APC Overnight Conditions of Carriage

1. Definitions and interpretation

(1) In these Conditions, the following words and expressions have the following meanings:

“ADR” means the ADR (European Agreement Concerning the International Carriage of Dangerous Goods by Road) 2017 as amended or replaced from time to time;

“APC”means The Alternative Parcels Company Limited (Company Number 2855735); “APC Privacy Policy” means APC’s privacy policy from time to time, as set out on the APC Website; “APC Unidentified Freight Policy” means APC’s unidentified freight policy from time to time, a copy of which can be

obtained on request from APC or any Member Depot;

“APC Website”shall mean APC’s website from time to time, currently to be found at www.apc-overnightcom;

“Business Day” means any day other than a Saturday or Sunday or public or bank holiday in England and Wales;

“Carrier” means:

(i) where the Member Depot is directly entering into a Contract with a Customer,the Member Depot; or

(ii) where APC is entering into a contract directly with a customer, APC.

For the avoidance of doubt, where a Member Depot is directly entering into the Contract with the Customer, APC shall not be the Carrier for the purposes of the Contract;

“Consignee” means the person or company to whom the Carrier is to deliver the Consignment in accordance with the Contract with the Customer;

”Consignment” means goods, whether a single item or in bulk or contained in one parcel, package or container, as the case may be, or any number of separate items, parcels, packages or containers being carried under a Contract;

“Contract” means the contract of carriage between the Customer and the Carrier which incorporates these Conditions and any reference to the Contract shall mean the Contract and these Conditions;

“Customer” means the person or company who contracts for the services of the Carrier including any other carrier who gives a Consignment to the Carrier for carriage;

“Dangerous Goods”means goods of the type listed as dangerous goods in the ADR;

“EPOD” means a device which provides for electronic proof of delivery in accordance with Condition 5(2);

“Excluded Items” means any Dangerous Goods and any substances, goods or items listed on the APC Website from time to time, as being prohibited from inclusion on any Consignments by the Customer;

“Insolvent” means the Customer: (A) gives notice under section 84 Insolvency Act 1986 of, or proposes or passes a resolution for, its winding

up (save for the purpose of a solvent reconstruction or amalgamation); (B) has a winding up petition presented against it; (C) has a winding-up order made or a notice of striking off filed in respect of it; (D) (i) has an administration order or an application for an administration order made in respect of it, (ii) has a notice of appointment of an administrator or a notice of intention to appoint an administrator filed in respect of it at any court; (E) proposes, makes or is subject to (i) a company voluntary arrangement,

(ii) a composition with its creditors generally, (iii) an application to a court of competent jurisdiction for protection from its creditors generally, or

(iv) a scheme of arrangement under Part 26 Companies Act 2006 (save for the purpose of a solvent reconstruction or amalgamation); (F) has a receiver or a provisional liquidator appointed over any of its assets, undertaking or income; (G) ceases to trade or appears, in the reasonable opinion of the Carrier, to be likely to cease to trade; (H)(i) is unable to pay its debts as they fall due, or (ii) the value of its assets are less than its liabilities, including its contingent and prospective liabilities; or (I) as a sole trader or partner in a partnership (i) proposes, makes or is subject to an individual voluntary arrangement or composition with creditors (ii) applies for bankrupt- cy, is subject to a bankruptcy petition, or has a bankruptcy order made against them (iii), or (J) is the subject of anything analogous to the foregoing under the laws of any applicable jurisdiction;

“In writing”includes, unless otherwise agreed by the parties in writing, the transmission of information by electronic, optical or similar means of communication, including, but not limited to, facsimile, electronic mail or electronic data interchange, provided the information is readily accessible so as to be usable for subsequent reference;

“Labelling Guidelines” means APC’s labelling guidelines, in force from time to time, a copy of which can be obtained from the APC Website, and/or upon request from APC or any Member Depot;

“Liability”

means liability arising out of or in connection with the Contract, whether in contract, tort, misrepresentation, restitution, under statute or otherwise, arising from a breach of, or a failure to perform or defect or delay in performance of, any of a party’s obligations under the Contract, in each case howsoever caused, including if caused by negligence;

“Manifest System” means the Carrier’s own system for the tracking and management of Consignments from time to time;

“Member Depot” means a depot which is part of the APC network and is signed up to the APC Trading Agreement as amended from time to time;

“Member Depot Privacy Policy” means the privacy policy of any of the Member Depots, from time to time:

“Packaging Guidelines”means APC’s packaging guidelines, in force from time to time, a copy of which can be obtained from the APC Website and/or provided upon request from APC or any Member Depot;

“Specified Items” means items stated to be specified items on the APC Website from time to time, currently including, without limitation, living creatures, perishables and other goods liable to spoil, bullion, money, cheques, money orders, securities, tickets, vouchers, stamps, precious metals or precious stones, jewellery, works of art, antiques, memorabilia, watches, wines and spirits, furs, tobacco, glass, ceramics, pottery, porcelain, china, perspex, acrylics, fibre glass, television sets that are “non-compatible freight”, plasma screens; vehicle parts that are not boxed, bicycles that are not boxed, gearboxes, or any other mechanical part containing oil or invasive liquid, furniture unless in flat pack form, mattresses in plastic covers comprising the Consignment;

“Sub-Contractor” means a carrier employed by the Carrier, and/or employed by such carrier’s sub-contractor;

“Transit” means the period of time when the Consignment is in the Carrier’s possession or control, which shall commence and end in accordance with the provisions of Condition 6.