FOX’S MARINA IPSWICH LTD – TERMS OF BUSINESS

1. The following terms are incorporated in any contract made by Fox’s Marina Ipswich Limited (Fox’s) for the provision of services or supply of goods and all other terms whether express or implied by common law or statute or regulation or directive are excluded so far as is lawful and subject to any written agreement signed by Fox's and the Customer (meaning firm or person who purchases goods and/or services from Fox’s).
2. The provisions of this agreement which conflict with statutory provisions which may not be excluded shall be curtailed and limited only to the extent necessary to bring this agreement  within legal requirements  and all other provisions  shall remain in full force and effect with such minimum  change as shall give them commercial effect.
3. These terms shall prevail over any conditions proposed by the Customer and any additional terms or conditions proposed by the Customer shall have no effect.
4. Quotations offer a fixed price ex VAT for labour only and other costs may be adjusted to recover increases in costs arising after the date of quotation.
5. Estimates are given in good faith based on the information available to Fox’s to indicate the expected cost ex VAT of any goods or services but the Customer may be charged more or less according to the actual cost of labour and materials.
6. Fox’s require  a work acceptance  note from by the Customer  before  work commences. The work acceptance note constitutes an offer by the Customer to purchase goods or services from Fox’s in accordance with these conditions.  The work acceptance note shall only be deemed to be accepted by Fox’s when Fox’s confirms receipt of the work acceptance note at which point and on which date this contract shall come into existence. Fox’s shall be under no obligation to provide goods and/or services until the  Customer provides written confirmation in the form of the work acceptance note. If the Customer fails to provide the work acceptance note within a reasonable time Fox’s shall be entitled to revise its quotation.
7. Dates for delivery of goods or completion of services are estimates given in good faith but may be extended if additional work is required and by other factors within or outside Fox’s control. Time shall not be of the essence and Fox’s shall not be responsible for any costs or losses consequent upon any delay.
8. The Customer shall bring his vessel to the site in due time for provision of services and delivery of services and goods shall be given at the site (meaning any land and premises at which Fox’s carries on its business and moorings which it owns or manages) or elsewhere at Fox’s option.
9. The Customer authorises and agrees to pay for any work which Fox’s considers necessary to carry out without delay to rectify any defect in the Customer's vessel on which it is working or which is on the site if in its opinion it is necessary to avoid risk of damage or injury to persons or property or prejudice or delay to the work it has been instructed to carry out. Fox’s shall not be obliged to give the Customer prior notice of such works and Fox’s shall be entitled to payment for all work undertaken.
10.1 If requested by Fox’s the Customer will pay a deposit before Fox’s begin supplying goods and/or services.  
10.2 Fox’s  may invoice the Customer on an interim basis at any time during the supply of goods/services and/or at any time after completion of the supply of goods/services. The customer shall pay each invoice submitted by Fox’s:
(a) within 14 days of the date of the invoice; and
(b) in full and cleared funds to a bank account nominated in writing by Fox’s, and
time for payment shall be of the essence of the contract. 
10.3  The customer must pay all invoices submitted by Fox’s prior to launch or removal of the Customer’s vessel from the site.
11. If the Customer fails to make payment due to Fox’s under clause 10, then, without limiting Fox’s remedies under clause 38.1, the Customer shall pay interest at the annual rate of 8% per annum over the current National Westminster Bank Plc base rate (but at 8% per annum where that base rate is below 0%) calculated from day to day on all sums due from him to Fox’s which are not paid within 14 days from date of invoice accruing from the date on which the payment was due. In addition Fox’s shall be entitled to recover the cost of any collection proceedings incurred in pursuit of obtaining payment.
12. Fox’s shall have a general lien over any property of the Customer on its site or at any of its moorings and (if appropriate)  a maritime lien over the Customer’s property anywhere so long as the Customer owes it any monies and the Customer irrevocably  authorises Fox’s as his agent to dispose of such property and to apply the net proceeds of sale in settlement or reduction of the monies he owes to Fox’s and shall indemnify Fox’s against the claims of any third party arising out of the sale.
13.1 Responsibility for insurance, security and other risks to goods supplied shall pass to the Customer  immediately  on despatch  of the goods to the Customer  or appropriation  to him or placing on or incorporation  in his vessel. 
13.2 Title to the goods shall not pass to the Customer until Fox’s received payment in full (in cash or cleared funds) for the goods, in which case title to the goods shall pass at the time of payment. 
14. The Customer shall have no right to use or sell any goods purchased from or property worked on by Fox’s until the goods or works are paid for in full and in the event of any such goods being sold sums received  in payment  shall be kept separate and paid to Fox’s up to the amount owing to it.
