Terms and Conditions

ALINEA LONDON LIMITED (“ALINEA”)

 

AND

 

(“CLIENT”)

 

SERVICES AGREEMENT

(“AGREEMENT”)

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www.alineacustoms.com

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SERVICES AGREEMENT STRUCTURE AND SIGNATURES

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This document contains the following Parts:

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PART A. PARTIES

Sets out the parties to this Agreement, their contact details.

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PART B. DESCRIPTION OF SERVICES AND FEES

Describes the services to be provided by Alinea for the Client, the fees for the services and details required by Alinea from the Client to perform the services.

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PART C. TERMS AND CONDITIONS

The terms and conditions under which Alinea shall provide the services to the Client.

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In their entirety, the Parts listed above and this section (‘Services Agreement Structure and Signatures’) constitute the Agreement between Alinea and the Client for the provision of the services. In the event of any conflict between the Parts they shall take precedence in the order listed above.

 

In consideration of the mutual promises and agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties, intending to be legally bound, agree as provided in this Agreement.

 

Each party has executed the Agreement by its duly authorized representatives as set out below:

 

Alinea London Limited (“Alinea”)

 

 (“Client”)

Signature:

Name:

Title:

Date:

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PART A: PARTIES

 

ALINEA

Name: Alinea London Limited (“Alinea”)

Address: 1 Cornhill, London

Postcode, ZIP or equivalent: EC3V 3ND

Country of Incorporation: England

Company Registered Number: 12092368

VAT Number: 367 9454 44

Contact Name: Account Manager

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Contact Phone: Office: +44 (0)207 101 4242

Contact Email: customs@alineacustoms.com

Web: www.alineacustoms.com

 

CLIENT

Name:

Address:

Postcode, ZIP or equivalent:

Country of Incorporation:

Company Registered Number:

EORI:

VAT Number:

Contact Name:

Contact Phone:

Contact Email:

Web:

 

 

Bill To (only use if different from Client)

Name:

Address:

Postcode, ZIP or equivalent:

Country of Incorporation:

Company Registered Number:

VAT Number:

Contact Name:

Contact Phone:

Contact Email:

Web:

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PART B: DESCRIPTION OF SERVICES AND FEES

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Services

 

• The Client engages Alinea to process customs declarations as the Client’s agent as follows:

 

Fees

 

• As agreed according to port of entrance and volume of trade

• Port charges / airline handling fees / storage charges passed on at cost

• All fees and prices are quoted exclude supply VAT which will be chargeable to domestic clients at the national rate of 20%

 

Payment Terms

 

• Except where stated otherwise in the terms and conditions in Part C, fees shall become payable within fourteen calendar days of the date of invoice.

 

Details Required By Alinea From The Client

 

For Alinea to be able to provide the services as detailed above, Alinea requires the Client to provide the following details:

 

• For goods requiring a customs declaration for export from the UK or import into the UK, Alinea requires the Client to provide the following details, much if not all of which may already be included in the Client’s commercial invoice:

  • EORI (Economic Operators Registration and Identification) number starting ‘GB’.

  • customs procedure code

  • commodity code

  • declaration unique consignment reference which is the main reference number that links declarations

  • departure point and destination

  • consignee and consignor

  • type, amount and packaging of goods

  • transport methods and costs

  • currencies and valuation methods

  • certificates and licences

• For goods being imported into the UK the commercial invoice will also need to show proof of origin and any method of payment of any taxes and duties.

 

Alinea may require further information from the Client to complete a customs declaration and the Client confirms that it shall provide all further information as soon as possible and that Alinea shall have no liability for any delay arising from incomplete or incorrect information.

 

PART C: TERMS AND CONDITIONS (“CONDITIONS”)

 

All headings are indicative and do not form part of these conditions.

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1. DEFINITIONS AND APPLICATION

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1.1 In these conditions the following words shall have the following meanings:

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“Alinea”

Alinea London Limited

“Consignee”

the Person to whom the goods are consigned

“Client”

any Person at whose request or on whose behalf Alinea undertakes any business or provides advice, information or services

“Direct Customs Agent”

Alinea acting in the name of and on behalf of the Client and/or

Owner with H.M. Revenue and Customs (“HMRC”) as defined by the Taxation (Cross Border Trade) Act 2018, Clause 21.1(a), or as amended

“Goods”

the cargo to which any business under these conditions relates

“Person”

natural person(s) or any body or bodies corporate

“LMAA”

the London Maritime Arbitrators Association

“SDR”

are Special Drawing Rights as defined by the International Monetary Fund

“Transport Unit”

packing case, pallets, container, trailer, tanker, or any other device used whatsoever for and in connection with the carriage of Goods by land, sea or air

“Owner”

 

the Owner of the Goods or Transport Unit and any other Person who is or may become interested in them

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1.2 These conditions and legislation:

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1.2.1 Subject to clause 1.2.2, below, all and any activities of Alinea in the course of business, whether gratuitous or not, are undertaken subject to these conditions.

