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Terms and conditions of use

IMX Global Distribution Group Companies

STANDARD TRADING CONDITIONS

1. Definitions

accounting for any Mail Documents” means the acknowledgement of each and every item or group of items by addressee or title for distribution whether or not known to the consignor and, for the avoidance of doubt, does not include the physical distribution or holding of the Mail Documents

bulk mail” means the consignment of multiple postal items for despatch worldwide without reference to any specific item or items which mail may be direct mail, invoices, statements, brochures, magazines, pamphlets, books, mail order products and other items of no intrinsic commercial realisable or other value (as postal items)

carriage” means the carrying and transporting of Mail Documents by land, sea or air by whatever method or means

consignment note” means an IMX numbered non-negotiable collection/delivery dockets which a consignor completes prior to or at the time of collection to or delivery by IMX

consignor” means, in addition to a consignor, a sender, shipper, agent, nominee, sponsor, promoter, project or campaign manager or financier of the consignor, sender or shipper or any person or authorized person of a designated company mandating instructions to IMX in relation to any consignment or sequence of consignments of any type of form

data” means electronic address or other confidential data sent electronically to IMX by the consignor, sender, shipper or agent or nominee of the consignor, sender or shipper by electronic transfer or by disc but does not include returns or undeliverable or amended data generated by IMX. Data in electronic format always remains the property of the consignor, sender, shipper or agent or nominee of the consignor, sender or shipper and IMX shall not exercise any lien or retention of such data without the consent of the consignor, sender, shipper or agent or nominee of the consignor, sender or shipper

distribution” means carriage, transportation, packaging, handling, processing and the like and all things incidental to the same

fulfilment” means the handling, processing and all things incidental to the same for the formatting and presenting items for mailing

holding” means the retention, storage or other means of holding Mail Documents prior to despatch or pending return to the consignor

IMX” means IMX Limited and/or IMX Worldwide Limited

Mail Documents” means any goods, documents, packages or parcels of the consignor [including bulk mail]

mailing” means the processing of bulk mail for forwarding for delivery by postal systems (which may include private systems for carriage, transportation, handling or the like)

notice” means notice in writing given by a consignor to IMX or vice versa whether personally or by post, e-mail or web site

no intrinsic commercial realisable or other value” means Mail Document(s) which is/are by its/their very nature of negligible or no value [other than] for the purpose of communication

packaging” means the fulfilling, inserting, sealing, labelling, enveloping, wrapping, binding or such other activities for presentation for processing

processing” means sorting, facing, franking, stamping, post-marking, binding, bagging, labelling, etc

re-mailing” means the processing of mail through a third party postal system or administration which may include private systems for carriage, transportation, handling and other related services

services” or “the services” means the mailing, re-mailing, carriage, lodgment, transporting, holding, storage and packaging of documents and ancillary service as notified on IMX’s non‑negotiable consignment note

these Conditions” means these Standard Trading Conditions

transportation” means physical movement whether internally or externally [to] [or] [by] IMX

In these Conditions the singular shall include the plural and vice versa and the masculine shall include the feminine and vice versa

2. Terms

2.1 All contracts or undertakings whether verbal or in writing are entered into by IMX subject to these Conditions

2.2 These Conditions constitute the entire agreement between the parties and supersede any previous agreements or understandings.  All other terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law

2.3 No variation or alteration of these Conditions shall be of any effect unless previously agreed in writing and signed by a director or other duly authorised person on behalf of IMX

3. Formation of Contract

3.1 The circumstances in which a contract is formed between IMX and a consignor will, without limitation, include the acceptance by the consignor of any quotation of IMX, the delivery to IMX of Mailing Documents by a consignor for mailing or holding, the collection by IMX from or order for collection by the consignor of Mail Documents for mailing or holding

3.2 IMX agrees to provide the services as notified on IMX’s non-negotiable consignment note or any substitution for or variation of the same produced by IMX to the consignor or the instructions by the consignor to IMX provided that the consignor pays the agreed tariff in accordance with the payment terms (of which payment is designated for each and every invoice issued by IMX to the consignor)

4. Prohibited Mail Documents

4.1 IMX reserves the right to refuse to carry any Mail Documents at its absolute discretion.  IMX reserves the right to carry Mail Documents conditionally

