These terms and conditions of warehousing services ("Service Terms") constitute Part E – Additional Terms as referenced in the FLOX Platform Terms of VCL Trading Europe Limited, available at https://www.flox.is/platform-terms, and shall apply to all warehousing services for which orders are placed via the FLOX Platform.

Unless expressly defined otherwise, all capitalised terms used in these Service Terms and any related ancillary documents shall have the meanings given to them in Part D (Definitions) of the FLOX Platform Terms.

In the event of any inconsistency or conflict, the FLOX Platform Terms shall prevail over these Service Terms.

The parties are advised to consult the most recent version of the FLOX Platform Terms prior to submitting any Order for warehousing services governed by these Service Terms.

  1. 1. Scope and Roles
  1. These Service Terms apply to Providers and Service Recipients.
  2. VCL acts solely as a technology-enabled intermediary connecting Providers and Service Recipients in accordance with the FLOX Platform Terms. VCL is not a common carrier nor a contracting party for any warehousing service.
  3. These Service Terms, the Rates and other Order data applicable to the Provider Services and contained in the Service Recipient’s Order, shall be deemed to be incorporated into the Provider Services Agreement.
  4. Where a Provider Services Agreement is specified to run for a fixed term, in the event that the Service Recipient continues to use the Provider Services, the Provider Services Agreement shall automatically continue at the end of the fixed term, and may be terminated by either party giving to the other 30 days’ notice.
  5. Subject to clause 4 any deviating terms proposed by either party shall be of no effect unless expressly approved and duly recorded writing via the Platform’s Information Exchange.
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  • 2. Warranties
  1. Provider warrants that it operates lawfully, has the right to offer the warehousing services listed, and will maintain any required permits.
  2. The Service Recipient warrants and represents that it is the legal proprietor of the Goods which are to be placed in the Provider’s storage, or it is validly authorised to accept these Service Terms on behalf of the Goods’ legal owner.
  3. The Service Recipient and Provider warrant to the VCL and one another that they approve and shall ratify any acts carried out by VCL as agent on their behalf within the scope of these Terms.
  4. The Service Recipient and the Provider shall each, at their own expense, take all reasonable actions necessary to give full effect to the Provider Services Agreement.
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  1. 3. Obligations
  1. Provider shall store the Goods in secure, fit-for-purpose facilities and exercise reasonable care in handling Goods.
  2. The Service Recipient shall present Goods for storage in a manner that is safe, appropriately packaged, and compliant with all applicable health, safety, environmental and transport regulations, including hazardous substances legislation and ecological protection laws and in particular will ensure that the Goods shall not be:
    1. contaminated, infested, leaking, or otherwise capable of causing harm or damage to persons, facilities, the environment, or other stored goods;
    2. expired or beyond any applicable “best before,” “use by,” or legally regulated consumption or handling date.
  3. The Service Recipient shall notify the Provider in writing, in advance, of any special handling requirements or legal obligations applicable to the Goods, including any sensitivities arising from their perishable, fragile, or high-value nature.
  4. Service Recipients must not present for storage Goods that require specific licences, consents or registrations unless these have been clearly disclosed and documented, and shall indemnify the Provider against any liability resulting from the failure to disclose such requirements.
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4. Insurance

    • The Provider does not provide insurance for stored Goods. The Client is responsible for arranging appropriate insurance cover.
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  1. 5. Charges, Payment and Lien
  1. Charges shall be as agreed via the Platform and are payable without deduction prior to release of Goods or according to the credit terms displayed in the Platform interface.
  2. Interest on overdue amounts shall accrue from the day following the due date until full payment is received. Contractual interest shall be calculated daily at a rate of 24% per annum (2% per month). Where such contractual interest fails to apply over any legislative restriction applicable at the place of the provision of services under these Service Terms, the parties agree that an interest in the amount of 8% over the Bank of England base rate, or at the statutory rate applicable under the Late Payment of Commercial Debts (Interest) Act 1998, whichever is higher, shall apply in substitute and that interest calculated at the substitute rate shall compound monthly and be payable on demand.
  3. The Service Recipient acknowledges and agrees that, to the extent permitted by law, it shall grant and shall be deemed to have granted a contractual lien to the relevant Provider over any Goods stored by the Provider on the Service Recipient’s behalf, as continuing security for the full payment of any and all amounts due or payable by the Service Recipient in respect of the warehousing services. The Provider shall be entitled to retain possession of the Goods until all outstanding sums are fully settled.
  4. The Provider shall be entitled to review and update the Rates with effect from each anniversary of the Provider Services Agreement by giving the Service Recipient no less than 30 days’ notice through the functionality on the Platform.
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6. Removal and Disposal of Goods
  1. The Service Recipient shall, at its own cost, collect and remove all Goods no later than the last day of the agreed storage period (the “Term”) or any earlier date specified under these Service Terms.
  2. The Provider may require the Service Recipient to remove the Goods by written notice specifying a removal deadline of (a) 28 days for non-perishable Goods, or (b) 3 days for perishable Goods.
  3. If the Goods are not removed in accordance with clause 6.i or 6.ii, the Provider may, at the Service Recipient’s risk and expense:
    1. continue to store the Goods and charge the prevailing storage and handling Rates;
    2. exercise a contractual lien and retain possession of the Goods until all sums due are paid in full;
    3. sell the Goods in a commercially reasonable manner, applying the net proceeds first to costs incurred and then to any outstanding sums; and/or
    4. dispose of, recycle or destroy the Goods (without liability for resulting loss or damage) where the Goods:
      1. are perishable or pose a health, safety or environmental risk; or
      2. cannot be sold within a reasonable time or have no meaningful market value.
  4. The Service Recipient shall indemnify the Provider for all costs, taxes, duties, professional fees and charges reasonably incurred in connection with storage, sale or disposal under clause 6.iii. The Provider shall account to the Service Recipient for any balance of sale proceeds remaining after such deductions.
  5. Nothing in this clause limits any statutory lien or power of sale available to the Provider under applicable law.
  6. This clause 6 survives termination or expiry of the Provider Services Agreement. The Service Recipient must arrange for removal of Goods on expiry of the agreed storage term.

