Supplier Terms & Conditions

Fox Transport & Installations Ltd

Version: 3.0
Effective Date: 1 April 2025

IMPORTANT NOTICE

These Terms & Conditions govern all engagements between Fox Transport & Installations Ltd ("Fox") and suppliers, subcontractors, warehouse providers, transport providers, and logistics partners (collectively, "Suppliers"). These Terms take precedence over any supplier standard terms unless expressly agreed otherwise in writing by Fox.

Please read these Terms carefully before accepting work or commencing services.

1. Definitions and Interpretation

1.1 Definitions

In these Terms, unless the context otherwise requires:

"Fox" means Fox Transport & Installations Ltd a company registered in England and Wales, with registered office at 2C Chartwell Point, Chartwell Dr, Wigston, LE18 2FT, United Kingdom.
"Supplier" means the party providing goods or services to Fox, including but not limited to suppliers, subcontractors, warehouse providers, transport providers, logistics partners, service providers, and their employees, agents, and representatives.
"Goods" means any items, materials, equipment, products, fixtures, fittings, displays, or other physical property handled, stored, processed, or delivered by the Supplier in connection with the Services.
"Third-Party Goods" means Goods that are owned by Fox, its clients, or end customers, including but not limited to client-owned materials, customer products, retail fixtures, point-of-sale materials, seasonal displays, installation equipment, and any other items entrusted to the Supplier for handling, storage, processing, or delivery.
"Client" means any customer of Fox for whom Fox provides services involving Third-Party Goods.
"Services" means any services provided by the Supplier to Fox, including but not limited to warehousing, storage, handling, transport, distribution, installation, processing, kitting, pick and pack, quality control, or any other services agreed between the parties.
"Delivery" means the release, dispatch, transport, or handover of Goods to Fox, its clients, or to third parties as instructed by Fox, whether directly or through subcontractors.
"Business Day" means any day which is not a Saturday, Sunday, or public holiday in England and Wales.
"Agreement" means the contract between Fox and the Supplier, incorporating these Terms and any purchase order, written instruction, email, framework agreement, or other agreement between the parties.
"Purchase Order" means any purchase order, work order, instruction, or request for services issued by Fox to the Supplier.

1.2 Interpretation

Headings are for convenience only and do not affect interpretation.
References to persons include corporate entities and vice versa.
References to clauses are to clauses of these Terms.
The singular includes the plural and vice versa.
References to "including" or "includes" are not exhaustive.

2. Incorporation of Terms

2.1 These Terms shall apply to all Agreements between Fox and the Supplier, whether:

(a) evidenced by a written contract or framework agreement;
(b) incorporated by reference in a Purchase Order;
(c) incorporated by written instruction from Fox (including email);
(d) accepted by the Supplier's conduct (including commencement of Services or acceptance of work);
(e) arising from an ad-hoc or informal engagement; or
(f) otherwise agreed between the parties.

2.2 Acceptance by Conduct

The Supplier shall be deemed to have accepted these Terms if it:

(a) commences providing Services;
(b) accepts a Purchase Order or instruction from Fox;
(c) confirms receipt of a Purchase Order or instruction without objecting to these Terms within 5 Business Days; or
(d) otherwise acts in a manner consistent with acceptance of these Terms.

2.3 Precedence

Where there is any conflict or inconsistency between these Terms and any supplier standard terms, purchase order terms, or other terms proposed by the Supplier, these Terms shall prevail unless expressly agreed otherwise in writing by Fox.

3. Ownership of Goods

3.1 Ownership Remains with Fox or Client

All Third-Party Goods remain the property of Fox, its Client, or the end customer at all times. The Supplier acts solely as a bailee and custodian of Third-Party Goods and does not acquire any ownership, security, or possessory rights in respect of Third-Party Goods.

3.2 Bailment Relationship

The relationship between Fox and the Supplier in respect of Third-Party Goods is one of bailment. The Supplier acknowledges that:

(a) it holds Third-Party Goods on behalf of Fox, its Client, or the end customer;
(b) it has no beneficial interest in Third-Party Goods;
(c) it may not use Third-Party Goods for any purpose other than as instructed by Fox; and
(d) ownership of Third-Party Goods is unaffected by any payment disputes, outstanding balances, or claims the Supplier may have against Fox.