4.2 IMX will not carry Mail Documents that are, or which contain items which are, dangerous, hazardous, combustible, explosive, prohibited drugs, precious metals and precious and semi-precious stones, including commercial carbons or industrial diamonds, currency (paper or coin), negotiable securities, stocks or bond certificates, uncancelled postage or revenue stamps, war savings or thrift, stamps, blank or endorsed in blank cheques; letters, packages, parcels, books or periodicals of value, antiques, pictures, livestock or plants, pathological and pharmaceutical specimens or any other medical material, clothing or personal effects and goods of a pornographic, politically sensitive, defamatory or offensive nature

4.3 The consignor shall indemnify IMX for any claims, loss, damage, costs and expenses which may be made against IMX or which IMX may suffer in connection with or as a result of the consignment, carriage, transportation, holding, packaging or the like of Mail Documents referred to in 4.2 and IMX shall be entitled to deal with such Mail Documents as it sees fit without liability to the consignor and without prejudice to its rights under this subclause

4.4 Where IMX refuses to carry any Mail Documents IMX reserves the right to return the Mail Documents to the consignor at the expense of the Consignor

5. Route, Method and Procedure

IMX shall carry, transport, hold, handle, package and deal with the Mail Documents by any route, method or procedure according to any handling, carrying, holding or transportation system which IMX deems the most suitable and convenient unless a specific method of handling, carriage, holding, packaging or transportation has been agreed in writing between the consignor and IMX. IMX shall not be liable for any delay, loss, damage or any consequential loss arising from the failure of the consignor to specify in writing any such specific method.

6. Payment Terms

6.1 The price of each service and or consignment shall be IMX’s quoted price or where no price has been quoted IMX’s standard rate for the designated charging service or zone.  IMX shall be entitled to vary its rates from time to time by giving not less than 7 days’ written notice to the consignor and shall be entitled to amend without notice its rates in the event of any changes in service(s) or consignment details from the agreed services or for any changes in scheduling or instruction or consignor

6.2 The consignor must provide detailed instructions and or a completed IMX non-negotiable consignment note detailing clearly the services required and total number of items and the total weight to each designated charging zone and the consignor must carry out a check of the same at time of delivery to or collection by IMX. IMX shall be entitled to elect to invoice the Consignor before the date of despatch and the consignor must pay the invoice before the date of despatch or monthly in advance for holding facilities.  Where credit facilities are given by IMX to the consignor payment must be made within 28 days failing which IMX has the right to withdraw such facilities at any time and without notice. Any service or delivery delays as a consequence of IMX reasonably withdrawing credit facilities does not constitute a breach of contract by IMX

6.3 Without prejudice to the foregoing, in the event of any delay in settlement of any outstanding account for a period in excess of 2 months from the date of invoice, IMX is entitled to add interest to the amount of such invoice calculated at the rate of 4% above the base lending rate of National Westminster Bank plc for the time being from the due date of payment until the actual date of payment

6.4 In the event that payment is not made for any service or consignment IMX shall be under no obligation to distribute, hold or store the Mail Documents and if payment is not made and the Mail Documents are not collected by the consignor, IMX has the right to remove and destroy the Mail Documents after a period of 60 days following notification by IMX in writing to the consignor of its intention to do so or to hold at IMX’s discretion the goods under legal lien until such monies are paid in full including any additional associated costs

6.5 Any price quoted or invoiced by IMX for carriage, transportation, holding, packaging or other services is exclusive of any duties, levies, fines, deposits or other expenses arising in connection with the same

6.6 A consignor may assign its rights under any service or consignment and IMX may in its own discretion accept or reject the assignment subject to the proviso that the consignor and the assignee remain at all times jointly and severally liable for payment of IMXs invoices. IMX reserves the right to elect to recover and offset any moneys owed to IMX against any one or more consignor and or assignee. The consignor(s) and or any assignee(s) are jointly and severally liable for any and all moneys outstanding to IMX

6.6 All payments to IMX must be made in the currency denominated by IMX

7. Cancellation by Consignor

No order which has been accepted by IMX may be cancelled by the consignor except with the agreement in writing of IMX and on terms that the consignor shall indemnify IMX in full against all loss (including loss of profit), costs (including the costs of all labour and materials used), damages, charges and expenses incurred by IMX as a result of cancellation

