Terms & Conditions

These Warehouse & Fulfilment Terms and Conditions (“Terms”) apply to all warehousing, handling, fulfilment and related services provided by MRZ Logistics LTD (“Company”, “we”, “us”) to the customer (“Customer”, “you”).

By delivering Goods to the Company, instructing the Company to perform services, or using the Company’s facilities, the Customer agrees to be bound by these Terms. If there is any conflict between these Terms and any purchase order or Customer terms, these Terms shall prevail unless expressly agreed in writing by a director of the Company.

• 1.1 “Company” means MRZ Logistics LTD and its officers, directors, employees and agents acting within the scope of their duties.
• 1.2 “Customer” means the person or entity for whom the Goods are stored or services are provided and to whom these Terms are issued.
• 1.3 “Goods” means all products, materials or items tendered to the Company for storage, handling, fulfilment or related services.
• 1.4 “Warehouse” means any storage or handling facility operated by the Company.

The Customer warrants that it is the lawful owner of, or has lawful possession and authority over, the Goods and has the right to store, release and instruct the Company regarding the handling, fulfilment or disposition of the Goods. The Customer shall notify any party acquiring an interest in the Goods of these Terms and shall indemnify and hold the Company harmless from any third-party claim relating to the ownership, storage, handling, fulfilment or delivery of the Goods. This indemnity includes reasonable legal fees and costs incurred in connection with any third-party claim, whether or not litigation is issued.

• 3.1
  The Company will receive, store, handle and release the Goods in accordance with the Customer’s reasonable written instructions and these Terms.
• 3.2
  If the Company reasonably determines that palletisation must be broken down for storage efficiency or safety, the Company may do so without further notice.
• 3.3
  Storage Location. The Company may store the Goods at its discretion at any one or more buildings within its warehouse complex. Identification of a specific location does not guarantee storage in that exact location. The Company may relocate the Goods to another Company-operated warehouse facility upon ten (10) days’ written notice, at the Company’s cost.
• 3.4
  Additional Services & Charges. Additional handling charges apply for picking, dispatch, rework, repack, special handling, physical inventory counts, or any services not expressly included in the monthly storage fee. Such charges will be notified and invoiced in addition to storage charges.

Either party may terminate storage by providing thirty (30) days’ written notice. The Customer remains responsible for all charges accrued up to removal. The Customer must remove Goods upon payment in full of all sums due. If the Goods are not removed, the Company may exercise its lien and disposal rights under Clause 7.

• 5.1
  The Customer warrants Goods are properly marked, packaged, labelled, classified and suitable for storage and handling. The Company may refuse Goods that are not properly packaged or are, in the Company’s reasonable opinion, unsuitable or unsafe.
• 5.2
  The Customer shall provide, at or before delivery, a manifest and any information needed to identify Goods, quantities, marks/brands, and any special storage requirements.
• 5.3
  The Company’s receipt and delivery of a lot (or partial lot) is made without subsequent sorting unless agreed in writing and subject to additional charges.
• 5.4
  The Customer warrants compliance with all applicable laws and regulations, including UK customs, import and export laws, and shall provide all documents and information necessary for lawful and safe warehousing and (where applicable) transportation.
• 5.5
  If required documents or information are not fully, accurately and timely provided, the Customer shall indemnify the Company for all consequences, losses, costs or liabilities arising from such failure.

Unless disclosed in writing and accepted by the Company in writing, the Customer warrants the Goods are not hazardous materials and/or dangerous goods. If hazardous/dangerous Goods are accepted, the Customer must comply with all applicable regulations and provide accurate classifications and safety documentation (including MSDS/SDS).

If the Customer breaches these obligations or tenders undeclared hazardous/dangerous Goods, the Company may remove, quarantine, render safe or destroy the Goods (where reasonably necessary) without notice. The Customer shall be liable for and shall indemnify the Company against all losses, damages, fines, penalties, expenses and claims arising in connection with such Goods.

Customers are required to pay a prepayment/deposit amount to cover warehousing and fulfilment service fees in advance unless otherwise agreed in writing. The Company may suspend receiving, handling and dispatch services when the prepayment balance reaches zero or where invoices become overdue. Services will resume after cleared payment is received.

Monthly statements may be issued for review. Late payments may incur statutory interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998.

The Company shall have a general lien over the Goods and any property of the Customer in the Company’s possession for all amounts due, including storage, handling, transport, labour, insurance (if arranged), and any other charges incurred. The Company may refuse to release Goods until all sums are paid in full. If sums remain unpaid for 30 days after written demand, the Company may sell or dispose of the Goods in a commercially reasonable manner and apply proceeds to the debt. The Customer remains liable for any shortfall.

• 9.1
  The Company will exercise reasonable care in storing and handling Goods. The Company shall not be liable for loss or damage unless caused by its failure to exercise such reasonable care.
• 9.2
  Liability cap. Subject to Clause 9.5, the Company’s liability for proven direct loss or damage to Goods shall be limited to the lower of: (i) £100 per pallet; (ii) the replacement cost of the affected Goods; or (iii) the amount recoverable under the Company’s insurance (if any).
• 9.3
  The Company shall not be liable for loss or damage caused by events beyond its reasonable control, including (without limitation) acts of God, fire, flood, storm, war, terrorism, civil commotion, strikes, government actions, cyber attacks, or inherent defect/perishability of the Goods.
• 9.4
  No consequential loss. The Company shall not be liable for indirect or consequential loss, loss of profit, loss of business, loss of market, loss of goodwill, business interruption, or similar losses (whether foreseeable or not).
• 9.5
  Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot be limited or excluded under applicable law.

The Company does not insure Goods unless agreed in writing. Storage rates do not include insurance. The Customer is responsible for arranging adequate insurance. If the Customer requests the Company to arrange insurance, the request must be in writing and the premium must be paid in advance.

Unless specifically agreed in writing, the Company does not provide temperature or humidity controlled storage. The Customer accepts that Goods may be stored in a non-temperature/humidity controlled environment and the Company shall not be responsible for loss or damage caused by temperature or humidity fluctuations.

Shipments may be inspected by the Company, carriers (where transport is provided) and/or authorised governmental or regulatory authorities (including HMRC). The Company is not obliged to inspect Goods unless required by law and may reject any Goods deemed unsafe or unsuitable after inspection.

• 13.1
  Any claim for loss or damage must be made in writing within sixty (60) days after the Customer knew or ought reasonably to have known of the loss or damage.
• 13.2
  Any legal proceedings must be commenced within two (2) years after the Customer knew or ought reasonably to have known of the loss or damage, failing which the claim shall be time-barred.

Each party shall comply with the UK GDPR and Data Protection Act 2018. Where the Company processes personal data on behalf of the Customer (for example, delivery details), the Customer is the Data Controller and the Company is the Data Processor. The Company shall implement appropriate technical and organisational measures to protect personal data.

Notices must be in writing and may be sent by email (with delivery or read receipt) or recorded delivery post to the addresses notified by each party. Notices are deemed received when delivery is confirmed.

These Terms are governed by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction.

These Terms constitute the entire agreement between the parties regarding warehousing and fulfilment services and supersede any prior agreements or representations. Any amendment must be in writing and signed by authorised representatives of both parties. If any provision is held invalid or unenforceable, the remaining provisions remain in full force. A failure to enforce any provision is not a waiver of that provision or any other provision.