15. Fox’s reserve the right to move any property at its discretion at the risk of the owner.
16. No work shall be done to the property of the Customer whilst on the site without the prior written consent of Fox’s other than minor running repairs or minor maintenance of a routine nature by the Customer, his regular crew, or family not causing any nuisance or annoyance to any other person and if it is not being worked on by Fox’s or its subcontractors.  Fox’s shall not unreasonably withhold consent for work to be carried out under warranty by the manufacturer and/or supplier of the property or any part of it to which the warranty relates provided vessels are not under cover and that any third party contractors conform to Fox’s rules and procedures for such contractors, a copy of which is available on request.
17. The Customer  and his invitees shall not use the premises  of Fox's for any commercial purpose without having first obtained its written consent and shall not solicit or offer employment to any of its staff. Fox’s shall be entitled to liquidated damages equivalent to 6 months average salary of any employee who leaves their employment as a result of a solicitation from or to work for a Customer.
18. Access to the workshops of Fox’s is forbidden to the Customer and his invitees for the purpose of carrying out work on the Customer’s vessel however if expressly permitted on each occasion during normal working hours and accompanied by a member of Fox’s staff the Customer and his invitees may access the workshops of Fox’s for the purpose of inspecting the Customer’s vessel.
19. The Customer and his invitees shall comply with all regulations that Fox's may from time to time make concerning the safety and security of any property and persons on the site including vehicle access and parking.
20. Fox’s may at its option use its work on any vessel in its PR or marketing material but will not mention the owner by name if the owner has specifically requested Fox’s not to do so.
21. The Customer  shall comply  with all local regulations  including  disposal  of garbage, waste oil or fuel, and other matters affecting health and safety on site and the environment and indemnify Fox’s against any costs arising out of any breach.
22. Fox’s shall not be responsible for damage to the Customer’s property caused by wind, temperature,  storms, floods, or other weather conditions; precautions against damage by frost and other climactic conditions being the Customer’s sole responsibility.
23. Fox’s do not accept any liability for the condition of any battery installed on or belonging to any vessel. Any instructions to charge batteries or monitor battery state are only accepted on this basis.
24. Fox's shall not be responsible for any loss or injury caused or contributed to by any failure by the Customer or his servants, agents or invitees to exercise prudent and competent care and attention at all times and the Customer shall be responsible for and indemnify Fox’s against all liability arising out of the negligence of the Customer or his invitee (without prejudice to the generality of the foregoing) in failing to check or checking the fluid levels and opening and closing of seacocks before starting and subsequent proper working of all engines.
25. Rigs – It is the responsibility of skippers of all vessels to ensure that all masts and rigging are sound and rigging correctly tensioned, locked and taped before going to sea and that running rigging, guard-rails and the like are secure and have suitable protection to avoid damage to sails etc.
26. Fox’s shall not be responsible for loss or damage to masthead or electronic equipment howsoever caused on the site having regard to its vulnerable siting and fragile nature and the Customer is advised to remove such equipment prior to lifting of his boat or its mast.
27. The Customer shall not offer his vessel for sale through a broker whilst stored or moored on the site unless and only so long as he has also instructed at least one of the resident brokers on site on standard BMF/ABYA terms to sell at no greater price. If a broker other than one of the resident brokers sells the vessel the Customer shall advise Fox’s and pay it on demand 1% of the gross selling price. No signs may be placed on any vessel on the site relating to its sale other than those issued by one of the resident brokers. There is no restriction on the Customer selling his vessel privately.
28. There is no obligation on Fox’s to provide adjacent freshwater or 220v power to any vessel on site. Where power is available Customers shall not connect to or use the  electrical  power  supply  provided  by  Fox’s  except  with  its  prior  express permission and at the Customer’s risk. Fox’s take no responsibility for the safety, reliability or continuity of such supply. Customers are warned that AC power and water can be lethal. The Customer shall be responsible for checking the safe location and connection of cables, plugs, sockets and related equipment.  The Customer shall pay for electricity at Fox’s current tariff from time to time. Power provided is for light use only and Owners shall not connect heavy-duty equipment such as air conditioning etc., without the prior consent of Fox’s. Fan or convector heaters that are not thermostatically controlled shall not be connected.  The Customer shall indemnify Fox’s against all costs arising out of damage or injury to any person or property arising out of the use of electrical equipment by the Customer or his invitee.
29. The Customer shall ensure that all his property is adequately insured against all usual risks and that he and his invitees are adequately insured against third party risks in case any of them or their property causes or suffers injury or damage and shall indemnify Fox’s against all liability arising out of the same.
30 Fox’s does not accept any responsibility for the removal theft or damage to loose or easily removable on deck items such as life rafts, dinghies, outboard motors, boom vangs, rigging and blocks, fenders and dock lines etc. security for which remains the Customer’s responsibility.
