These Terms & Conditions form a contract in relation to the
provision of warehousing, distribution, data and ordering services,
and other services between Cert Octavian plc, trading as
Octavian 'Octavian' and the 'Customer' being the person or company
who contracts for the services of Octavian. The Registered Address
of Octavian is Cert Octavian House, St. Martins
Road, Hoddesdon, Hertfordshire EN11 0BT. The Company Registered
Number is 1974240. Octavian operates under the standard Conditions
of Contract of the United Kingdom Warehousing Association February
2002 (UKWA), and the Road Haulage Association Limited Conditions of
Carriage 1998 (RHA). Attention is drawn in particular to the
exclusions and limitations of liability contained in those
conditions, as amended below.
PROVISION OF INFORMATION
Octavian relies upon accurate and timely provision, by the
Customer, of information relating to products, receipts,
despatches, stockholding, orders, delivery profile and HM Revenue
& Customs (HMRC) documentation. Delivery information must
include accurate postcodes and telephone numbers. All rates and
charges will be subject to an annual review. Octavian may require
the Customer to submit one month prior to the Annual Review meeting
a profile of business levels for the forthcoming twelve month
period. Octavian reserves the right to review the rates if the
profile of the business defined by the above information varies
materially from that originally agreed.
TRANSFER OF UNDERTAKINGS
'Directive' means the Acquired Rights Directive (Council
Directive 77/187/EEC as amended by Council Directive 2001/23/EEC)
(as amended from time to time); 'Previous Service Provider' means
any person (other than the Customer) carrying out activities
comprising or relating to the provision of logistics services for
the Customer;
'Regulations' means the Transfer of Undertakings (Protection of
Employment) Regulations 2006 (as amended from time to time);
Unless previously notified by the Customer to Octavian in
writing or acknowledged by Octavian to the Customer in writing,
Octavian believes that entering into a contract or otherwise
agreeing or arranging to commence or provide logistics services
under these terms and conditions does not amount to a relevant
transfer for the purposes of the Regulations and/or the Directive
and, as such, that no person employed or engaged by either the
Customer or a Previous Service Provider will be or become employed
by Octavian following the commencement of such a contract or other
agreement or arrangement.
Unless otherwise agreed in writing by the Customer and Octavian,
if as a result of the application of the Regulations and/or the
Directive any contract of employment of any employee of the
Customer or Previous Service Provider does or shall or may have
effect as if originally made between such an employee and Octavian
then:-
i) Octavian and the Customer shall (as appropriate) notify in
writing and consult with the other [and with the relevant employee
[and (if relevant) their appropriate representatives]] in good
faith regarding the status and employment of any such
employee;
ii) If the parties fail to reach agreement on a course of action
within 14 days following such written notification, Octavian may
terminate the employee's employment immediately;
iii) the Customer will indemnify Octavian, in respect of all costs,
claims, fines, penalties, liabilities, and expenses of any nature
suffered by or claimed against Octavian arising out of or in
connection with such contract of employment and/or the termination
thereof, including but not limited to claims bought by any
employee, trade union, staff association or by any other employee
representatives (within the meaning the Regulations) or any other
persons.
ALCOHOL LICENSING AND OTHER LAWS
The Customer warrants that it shall comply in all respects with
the Licensing Act 2003 (as from time to time amended, extended or
re-enacted and any regulations made under it) and with all other
statutes, statutory instruments, laws, bye-laws, rules, regulations
and all other instruments or requirements having the force of law
within the United Kingdom so far as they are applicable to the
Customer ("Laws") and that it will perform the contract such that
no liability is incurred by Octavian under such Laws.
It is a potential offence to deliver alcohol to an individual
under the age of 18. The Customer warrants that it has in place
procedures to ensure that Octavian are not instructed to make
deliveries of alcohol to individuals under 18 and will indemnify
Octavian, its agents, subcontractors and / or employees against any
losses, claims, costs, fines, penalties, expenses and liabilities,
howsoever caused (unless caused by Octavian's negligence), arising
from such deliveries. Octavian reserves the right to not deliver or
release alcoholic goods where it is believe that the receiving
person is under the age of 18.