3.3 No Ownership by Supplier

The Supplier expressly acknowledges and agrees that it has no right, title, or interest in Third-Party Goods beyond that of a bailee, and that ownership of Third-Party Goods cannot be transferred to the Supplier under any circumstances, including but not limited to:

(a) non-payment of invoices;
(b) disputes regarding payment or performance;
(c) outstanding balances owed by Fox to the Supplier;
(d) any claim the Supplier may have against Fox; or
(e) any other reason whatsoever.

3.4 Identification and Segregation

The Supplier must:

(a) clearly identify and segregate Third-Party Goods from its own property;
(b) maintain accurate records of Third-Party Goods in its custody;
(c) allow Fox or its authorised representatives to inspect Third-Party Goods at reasonable times; and
(d) immediately notify Fox of any loss, damage, or unauthorised access to Third-Party Goods.

4. Handling, Storage, and Care

4.1 Standard of Care

The Supplier must exercise reasonable skill, care, and diligence in handling, storing, and caring for Goods, using standards at least equivalent to those:

(a) required by law;
(b) applicable to the relevant industry or trade;
(c) which a reasonably competent provider of similar services would apply; and
(d) specified in Fox's instructions or the Supplier Engagement and Goods Handling Policy.

4.2 Compliance with Instructions

The Supplier must:

(a) comply strictly with all instructions provided by Fox (whether in writing, by email, or verbally);
(b) follow all applicable health and safety requirements;
(c) comply with all applicable laws and regulations; and
(d) observe industry best practices and standards.

4.3 Loss and Damage

The Supplier is responsible for any loss, damage, deterioration, or destruction of Goods while in its custody, care, or control, except where such loss or damage:

(a) is caused by inherent defects in the Goods;
(b) arises from instructions given by Fox; or
(c) is caused by an event beyond the Supplier's reasonable control, provided the Supplier has taken reasonable steps to prevent or mitigate such loss or damage.

4.4 Notification of Risks

The Supplier must immediately notify Fox if:

(a) it becomes aware of any risk to Goods;
(b) it identifies any issues that may affect delivery or performance;
(c) it anticipates any delay in delivery or performance;
(d) it requires clarification of instructions; or
(e) any other circumstance arises that may affect the Services or Goods.

5. Delivery and Release Obligations

5.1 Core Delivery Obligation

The Supplier must release and deliver Goods strictly in accordance with Fox's instructions and within any agreed timeframes. This is a fundamental obligation of the Agreement and a material term.

5.2 Unconditional Delivery

The Supplier's delivery obligations:

(a) continue notwithstanding any disputes between the parties, including payment disputes;
(b) are not conditional upon payment, credit approval, or resolution of any dispute;
(c) may not be delayed, suspended, or withheld by the Supplier for any reason, except where expressly permitted by these Terms or required by law;
(d) apply regardless of any outstanding invoices or balances owed by Fox to the Supplier; and
(e) must be fulfilled in full and on time, without any additional conditions or requirements.

5.3 Delivery Dates Material

Any agreed delivery dates, times, or deadlines are material obligations. The Supplier must:

(a) meet all delivery deadlines;
(b) notify Fox immediately if it anticipates any delay;
(c) take all reasonable steps to mitigate any delay; and
(d) prioritise delivery obligations over other commitments where necessary to meet deadlines.

5.4 Delivery Instructions

The Supplier must:

(a) comply strictly with all delivery instructions provided by Fox;
(b) deliver to the locations, persons, or addresses specified by Fox;
(c) follow all delivery procedures and requirements specified by Fox or the Client;
(d) obtain appropriate proof of delivery as required by Fox; and
(e) provide delivery documentation and tracking information as requested by Fox.

6. No Lien, Retention, or Set-Off

6.1 Prohibition on Lien and Retention

The Supplier has no right of lien, retention, or set-off over Third-Party Goods and must not:

(a) withhold, retain, or refuse to release Third-Party Goods;
(b) claim any right to hold Third-Party Goods as security;
(c) assert any possessory interest in Third-Party Goods;
(d) condition release of Third-Party Goods upon payment or resolution of any dispute; or
(e) otherwise interfere with Fox's or its Client's rights to Third-Party Goods.

6.2 No Security Interest

The Supplier expressly waives any right to:

(a) assert a lien over Third-Party Goods (whether common law, statutory, or contractual);
(b) exercise a right of retention in respect of Third-Party Goods;
(c) set off any amounts owed by Fox against Third-Party Goods; or
(d) use Third-Party Goods as security for any claim against Fox.

