.

12.1 You agree to:

(a) ensure that the information you supply in the Order Schedule is complete and accurate;

(b) co-operate with us in all matters relating to our provision of the Service(s);

(c) provide us with access to your premises, office accommodation and other facilities as reasonably required by us if any of these are to be the Collection Point or Delivery Point and be responsible for ensuring that the premises are free of hazardous materials and do not pose a health and safety risk to us ;

(d) provide us with such information and materials as we may reasonably require in order to supply the Service(s) and ensure that such information is accurate in all material respects.

12.2 You agree that we shall not be required, and that you shall not cause us, to carry anything if it would be illegal or unlawful for us to do so (either in the UK or any country to which a Shipment is to be delivered). You agree that should you do this, you will indemnify us against any losses and/or damage that we may suffer as a consequence.

12.3 We will not, without specific separate written agreement, carry: livestock; liquids; perishable goods; gasses; pyrotechnics; arms; ammunition; corrosive; toxic; flammable; explosive; oxidising or radioactive materials. In addition, we will not carry any items which are on our prohibited list above.

12.4 We reserve the right to refuse to carry any parcels which are neither the property of, nor sent on behalf of, you.

12.5 You understand that:

(a) All Shipments shall be accepted at the Delivery Point and that the recipient shall give our driver an appropriate receipt and you agree that this receipt shall be conclusive evidence of delivery of the Shipment by us. This clause 12.5(a) shall not apply where such receipt is obtained as a result of fraud, collusion or dishonesty on the part of our driver.

(b) If there is a strike by any employees of yours, or the employees of any person receiving delivery, then you agree that our representative shall not be asked to perform any additional duties or any duties of a strike-breaking nature.

 

13.1 Unless specifically agreed otherwise, “working days” do not include Saturdays, Sundays or public holidays.

13.2 We will not provide any refund or reduction of charges if we receive less than the number of parcels for which you have contracted.

14.1 This Agreement, the Order Schedule, the CMR Regulations and the Montreal Convention (so far as they are applicable) shall constitute the entire contract between us and you and the contract shall not incorporate, or be deemed to incorporate any provisions of any other documents. In addition, this contract and the documents referred to above shall supersede any previous contract, warranty or representation made or given by us relating to the Service(s) set out in the Order Schedule.

15.1 No variation, amendment or cancellation of the terms of this Agreement (other than the Order Schedule) shall be binding upon us unless and until it is confirmed in writing by a director of us and, for the avoidance of any doubt, it is declared that no person other than a director has authority to negotiate or enter into any commitment on behalf of us which would or might (but for this clause) involve us in any legal liability whatsoever.

16.1 This Agreement may be terminated by either party giving to the other one month’s written notice of its desire to terminate this Agreement. This Agreement may also be terminated immediately if the other party breaches any of its obligations under this Agreement or (in the case of an individual) becomes bankrupt or (in the case of a company) goes into liquidation other than for the purposes of reconstruction or amalgamation, or has an administrator or receiver appointed over any of its or his property or income or make any deed or arrangements with or for the benefit of his or its creditors.

16.2 On termination of this Agreement for any reason:

(a) you shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Service(s) supplied where the Shipment has been delivered but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt;

(b) in respect of a Shipment which has already been paid for and which has been received but not yet delivered, then we shall deliver such Shipment in accordance with the terms of this Agreement;

(c) in respect of a Shipment which has not been paid for but which we have received but not delivered, we shall return the Shipment to you.

(d) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination or expiry; and

(e) clauses which expressly or by implication have effect after termination shall continue in full force and effect.

17.1 This agreement and any dispute arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Hong Kong

17.2 You irrevocably agree, for our sole benefit that, subject as provided below, the courts of Hong Kong shall have exclusive jurisdiction over any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual claims). Nothing in this clause shall limit our right to take proceedings against you in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions prevent us from taking proceedings in any other jurisdictions, whether at the same time or not, to the extent permitted by the law of that other jurisdiction