CUSTOMER INSTRUCTIONS
Octavian may rely on any instruction (including orders),
commitments, notices or requests (Instructions) of any person who
is or is reasonably believed by Octavian to be a person designated
or authorised by the Customer to give such Instructions, whether
such Instructions are oral or in writing, electronic or otherwise.
The Customer authorises Octavian to accept and act upon all
Instructions without taking any further steps to ensure the
authenticity of such Instructions or the authority of the person
giving such Instructions, (notwithstanding that such Instructions
may conflict with or are in any way inconsistent with any other
Instructions received by Octavian from the Customer).
In respect of any Instructions, the following provisions shall
apply:
iv) The Customer shall be responsible for the accuracy of all
Instructions. v) Instructions given to Octavian shall not take
effect unless actually received by Octavian.
vi) Instructions shall continue in full force and effect until
cancelled or superseded. vii) Octavian may treat any apparent
Instructions as new Instructions unless they are clearly indicated
to be confirmations of earlier Instructions.
viii) The Customer is responsible to assess the measure of security
applicable to Instructions and shall take reasonable care to ensure
that Instructions are secure and that unauthorised access to the
Octavian Online website is prevented.
ix) Octavian may at its absolute discretion (but shall be under no
duty to) refuse to act on any Instruction including, without
limitation, where such Instructions are incomplete or ambiguous or
not given in the form customarily used by the Customer and, or,
which are not in writing.
x) Octavian may in its absolute discretion and without incurring
any liability whatsoever refuse to implement a Customer Instruction
for any reason and will attempt but shall not be obliged to notify
the Customer of such a refusal.
xi) Octavian shall be under no obligation to cancel or amend any
Instructions after receipt should the Customer so request, although
Octavian shall use its reasonable endeavours to act on requests
from a Customer
RECEIPT OF GOODS
The palletised rate will apply to single product lines received
on standard 1000mm x 1200mm 4 way entry pallets, stacked to a
height not exceeding 1450mm. Any goods received that do not meet
these criteria will be charged at the loose rate or other
appropriate handling rate.
Octavian will provide the Customer with a Confirmation of
Receipt of Stock. It is the responsibility of the Customer to
ensure that the details contained within this document are correct
as Octavian is unable to accept any financial liability for the
input of incorrect data.
Octavian will only accept goods on behalf of the Customer if
accompanied by valid, appropriate documentation. Discrepancies will
be notified to the Customer as soon as practicable. The Customer
will ensure that all their suppliers or agents book loads in with
the Octavian Goods-In department at least three working days in
advance of the desired delivery date.
Octavian reserves the right to:
i) Refuse delivery or levy a late receipt surcharge, if deliveries
arrive 45 minutes later than the specified booking in time, or fail
to arrive altogether.
ii) Refuse delivery or levy a shot load surcharge if a load is not
received in good order. iii) Charge part cases at the appropriate
full case rate. iv) Split a case containing more than one product
and charge accordingly.
Unless otherwise instructed, Octavian will not open cases in
order to verify the number of bottles and that the description on
the bottle labels corresponds with the accompanying paperwork.
Octavian will endeavour to identify where cases are "non-original"
cases. If Octavian identifies that the cases are "non-original"
cases, or at the Customer's request, Octavian will open cases for a
charge per case to record and verify that the description on one of
the bottle labels corresponds with the accompanying paperwork. At
the Customer's request and for a further charge per bottle,
Octavian will verify that the number of bottles corresponds with
the accompanying paperwork.
Octavian cannot and do not check the authenticity of bottle
labels or liquid in bottles received by Octavian.
To the extent that the contents of cases have not been verified
by Octavian, Octavian will not be liable to the Customer or any
other party for any losses however caused, if at a future date, it
is discovered that the contents of the case are not as described in
the delivery documentation or on the outside of the case. Octavian
reserve the right to levy a surcharge for 'high value receipts' to
take account of the higher risk and/or cost of insurance and/or
cost of special handling or storage arrangements.