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If any legislation, to include regulations and directives, is compulsorily applicable to any business undertaken, these conditions shall, as regards such business, be read as subject to such legislation, and nothing in these conditions shall be construed as a surrender by Alinea 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, such part shall as regards such business be overridden to that extent and no further.

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1.3 The Client warrants that it is either the Owner, or the authorised agent of the Owner and, also, that it is accepting these conditions not only for himself, but also as agent for and on behalf of the Owner.

 

2. ALINEA

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2.1 Means of performing the services:

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2.1.1 Subject to clauses 2.8 and 2.9, below, Alinea shall be entitled to procure any or all of the services as an agent, or, to provide those services as a principal.

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Alinea reserves to itself full liberty as to the means, route and procedure to be followed in the performance of any service provided in the course of business undertaken subject to these conditions.

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2.2 When Alinea contracts as a principal for any services, it shall have full liberty to perform such services itself, or, to subcontract on any terms whatsoever, the whole or any part of such services.

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Alinea acting as agent:

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2.2.1 When Alinea acts as an agent on behalf of the Client, Alinea shall be entitled, and the Client hereby expressly authorises Alinea, to enter into all and any contracts on behalf of the Client as may be necessary or desirable to fulfil the Client’s instructions, and whether such contracts are subject to the trading conditions of the parties with whom such contracts are made, or otherwise. Alinea shall, within 14 days’ notice given by the Client, provide evidence of any contract entered into as agent for the Client. Insofar as Alinea may be in default of the obligation to provide such evidence, it shall be deemed to have contracted with the Client as a principal for the performance of the Client’s instructions.

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2.3 In all and any dealings with HMRC, for and on behalf of the UK established Client and/or Owner, Alinea is deemed to be appointed and duly empowered to act as a Direct Customs Agent only, to make Customs declarations in the name of the Client (Principal) as their “Direct Agent”.

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Insurance:

 

2.3.1 No insurance will be effected except pursuant to and in accordance with clearly stated instructions given in writing by the Client and accepted in writing by Alinea, and all insurances effected by Alinea are subject to the usual exceptions and conditions of the policies of the insurers or underwriters taking the risk. Unless otherwise agreed in writing, Alinea shall not be under any obligation to effect a separate insurance on the Goods, but may declare it on any open or general policy held by Alinea.

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Insofar as Alinea agrees to effect insurance, Alinea acts solely as agent for the Client, and the limits of liability under clause 4.4.1, below, of these conditions shall not apply to Alinea’s obligations under this clause 2.8.

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2.4 Delivery and release of Goods and responsibility for freight, duties, charges, dues, or other expenses:

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2.4.1 Except under special arrangements previously made in writing by an officer of Alinea so authorised, or made pursuant to or under the terms of a printed document signed by Alinea, any instructions relating to the delivery or release of the Goods in specified circumstances (such as, but not limited to, against payment or against surrender of a particular document) are accepted by Alinea, where Alinea has to engage third parties to effect compliance with the instructions, only as agents for the Client.

The Client shall remain responsible for such freight, duties, charges, dues, or other expenses.

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2.4.2 Alinea shall not be under any liability in respect of such arrangements as are referred to under clauses 2.9.1 and 2.9.2 save where such arrangements are made in writing, and in any event, Alinea’s liability in respect of the performance of, or arranging the performance of, such instructions shall not exceed the limits set out in clause 4.4.1 (ii) of these conditions.

 

2.5 Advice and information, in whatever form it may be given, is provided by Alinea for the Client only. The Client shall indemnify Alinea against all loss and damage suffered as a consequence of passing such advice or information on to any third party.

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3. THE CLIENT

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3.1 The Client warrants:

 

3.1.1(a) that the following (furnished by on or behalf of the Client) are full and accurate: the description and particulars of

any Goods; any information furnished (including but not limited to, the nature, gross weight, gross mass (including the verified actual gross mass of any container packed with packages and cargo items), and measurements of any Goods); and the description and particulars of any services required by or on behalf of the Client are full and accurate, and

that all Goods have been properly and sufficiently prepared, packed, stowed, labelled and/or marked, and that the preparation, packing, stowage, labelling and marking are appropriate to any operations or transactions affecting the Goods and the characteristics of the Goods.

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3.2 The Client undertakes that no claim shall be made against any director, servant, or employee of Alinea which imposes, or attempts to impose, upon them any liability in connection with any services which are the subject of these conditions, and, if any such claim should nevertheless be made, to indemnify Alinea against all consequences thereof.