6.3 Material Breach

Any attempt by the Supplier to exercise a lien, retention, or set-off over Third-Party Goods, or to withhold, delay, or condition release of Third-Party Goods, constitutes a material breach of the Agreement entitling Fox to:

(a) terminate the Agreement immediately;
(b) demand immediate release of all Third-Party Goods;
(c) seek injunctive relief; and
(d) claim damages including loss of income, client claims, and reputational damage.

6.4 Override of Supplier Terms

This clause overrides any provision in any supplier standard terms, purchase order terms, or other terms proposed by the Supplier that purports to grant the Supplier any right of lien, retention, or set-off over Third-Party Goods.

7. Payment and Disputes

7.1 Payment Terms

Unless otherwise agreed in writing, Fox will pay the Supplier's valid invoices within 30 days of receipt of invoice and satisfactory completion of the Services.

7.2 Separate from Delivery

Payment disputes are separate from delivery obligations. The Supplier must:

(a) continue providing Services and fulfilling delivery obligations notwithstanding any payment dispute;
(b) not delay, suspend, or withhold delivery due to payment disputes;
(c) not condition performance or delivery upon payment or resolution of disputes; and
(d) raise any payment disputes separately in accordance with clause 7.3.

7.3 Dispute Resolution

If the Supplier disputes any invoice, payment, or other matter:

(a) it must notify Fox in writing within 14 days of becoming aware of the dispute;
(b) it must provide full details and supporting documentation;
(c) both parties must attempt to resolve the dispute in good faith;
(d) the Supplier must continue performance during dispute resolution; and
(e) if unresolved, either party may refer the matter to formal dispute resolution in accordance with clause 18.

7.4 Payment Under Protest

Fox reserves the right to pay any invoice under protest or without prejudice to its rights, and such payment:

(a) does not constitute acceptance of the invoice;
(b) does not waive any rights or remedies; and
(c) does not prevent Fox from disputing or recovering the payment later.

8. Mitigation and Continuity

8.1 Mitigation Obligations

The Supplier must:

(a) act reasonably and in good faith at all times;
(b) take all reasonable steps to mitigate any disruption or delay;
(c) minimise any downstream impact on Fox, its clients, or end customers;
(d) prioritise continuity of service and delivery; and
(e) support Fox's commitment to client delivery obligations.

8.2 Continuity of Service

The Supplier must:

(a) ensure continuity of Services, particularly during disputes or difficulties;
(b) not take any action that could disrupt Fox's operations or client relationships;
(c) maintain adequate resources and capacity to meet obligations;
(d) have contingency plans for continuity of service; and
(e) cooperate with Fox to ensure seamless service delivery.

9. Suspension and Termination

9.1 Termination for Breach

Fox may suspend or terminate the Agreement immediately by written notice if the Supplier:

(a) materially breaches any provision of these Terms;
(b) unlawfully retains, withholds, or refuses to release Third-Party Goods;
(c) exercises or attempts to exercise any lien, retention, or set-off over Third-Party Goods;
(d) becomes insolvent, enters administration, or ceases to trade;
(e) fails to comply with applicable laws or regulations; or
(f) otherwise acts in a manner that Fox reasonably considers incompatible with continuing the Agreement.

9.2 Immediate Termination for Unlawful Retention

Any unlawful retention, withholding, or refusal to release Third-Party Goods entitles Fox to terminate the Agreement immediately without notice and without prejudice to any other rights or remedies.

9.3 No Excuse for Withholding Goods

Termination of the Agreement (for whatever reason) does not excuse or permit the Supplier to withhold, retain, or refuse to release Third-Party Goods. The Supplier must immediately return all Third-Party Goods to Fox or as directed by Fox upon termination.

9.4 Consequences of Termination

Upon termination:

(a) the Supplier must immediately cease providing Services (unless instructed otherwise by Fox);
(b) the Supplier must immediately return all Third-Party Goods and materials belonging to Fox;
(c) Fox may arrange alternative suppliers to complete any work in progress;
(d) the Supplier must return all confidential information and materials;
(e) accrued rights and liabilities remain in effect; and
(f) clauses that by their nature survive termination (including clauses 3, 6, 12, 15, and 18) continue to apply.

10. Liability and Indemnities

10.1 Supplier Liability

The Supplier is liable for all losses, damages, costs, and expenses arising from or in connection with:

(a) breach of these Terms;
(b) delay, interference, or failure in delivery or performance;
(c) loss, damage, or destruction of Goods while in the Supplier's custody;
(d) negligence, breach of statutory duty, or other wrongful act or omission;
(e) unlawful retention, withholding, or interference with Third-Party Goods; or
(f) any other breach of the Agreement.