8. Inspection

IMX reserves the right, but is under no obligation, to inspect any Mail Documents to ensure that the Mail Documents are fit for carriage and comply with any operating procedures or customs and import handling requirements of the UK, the country of destination or any country to which the Mail Documents may be consigned, sent or transmitted through

9. Exclusion

IMX does not in any way warrant that any Mail Documents conform to any particular specification  and IMX accepts no responsibility for:

9.1 the accounting for any Mail Documents (other than the acknowledgement of the bulk collected by or delivered to IMX)

9.2 any Mail Documents being delivered to any specific addressee

9.3 the amounts, quantities, volumes, conditions or other specification other than the acknowledgement of the bulk of the Mail Documents consigned

9.4 the presentation, making, packaging or condition of any Mail Documents collected by or delivered to IMX

9.5 the failure of delivery or the rejection of any Mail Documents for whatever reason by a carrier or transporter, post office or receiving postal system or administration in the country of destination

10. Infringement of Local Law

10.1 IMX does not warrant that any Mail Documents carried will not infringe any local law of any country or state to which the Mail Documents may be consigned, sent or transmitted through

10.2 IMX shall not be liable for any loss or damage caused by the impoundment of the Mail Documents by any authority.  IMX reserves the right to charge the consignor for any duties, levies or fines and costs of IMX following the impoundment of any Mail Documents

11. Consignor’s Responsibilities
11.1 The consignor is responsible for the presentation, marking, addressing, condition, itemising (where appropriate) and packaging of the Mail Documents and their fitness to be held, packaged or carried even if IMX provides wrap, envelopes, containers, boxes, sacks or undertakes the packaging itself and the consignor is solely responsible where delivery to IMX has been carried out by a third party on behalf of the consignor and the delivery is co-ordinated by IMX

11.2 IMX is not responsible for loss or damage incurred by the inadequate or defective condition or packaging of Mail Documents and for other accidental damage to Mail Documents occasioned in the normal course of IMX’s business

11.3 Where the consignor has notified to IMX any particular specification in connection with Mail Documents the consignor must inspect the said Mail Documents at the time of actual receipt by IMX and from time to time if held by IMX for any period over 21 days

12. Addressing and Transport within UK

12.1 The consignor is responsible for correctly addressing the Mail Documents and IMX is under no obligation to inspect the Mail Documents to determine whether they are correctly addressed.  Mail Documents shall not have any pre-printed or annotated mark or message on the top right hand side of the facing side unless specifically notified by IMX in writing.  The address must be typed in English, centred and legible bearing the country of destination

12.2 No Mail Documents may be mailed to the country of origin except that of UK origin posted in the UK to the UK

12.3 Where Mail Documents are consigned with IMX and the addressees are in the United Kingdom, IMX reserves the right to arrange delivery with any carrier to hold the goods pending payment and to charge handling fees

13. Risk

13.1 All Mail Documents carried by IMX shall be at the sole risk of the Consignor and the consignor shall arrange insurance cover to include loss, damage or any consequential loss or damage or other injury including third party injury whether due to negligence or not for any Mail Documents or goods consigned to IMX for carriage notwithstanding that the property in the Mail Document is deemed to have been transferred to IMX at the time of receipt by IMX

14. Ownership
The consignor warrants that prior to the operation of clause 15 it is the true owner of the Mail Documents to be carried or is the authorised agent of the true owner

15. The consignor acknowledges that upon receipt of any Mail Documents by IMX the property in the same is transferred from the consignor to IMX and is deemed to be the property of IMX until the Mail Documents are delivered by IMX to any postal or other carrier or delivery system. The receiving postal or other carrier or delivery system and any intermediary including Customs conditions of handling and carriage apply. The sender shall indemnify IMX for any and all costs associated with additional transport, handling, Customs or other extraordinary charges imposed for any reason.