31. The Customer and his invitees on or using the site and/or facilities of Fox’s whether by invitation or otherwise do so at their own risk and the Customer shall indemnify Fox’s against all loss arising out of the act or neglect of the Customer and his invitees.
32. Acceptance of property by Fox’s for repair or other treatment or for mooring or storage is subject to the provisions of the Torts (Interference with Goods) Act 1977 (‘the Act’), which confers on it as bailees a right of sale exercisable  in certain circumstances. Such sale will not take place until it has given notice to the owner in accordance with the Act. For the purpose of the Act, it is hereby recorded that
(a) Fox’s accepts goods for repair or other treatment on the terms that the owner will take delivery of the goods when the repair or other treatment has been carried out.
(b) Fox’s obligation as custodian of goods accepted for mooring or storage ends upon the expiry or lawful termination of the grant to the owner of facilities for mooring or storage and the Customer warrants that it is the owner of all such property.
33. The Customer authorises Fox’s to deliver goods to the Customer’s vessel or premises where they shall be left at the Customer’s risk. Where delivery of goods is entrusted to a carrier or contractor any liability of Fox’s to deliver the goods or for transit damage shall not exceed that of the carrier’s liability to it. Any shortfall or damage not recorded on a delivery note shall be brought to the attention of Fox’s within 48 hours.
34. Fox's retains ownership of and all rights in all drawings, designs, information, specifications, instructions, photographs, films and material or media in whatever format in which it has intellectual property rights provided that the Customer may use them for his sole benefit in connection with any goods or services sold or supplied by Fox’s.
34.0 Without  prejudice  to the statutory  rights  of a consumer  in a consumer transaction (relating particularly to implied terms relating to title quality fitness for purpose and correspondence with sample and description) but otherwise subject to all other terms above and below Fox’s warrant that workmanship goods materials and services supplied by it will be free from defects provided that:
34.1. No goods supplied by Fox’s shall carry any warranty or condition of sale, expressed or implied, as to quality, or as to fitness for any particular purpose unless the Customer, when he orders that article, sufficiently explains in writing the purpose for which it is required and that he is relying on the skill and judgement of Fox’s.
34.2. Proprietary goods ordered from Fox’s by either name, type, and/or size shall only carry and be subject to such warranty or guarantee as may be enforced against its supplier or manufacturer.
34.3. Fox’s shall not be responsible for any defect:
34.3.1. Arising from any instruction drawing design or specification provided by the
Customer, his surveyor or agent.
34.3.2. Arising from wilful damage, abnormal use, negligence, or failure to follow instructions, misuse, lack of maintenance or alteration or repair without the consent of Fox’s.
34.3.3. Arising from the unsuitability of or defect in any strata or part of the property which is not the responsibility of Fox’s, including rust or corrosion on any ferrous coated surface including iron keels, centreboards and rudders.
34.3.4. Occurring more than 6 months after the date of supply of the goods or services or notified to Fox’s more than 14 days after it came to the attention of the Customer.
34.3.5.  Unless  the  goods  or  vessel  are/is  returned  to  it  at  the  site  at  the Customer’s expense.
34.3.6. To the extent that the Customer has failed to take reasonable steps to minimise damage.
35. The liability of Fox’s is to its original customer and is not transferable and shall not exceed the cost charged and paid by the Customer for providing the goods or services proved defective determined by reasonable apportionment where supplied with other goods and services and together charged in one price and that any monies owed to Fox’s or its associated companies have been paid as they fall due.
36. Any claim by a Customer concerning  loss or damage to a vessel during or following work by Fox’s will not be considered unless it is brought to Fox’s attention in writing before the vessel is removed from Fox’s premises by the Customer and Fox’s has been given reasonable opportunity to investigate.
37. Save as provided above Fox’s shall not be liable to the Customer for any direct or consequential  loss or damage whatsoever arising out of or in connection with goods or services supplied or to be supplied to the Customer  or otherwise  in connection with this contract or the site or the employees agents or invitees of Fox’s.
38.1 Without affecting any other right or remedy available to it, Fox’s may terminate this agreement by giving notice to the Customer. 
38.2 On termination or expiry of this agreement, the following clauses shall continue in force: 10.2, 10.3, 11, 12, 13, 14, 15, 16, 18, 19, 20, 22, 23, 24, 26, 27, 28, 30, 31, 34, 36, 38.2, 41. 
39. A notice shall be deemed properly served if delivered personally or sent by mail registered post or recorded delivery service or electronic mail to the last known address or number of the intended recipient.
40. The failure by either party to enforce at any time or for any period any one or more of these terms or other terms of an agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of the agreement.
41. English law shall govern the validity, construction and performance of this agreement and the parties shall submit to the jurisdiction of the courts of England.

Updated July 2020