The Client shall save harmless and keep Alinea indemnified from and against:

 

3.2.1 all liability, loss, damage, costs and expenses whatsoever (including, without prejudice to the generality of the foregoing, all duties, taxes, imposts, levies, deposits and outlays of whatsoever nature levied by any authority in relation to the Goods) arising out of Alinea acting in accordance with the Client's instructions, or arising from any breach by the Client of any warranty contained in these conditions, or from the negligence of the Client;

without derogation from sub-clause (A) above, any liability assumed, or incurred by Alinea when, by reason of carrying out the Client's instructions, Alinea has become liable to any other party;

 

3.2.2 all claims, costs and demands whatsoever and by whomsoever made or preferred, in excess of the liability of Alinea under the terms of these conditions, regardless of whether such claims, costs, and/or demands arise from, or in connection with, the breach of contract, negligence or breach of duty of Alinea, its servants, sub-contractors or agents;

any claims of a general average nature which may be made on Alinea.

 

3.3 Payment of sums due to Alinea:

 

3.3.1 The punctual receipt in full of sums falling due from the Client to Alinea is critical to the operation of Alinea’s business and its performance of its obligations to the Client. Accordingly, the Client shall pay to Alinea in cash, or as otherwise agreed, all sums when due, immediately and without reduction or deferment on account of any claim, counterclaim or set- off. Time is of the essence of payment of all and any sums payable by the Client to Alinea.

In the event of any failure by the Client to make full and punctual payment of any sum payable to Alinea (in accordance with clause 21(A) above):

 

3.3.1.1 Any and all other sums properly earned by and/or otherwise due to Alinea (but which, but for this clause 3.5.2, would otherwise not yet be payable by the Client, whether by virtue of an agreed credit period or otherwise) shall become immediately payable in full; and

Any sum thereby becoming immediately payable shall be paid to Alinea in cash, or as otherwise agreed, and without reduction or deferment on account of any claim, counterclaim or set- off.

 

3.3.2 No omission to seek compensation for breach of clauses 3.5.1 or 3.5.2, above, by Alinea shall constitute a waiver or release to the Client from any liability under clauses 3.5.1 and 3.5.2, above, during the application of these terms unless agreed in writing by authorised officers of Alinea and Client.

The Late Payment of Commercial Debts (Interest) Act 1998, as amended, shall apply to all sums due from the Client.

 

3.3.3 Where liability arises in respect of claims of a general average nature in connection with the Goods, the Client shall promptly provide security to Alinea, or to any other party designated by Alinea, in a form acceptable to Alinea.

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4. LIABILITY AND LIMITATION

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

Alinea shall be relieved of liability for any loss or damage if, and to the extent that, such loss or damage is caused by:

 

4.1.1 strike, lock-out, stoppage or restraint of labour, the consequences of which Alinea is unable to avoid by the exercise of reasonable diligence; or

any cause or event which Alinea is unable to avoid, and the consequences of which Alinea is unable to prevent by the exercise of reasonable diligence.

 

4.2 Except under special arrangements previously made in writing by an officer of Alinea so authorised, Alinea accepts no responsibility with regard to any failure to adhere to agreed departure or arrival dates of Goods.

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5. JURISDICTION AND LAW

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5.1 These conditions and any act or contract to which they apply shall be governed by English law.

Any dispute arising out of any act or contract to which these Conditions apply shall, save as provided in clause 5.3, below, be subject to the exclusive jurisdiction of the English courts.

 

5.2 Notwithstanding clause 5.2, above, Alinea is entitled to require any dispute to be determined by arbitration.

Alinea may exercise its rights under clause 5.3, above, either by itself commencing arbitration in respect of a dispute or by giving written notice to the Client requiring a dispute to be determined by arbitration.

 

5.3 In the event that Alinea exercises its rights under clause 5.3, above, the corresponding arbitration shall be conducted as follows:

 

5.3.1 Where the amount claimed by the claimant is less than £400,000, excluding interest, (or such other sum as Alinea and Client may agree, and subject to clause 5.5.3, below), the reference shall be to a tribunal of three arbitrators and the arbitration shall be conducted in accordance with the LMAA Intermediate Claims Procedure applicable at the date of the commencement of the arbitration proceedings.

Where the amount claimed by the claimant is less than £100,000, excluding interest, (or such other sum as Alinea and Client may agree, and subject to clause 5.5.3, below), the reference shall be to a sole arbitrator and the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure applicable at the date of the commencement of the arbitration proceedings.

 

5.3.2 In any case where neither of the LMAA Procedures referred to in clause 5.5.1 and/or 5.5.2 above applies, the reference shall be to three arbitrators in accordance with the LMAA Terms applicable at the date of the commencement of the arbitration proceedings.

 

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