10.2 Indemnity

The Supplier indemnifies and holds Fox harmless against all claims, losses, damages, costs, expenses, and liabilities (including legal fees) arising from or in connection with:

(a) claims by clients or third parties for loss, damage, or delay;
(b) loss of income, profit, or business opportunity suffered by Fox or its clients;
(c) reputational damage to Fox or its clients;
(d) client termination or cancellation of contracts with Fox;
(e) regulatory action or penalties arising from the Supplier's breach; or
(f) any other loss or damage arising from the Supplier's breach or negligence.

10.3 Limitation of Liability

Nothing in these Terms limits or excludes:

(a) liability for death or personal injury caused by negligence;
(b) liability for fraud or fraudulent misrepresentation;
(c) liability for unlawful retention or interference with Third-Party Goods; or
(d) any liability that cannot be excluded by law.

10.4 Indirect Loss

To the extent permitted by law, neither party shall be liable for indirect, consequential, or special damages (including loss of profit, loss of revenue, loss of goodwill, or loss of anticipated savings), except:

(a) where such losses arise from unlawful retention or interference with Third-Party Goods; or
(b) where such losses are a direct and foreseeable consequence of a breach.

11. Insurance

11.1 Insurance Requirements

The Supplier must maintain throughout the term of the Agreement:

(a) public liability insurance with a minimum cover of £5 million per occurrence;
(b) employers' liability insurance as required by law (minimum £5 million);
(c) goods in transit insurance (where applicable) covering the full value of Goods in transit;
(d) professional indemnity insurance (where applicable) with reasonable cover; and
(e) such other insurance as may be required by Fox or as is reasonable for the Services provided.

11.2 Evidence of Insurance

The Supplier must:

(a) provide evidence of insurance upon request by Fox;
(b) notify Fox immediately if insurance is cancelled, lapsed, or not renewed;
(c) ensure insurance policies name Fox as an interested party (where applicable); and
(d) maintain insurance with reputable insurers authorised to conduct business in the United Kingdom.

12. Compliance with Supplier Policy

12.1 Policy Compliance

The Supplier must comply with:

(a) Fox's Supplier Engagement and Goods Handling Policy (April 2025) ("Supplier Policy");
(b) any updates or amendments to the Supplier Policy notified to the Supplier; and
(c) all operational procedures and requirements specified in the Supplier Policy.

12.2 Incorporation by Reference

The Supplier Policy is incorporated into these Terms by reference and forms part of the Agreement. The Supplier Policy may be provided separately or accessed via Fox's website.

12.3 Breach of Policy

Breach of the Supplier Policy constitutes a breach of these Terms and entitles Fox to exercise its rights under clause 9 (Suspension and Termination).

13. Confidentiality and Data Protection

13.1 Confidential Information

The Supplier must:

(a) keep confidential all information disclosed by Fox (whether marked confidential or not);
(b) use confidential information solely for the purpose of providing Services;
(c) not disclose confidential information to third parties without Fox's prior written consent;
(d) return or destroy confidential information upon termination; and
(e) apply at least the same standard of care to confidential information as it applies to its own confidential information.

13.2 Data Protection

The Supplier must:

(a) comply with all applicable data protection laws, including UK GDPR and the Data Protection Act 2018;
(b) process personal data only as instructed by Fox and in accordance with these Terms;
(c) implement appropriate technical and organisational measures to protect personal data;
(d) notify Fox immediately of any data breach or suspected breach;
(e) cooperate with Fox in responding to data subject requests; and
(f) comply with any data processing agreement or additional data protection requirements specified by Fox.

13.3 Personnel and Subcontractors

The Supplier must ensure that its employees, agents, and subcontractors comply with the confidentiality and data protection obligations in this clause.

14. Assignment and Subcontracting

14.1 No Assignment

The Supplier may not assign, transfer, or novate the Agreement or any rights or obligations under it without Fox's prior written consent.

14.2 Subcontracting

The Supplier may subcontract Services only with Fox's prior written consent. The Supplier:

(a) remains fully liable for the acts and omissions of its subcontractors;
(b) must ensure subcontractors comply with these Terms;
(c) must ensure subcontractors maintain appropriate insurance;
(d) must ensure subcontractors are bound by confidentiality and data protection obligations; and
(e) must not subcontract any part of the Services that would result in Third-Party Goods being transferred to an unauthorised third party.