STORAGE
Rent will be quoted and charged per week (part weeks will be
treated as a full week) with a working week being Saturday to
Friday. For private clients on annual invoicing a full year's rent
will be charged in advance. Such clients are charged on a Private
Client Tariff for which no credit is given for rent on cases
removed during an invoice year for the remainder of that year.
A report detailing the Customer's stock will be produced at the
end of the last working day of each month, or for private clients
on annual invoicing, annually. Octavian will undertake regular
location checks and discrepancies will be reported to the Customer.
The Customer's authorised representative, with prior written
agreement, will be allowed access to the relevant facilities in
order to undertake physical stock checks once each year.
ORDER PROCESSING
All orders must be received either in writing, by EDI or
facsimile, or via the Octavian Online website by 12 noon (to be
classed as day zero). Octavian will process up to a maximum number
of orders per day, as agreed, in writing, with the Customer. Orders
will not be processed until such time as the information regarding
goods received has been landed onto Octavian's system. Octavian
will use all reasonable endeavours to fulfil orders within the
agreed delivery criteria, subject to acceptance by the
consignee.
All Under Bond orders must state a valid bond address, accurate
sales values and bond number, and will be fulfilled within the
agreed delivery criteria subject to acceptance by the receiving
warehouse.
Where an order has been received via the Octavian Online website
Octavian will e-mail the 'super user' nominated by the Customer, a
Confirmation of Receipt of Order. It is the responsibility of the
Customer to ensure that the details contained within this document
are correct as Octavian is unable to accept any financial liability
for acting upon incorrect orders. Should the 'super user' fail to
receive a Confirmation of Receipt order within 1 hour, then it is
the Customer's responsibility to advise Octavian as soon as
possible. If for any reason, an order is rejected an e-mail
explaining the reason for rejection will be sent to the 'super
user' by Octavian and such an e-mail will constitute and be
accepted by the Customer as a valid confirmation that the order
will not be complied with.
COLLECTIONS
Where appropriate the Customer must ensure that their nominated
carrier authorise Octavian to use the carrier's Movement Guarantee
Number for all Under Bond collections. Octavian will agree the date
and time for collection with the Customer's carrier.
Orders requiring collection from the cellar that are received by
12 noon on day zero will be available for collection from Octavian
on day 3. Storage charges will apply up to the time of collection
with a part week treated as a full week. Octavian reserves the
right to charge for collections. Any goods that have not been
collected within 3 working days of the agreed collection date will
be liable to be re-booked into stock, incurring additional RH&D
and storage costs.
HMRC COMPLIANCE
Octavian and the Customer will comply with their respective
relevant HMRC requirements. All orders processed, whether under
bond or duty paid, must conform to all relevant regulations as laid
down by HMRC. Octavian reserves the right to withhold the
processing of orders if regulations are not complied with. It is
the responsibility of the Customer to have, where applicable,
sufficient Rural Payments Agency Licences held at Octavian to cover
all stock releases, failure to do so will result in stocks being
frozen until an appropriate licence is obtained. Where applicable
it is the responsibility of the Customer to register with HMRC
under the Warehousekeepers and Owners of Warehoused Goods
Regulations 1999 (WOWGR). Failure to register will render such
goods liable to seizure after the initial period (72 hours from
receipt).
It is the responsibility of the Customer to comply with all
aspects of the HMRC Duty Stamp requirements. Octavian reserves the
right to refuse to process orders where it reasonably believes that
in processing the orders the HMRC Duty Stamp requirements are not
being complied with.
EXPORT ORDERS
Goods required for export must be received and receipted onto
the Octavian system at least 48 hours prior to processing the
order. Orders will be processed subject to compliance by the
Customer with Octavian's standard procedures and indemnities.
For all movements outside the UK, the Customer shall indemnify
and hold harmless Octavian, its agents and subcontractors against
all losses, claims, costs, expenses and liabilities howsoever
caused. Octavian shall be entitled, at is absolute discretion to
require the relevant duty payable to be deposited with
Octavian.
For export orders outside the EU, Octavian's Movement Guarantee
will only be valid to the point of export from the EU, subject to
the goods being transported by Octavian.
