
PRISM ELOGISTICS - STANDARD TERMS AND CONDITIONS
THE CUSTOMER’S ATTENTION IS SPECIFICALLY
DRAWN TO CLAUSES 4.4, 9, 10, 11, 12.3, 15.13, 16.10,
16.11, 16.17 AND 16.18.
PART A – GENERAL TERMS
Definitions and Interpretation
Agreement: the contract between the Provider and the
Customer comprising the Quotation, these Standard Terms
and Conditions, and each Order.
Applicable Laws: the laws of England and Wales and any
other laws or regulations, regulatory policies, guidelines or
industry codes which apply to the Customer Items, Goods and
Services or any of them, as applicable.
Charges: the fees for the Services and for amounts payable
for any Provider Packaging set out in the Quotation, as
amended in accordance with this Agreement from time to
time.
Confidential Information: any information, which by its
nature is confidential, concerning the business, assets, affairs,
customers or suppliers of the other party.
Consignee: the person to whom the Customer instructs the
Provider to deliver a consignment of Goods.
CoPacking Services: the packing by the Provider of the Free
Issue Goods into the Packaging.
Customer: the recipient of the Services, identified in the
Quotation.
Customer Items: Free-Issue Goods, Stored Goods and
Customer Packaging, or any of them as the context requires.
Customer Packaging: packaging materials which are
supplied by the Customer to the Provider to package the Free
Issue Goods.
Delivery: the transfer of physical possession of a
consignment of Goods to the Consignee or its agent.
Delivery Instruction: a written instruction from the Customer
to the Provider to deliver Goods to a Consignee, which shall
contain: (i) the name and address of the Consignee; (ii) the
Delivery Point; (iii) the delivery time; (iv) particulars of the
Goods to be delivered; and (v) any special requirements
concerning the Delivery.
Delivery Point: the location for Delivery specified in the
Delivery Instruction, falling within the range of countries which
the Provider agrees to deliver to from time to time.
Delivery Services: the Delivery of a consignment of Goods.
E-Fulfilment Services: the process of picking and packing
Goods which are the subject of a E-Fulfilment Instruction, in
readiness for delivery or collection from the Facility, but
excluding the Delivery Services.
E-Fulfilment Instruction: an order for E-Fulfilment Services
in respect of Goods which is received by the Provider through
the e-portal which links the Provider’s system to the
Customer’s order processing system.
Facility: the Provider’s premises at Unit C, Logistics City,
Houndmills Rd, Basingstoke RG21 6XL or such other location
as may be notified to the Customer from time to time.
Free Issue Goods: materials or items which are supplied by
the Customer to the Provider to be packed into the Packaging.
Goods: Stored Goods and Packaged Goods, or either of them
as the context requires.
Order: means each request from the Customer for Services,
which is accepted by the Provider in accordance with the
terms of this Agreement, including Storage Requests, E-
Fulfilment Instructions and Delivery Instructions (as
applicable).
Packaged Goods: the Free Issue Goods which have been
packed into the Packaging as part of the CoPacking Services
or the Sleeving Services, including the Packaging comprised
in such Packaged Goods.
Packaging: means the Customer Packaging or the Provider
Packaging, as applicable.
Provider: the provider of the Services being Prism ELogistics
(UK) Limited with company number 12749845 whose
registered office address is Ava Lodge, Castle Terrace,
Berwick Upon Tweed, Northumberland, England.
Provider Packaging: packaging materials which are supplied
by the Provider.
Quotation: the Provider’s quote setting out the Services to be
provided, the prices and any other relevant terms.
Services: the types of services which the Provider has agreed
to perform as specified in the Quotation, comprising one or
more of the following: CoPacking Services, the Sleeving
Services, Storage Services, E-Fulfilment Services and
Delivery Services.
Sleeving Services: the application of a printed plastic sleeve
to a container.
Storage Services: warehousing and storage of Stored
Goods.
Storage Request: the Customer's written request for a
consignment of Stored Goods to be stored at the Facility.
Stored Goods: goods delivered to the Provider (or its agent)
for storage following acceptance of a Storage Request, or
Packaged Goods which the Provider agrees to store following
a request from the Customer.
References to: (i) a person includes a natural person,
corporate or unincorporated body (whether or not having
separate legal personality); (ii) writing or written excludes fax
but not email; and (iii) including or include shall be construed
without limitation.
1. Basis of contract
1.1 The Agreement constitutes the entire agreement
between the parties. The Customer acknowledges
that it has not relied on any statement, promise,
representation, assurance or warranty made or given
by or on behalf of the Provider which is not set out in
the Agreement.
1.2 Any drawings, descriptive matter or advertising
issued by the Provider relating to the Services or
Provider Packaging contained in the Provider's
catalogues or brochures are issued or published for
the sole purpose of giving an approximate idea of the
Services and/or Provider Packaging and shall not
form part of the Agreement.
1.3 The terms of the Agreement apply to the exclusion of
any other terms that the Customer seeks to impose
or incorporate, or which are implied by trade, custom,
practice or course of dealing.
1.4 Any Quotation given by the Provider shall not
constitute an offer, and is only valid for the period
stated.
2. Provider's general obligations
2.1 The Provider warrants that:
(a) the Services shall be performed in accordance
with the Order in all material respects and
using reasonable care and skill; and