15. Force Majeure

15.1 Force Majeure Events

Neither party shall be liable for delay or failure to perform due to circumstances beyond its reasonable control ("Force Majeure"), including but not limited to:

(a) natural disasters, acts of God, or extreme weather;
(b) war, terrorism, civil unrest, or government action;
(c) industrial action or labour disputes (excluding the Supplier's own workforce);
(d) pandemic or public health emergency;
(e) failure of utilities or telecommunications; or
(f) changes in law or regulation (provided the party has taken reasonable steps to comply).

15.2 Exclusions from Force Majeure

The following shall not constitute Force Majeure:

(a) payment disputes or outstanding invoices;
(b) commercial leverage or cash-flow issues;
(c) the Supplier's inability to obtain credit or financing;
(d) the Supplier's financial difficulties or insolvency;
(e) disputes between the Supplier and its own subcontractors or suppliers; or
(f) any circumstance that could have been avoided by reasonable planning or contingency measures.

15.3 Obligations During Force Majeure

During Force Majeure, the affected party must:

(a) notify the other party immediately;
(b) take all reasonable steps to mitigate the impact;
(c) use reasonable endeavours to resume performance as soon as possible;
(d) continue to fulfil obligations that are not affected by the Force Majeure event; and
(e) not use Force Majeure as an excuse to withhold or retain Third-Party Goods.

16. Governing Law and Jurisdiction

16.1 Governing Law

These Terms and the Agreement shall be governed by and construed in accordance with the laws of England and Wales.

16.2 Jurisdiction

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or the Agreement, including disputes regarding:

(a) validity, construction, or enforceability;
(b) breach or termination;
(c) unlawful retention or interference with Third-Party Goods; and
(d) any other matter relating to these Terms or the Agreement.

17. Entire Agreement and Waiver

17.1 Entire Agreement

These Terms, together with any Purchase Order, written instruction, or other document expressly incorporated by reference, constitute the entire agreement between the parties regarding the subject matter and supersede all prior agreements, understandings, negotiations, and discussions, whether oral or written.

17.2 No Waiver

No failure or delay by Fox in exercising any right or remedy under these Terms shall constitute a waiver of that or any other right or remedy. No waiver shall be effective unless made in writing and signed by an authorised representative of Fox.

17.3 Variation

These Terms may only be varied by written agreement signed by authorised representatives of both parties.

18. General Provisions

18.1 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

18.2 Relationship

Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties. The Supplier is an independent contractor and not an agent or employee of Fox.

18.3 Notices

Notices under these Terms must be in writing and sent to:

Fox: 2C Chartwell Point, Chartwell Dr, Wigston, LE18 2FT, United Kingdom, or to sales@foxtransportltd.co.uk
Supplier: The address or email address specified in the Purchase Order or as notified to Fox

Notices are deemed received:

(a) if sent by post, 2 Business Days after posting;
(b) if sent by email, when the email is sent (unless a delivery failure notification is received); or
(c) if delivered personally, when delivered.

18.4 Third Party Rights

These Terms do not create any rights enforceable by third parties under the Contracts (Rights of Third Parties) Act 1999, except that Clients (as owners of Third-Party Goods) may enforce clauses 3 (Ownership of Goods), 5 (Delivery and Release Obligations), and 6 (No Lien, Retention, or Set-Off).

19. Execution and Version Control

19.1 Version

These Terms are version 3.0, effective from 1 April 2025.

19.2 Board Approval

These Terms have been approved by the Board of Directors of Fox Transport & Installations Ltd.

19.3 Availability

These Terms are available:

(a) on Fox's website at: https://foxtransport.com/legal/supplier-terms
(b) upon request by email to: sales@foxtransportltd.co.uk
(c) by reference in Purchase Orders and written instructions

20. Acceptance

By accepting work, commencing Services, accepting a Purchase Order, or otherwise acting in a manner consistent with acceptance, the Supplier accepts and agrees to be bound by these Terms.

Fox Transport & Installations Ltd
2C Chartwell Point
Chartwell Dr, Wigston
LE18 2FT, United Kingdom

Email: sales@foxtransportltd.co.uk
Phone: 0116 201 9581

These Supplier Terms & Conditions were last updated: 1 April 2025
Version: 3.0

IMPORTANT REMINDERS FOR SUPPLIERS

✅ You have NO right to hold Third-Party Goods as security
✅ Delivery obligations continue regardless of payment disputes
✅ Ownership of Third-Party Goods remains with Fox or its clients
✅ These Terms override any supplier standard terms
✅ Any attempt to withhold goods constitutes a material breach

If you have any questions about these Terms, please contact Fox before accepting work or commencing Services.