16. Audit

IMX does not undertake to carry out any form of audit regarding the Mail Documents unless specifically requested by the consignor in writing and any such audit will be carried out by IMX at such time as is convenient to IMX.  Where any audit is provided IMX, its employees, agents or nominees do not warrant any figures provided and such figures are to be provided as a guide only

17. Exclusion of Liability

17.1 IMX shall have no liability to the consignor for any loss, damage, costs, expenses or other claims for compensation except in respect of any direct loss or damage caused by the negligence of IMX its employees or agents which shall be limited to a sum not exceeding the value of the direct cost of distribution or the cost of holding or handling or the sum of [£250] whichever is the lesser and IMX shall have no liability where Mail Documents were not in IMX’s custody or immediate control

17.2 IMX shall have no liability for any consequential loss or damage including loss of profit

17.3 IMX shall have no liability to the consignor by reason of any delay in performing, or any failure to perform, any of IMX’s obligations if the delay or failure was due to any cause beyond IMX’s reasonable control

18. Notification of Claim

18.1 [IMX shall have no liability to the consignor for any claim brought by a consignor unless the consignor notifies IMX in writing within 60 days of the date when the Mail Documents should have reached the addressee.]  IMX are not responsible for tracing any Mail Documents which have failed to reach the addressee

18.2 All money due to IMX shall be paid by the consignor to IMX notwithstanding that the consignor may have a claim against IMX and the consignor shall not be entitled to set off any such claim against any money due to IMX as aforesaid

19. Warsaw Convention 1929

19.1 IMX is not an air transport undertaking within the Warsaw Convention 1929 and subsequent air carriage treaties and legislation

19.2 IMX acts as agents of its consignors when consigning Mail Documents with a particular airline, carrier, carriers, transporters, handling agents or, postal system for onward transportation and IMX shall have the right to recover compensation from any airline, carrier or transporter for loss, damage or expense incurred by any consignor on behalf of that consignor but IMX is under no obligation to issue any claim against any airline, carrier or transporter

19.3 IMX is not responsible for the failure of delivery or the rejection of any Mail Documents for whatsoever reason by a carrier, transporter, post office or by the receiving postal system in the country of destination and the consignor accepts that it will have no claim for any delay, loss, consequential loss or damage against any postal or other administration and shall indemnify IMX for any exceptional charges relating to the said service failure or rejection and return of the Mail Documents

20. Packaging

20.1 The maximum package item weight for Mail Documents shall not exceed 2 kilograms.  IMX holds no responsibility for the carriage, [holding or storage] of any Mail Documents where the packaged items’ weight is in excess of 2 kilograms

20.2 The maximum size of any envelope for [holding, storage or] mail processing shall not exceed 14 cm x 9 cm.  The maximum size of any package for carriage, transportation, holding or packaging shall not exceed 90 cm, the longest side being no more than 60 cm

20.3 IMX is not responsible for the carriage, holding or transportation of any Mail Documents where the package is in excess of the specified size or weight

20.4 Mail Documents shall be consigned to IMX in IMX or post office bags or boxes not weighing more than 15 kilograms each or in postal cages or on Eurostyle pallets not weighing more than 500 kilograms [each].  In the event that any Mail Documents are not so consigned, IMX reserves the right to process and otherwise handle the Mail Documents as it sees fit

20.5 All Mail Documents for carriage, transportation, holding or packaging will not have any pre‑printed or annotated mark or message on the top right hand side of the facing side unless otherwise advised in writing by IMX.  The address must be typed in English, centred and legible bearing the country of destination.  Mail Documents for holding must be clearly labelled in English

21. Termination:

21.1 IMX and the consignor may at any stage terminate the contract at any time by giving not less than 14 days’ written notice to the other party

21.2 Any notice required or permitted to be given by either party to the other under these conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice

21.3 IMX may (without limiting any other remedy available to it) at any time terminate the contract by giving written notice to the consignor if the consignor commits any material breach of these Conditions, or goes into liquidation, or (in the case of an individual or firm) becomes bankrupt, makes a voluntary arrangement with his or its creditors or has a Receiver or Administrator appointed

22. English law shall apply to the contract, and the parties agree to submit to the exclusive jurisdiction of the English Courts

23. Any dispute, difference or question which may arise at any time between IMX and the consignor as to the meaning of these Conditions or the rights or liabilities of the parties shall be referred to the decision of a single arbitrator to be agreed upon between the parties and in default of an agreement within 14 days to be appointed at the request of either party by [the President for the time being of the Law Society of England and Wales] and the decision of the arbitrator shall be final and binding on IMX and the consignor and the parties agree to exclude any right of application or appeal to the English courts concerning any question of law arising in the course of the arbitration. The arbitration shall take place in London and shall be in accordance with the subject of the provisions of the Arbitration Act 1996 or any re-enactment or modification of such Act for the time being in force.

IMX Group of Companies 1999-2015– Revised in plain English. Copies available on request.