7. Operational Matters and Subcontracting
  1. The Provider may without notice or consent by the Service Recipient subcontract warehousing operations, provided that they remain responsible for service delivery under these Service Terms.
  2. The Service Recipient may notify the Provider of the Goods’ reassignment to another party, and subject to an assignee accepting to be bound by these Service Terms, the Provider will accept and acknowledge the Service Recipient’s notice of reassignment.
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  1. 8. Limitation of Liability, Indemnity and Handling of Claims
  1. The Service Recipient and the Provider each waive any right to challenge the validity of the Provider Services Agreement or any of its terms.
  2. The Service Recipient shall promptly reimburse in full the Provider and/or VCL, their associates and officers, any expenses paid in taxes, duties, fines, levies, or charges that may arise in relation to the storage, handling, or regulatory compliance of the Service Recipient's Goods.
  3. An undertaking in clause 2 shall extend to the situations where the liability for additional charges or levies might have arisen in connection with the Provider’s error (without prejudice to the Service Recipient’s rights to claim damages caused directly by the Provider’s negligence).
  4. Except for proven gross negligence or intentional misconduct, liability of the Provider for loss or damage to Goods is limited to £100 per metric tonne of the affected Goods.
  5. Provider shall not be liable for the Service Recipient’s indirect losses, including loss of profit, business interruption, or consequential damages arising in connection with these Service Terms.
  6. The Service Recipient hereby indemnifies the Provider against any loss or damage it suffers which is related to the Service Recipient’s breach, and will pay all costs and expenses (including professional fees) incurred in, and the Provider’s reasonable charges for, dealing with the breach and its consequences.
  7. Any claim must be notified in writing within 21 days of discovery. Legal action must be commenced within 9 months of the event giving rise to the claim. The timeframes set out hereto are of the essence; as far as permitted in law, failure to adhere to these timeframes results in a right to claim being waived and the bringing of such claim being time-barred.
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  1. 9. Force Majeure
    • Neither VCL, nor the Provider shall be liable for delays or failures due to events beyond their reasonable control, including but not limited to natural disasters, regulatory actions, or civil unrest.
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  1. 10. Notices and Communications
  1. All communications, including the service notices, to the extent permitted by law, shall be sent via the Platform’s Information Exchange Interface and shall be deemed sufficient for notice purposes. Notices made in accordance with this clause 1 shall be deemed received (a) immediately if posted during the working hours; (b) on the next working day, if posted outside of working hours.
  2. Any notice that cannot be lawfully served via the Information Exchange Interface shall be sent to the party’s address as recorded on the Platform. Notices sent within the UK must be accompanied by proof of postage and shall be deemed received on the third working day following posting. Notices sent internationally must be dispatched via a reputable international courier and shall require a recipient’s signature as proof of delivery.

    • 11. Conflicting provisions
    • These Service Terms form an integral part of, and are subject to, the FLOX Platform Terms. In the event of any conflict or inconsistency between these Service Terms and the FLOX Platform Terms, the provisions of the Platform Terms shall prevail.
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  1. 12. Governing Law and Jurisdiction
  1. These Service Terms are governed by the laws of England and Wales.
  2. In the event of any dispute or difference arising out of or in connection with these Service Terms, including any question regarding their existence, validity or termination, the parties agree to first seek resolution through commercial mediation. The mediation shall be conducted in London, England under the Mediation Rules of the Centre for Effective Dispute Resolution (CEDR), or another recognised UK mediation body as agreed by the parties. If the dispute is not resolved within 30 days of the mediator’s appointment, either party may refer the matter to the courts of England and Wales, which shall have exclusive jurisdiction. Nothing in this clause shall prevent a party from seeking urgent interim relief from those courts.
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