DUTY DEFERMENT
It is the Customer's responsibility to ensure their deferment
facilities are sufficient to cover any duty liability appertaining
to the movement of their goods. Where goods are liable to customs
duty the Customer shall apply for Customs Freight Simplified
Procedures (CFSP) with HMRC. It is the responsibility of the
Customer to provide Octavian with the relevant details in order to
obtain authorisation for use of their deferment number.
Octavian's deferment account facilities can only be used if
agreed in writing by an authorised representative of Octavian.
DELIVERIES
The Octavian delivery charges apply to deliveries between 8 am
and 6 pm Mondays to Fridays. Octavian reserve the right to apply an
order surcharge for any delivery times specified outside these
hours.
Unless otherwise agreed in writing Octavian 's standard delivery
criteria is when an order has been received by 12 noon on day zero,
delivery will be day three, excluding Highlands / Borders, offshore
deliveries, and certain other difficult postcodes which can be
supplied on request.
For Export deliveries there will be a minimum seven day delivery
period to the UK exit point.
Octavian will always use its reasonable endeavours to adhere to
published delivery days and specified delivery times. However
Octavian can accept no liability for missed deliveries and must
reserve the right to alter delivery days and times without
notice.
The carrier used for deliveries will be at Octavian's
discretion. The Customer will be notified, as soon as reasonably
practical, of any delivery discrepancies. Where Octavian has not
been at fault redeliveries will be chargeable. In the event of a
delivery vehicle being delayed by more than 1 hour prior to
unloading at a delivery point, howsoever caused, Octavian reserves
the right to levy a charge. These charges are currently as follows
- after 1 hour £30, after 2 hours an additional £40, after 3 hours
an additional £50, and after 4 hours an additional £60 per hour (or
part thereof).
POINT OF DELIVERY
Drivers will only deliver to the entrance of the premises and
will ensure the delivery is confirmed in their presence. If it is
agreed that goods are to be carried into the premises, then this is
at risk of the consignee and the Customer shall indemnify Octavian
against any loss damage and or injury that may occur and Octavian
shall be entitled to levy an additional charge.
DELIVERY DOCUMENTATION
Octavian will provide a scanned image of the Proof of Delivery
(P.O.D.) upon request. A charge may be levied if hardcopy P.O.D.s
are requested. POD's will be stored for a maximum of 6 months.
Octavian cannot guarantee the retrieval of P.O.D.s after this 6
month period and shall have no liability whatsoever for losses
however caused arising from claims relating to such POD's or the
non-return of.
UPLIFTS
The Customer will supply Octavian with written collection
instructions, including a declaration of the value of the
consignment. Goods will be uplifted as soon as practicable and the
client must package them in a secure and suitable manner for
transit. Octavian will undertake a case count for the consignment
to be collected and will not check product descriptions or case
contents against the instructions. Octavian shall have no liability
for loss or damage caused by incorrect packaging, product
descriptions or case contents.
Octavian reserve the right to levy a surcharge for 'high value
uplifts' to take account of the higher risk and/or cost of
insurance and/or cost of special uplifts arrangements.
PALLETS
Unless otherwise agreed with the Customer, Octavian does not
recognise or control the movement of GKN pallets, does not operate
a one for one pallet exchange on receipt of goods, and does not
have any liability to the Customer for pallets. Octavian reserves
the right to charge the Customer for pallets provided by Octavian
where goods are received loose, or have to be repalletised because
of poor quality or incompatible pallets, or to comply with HMRC
requirements, or for any other valid reason. On the delivery of
goods, unless otherwise agreed with the Customer, Octavian operates
a one for one pallet exchange with the delivery point (consignee)
and Octavian reserves the right to charge the Customer for pallets
not handed over to Octavian as part of the one for one
exchange.
GOVERNMENT LEGISLATION AND TRANSPORT CHARGES
Octavian reserve the right to pass on any increase in charges
incurred as a result of:
i) Changes in taxation imposed by the government on fuel, vehicle
licences, VAT etc.
ii) Increases in commercial bulk fuel prices.
iii) Increases in insurance premiums caused by changing market
conditions.
iv) The introduction of new (or changes to) employment
legislation.
Continue to page 2 of
Terms & Conditions