Supplier Terms and Conditions
SUPPLIER AGREEMENT — TERMS AND CONDITIONS
Version 2.0, dated 30 June 2026
PARTIES:
Dispatch Ltd TA Parallel Purchasing (registration no. 12639946) whose principal place of business is at 11 Station Road, Balsall Common, Coventry, CV7 7FN ("The Provider", "We", "Us", or "Our"); AND THE SUPPLIER as set out on the applicable Supplier Agreement ("The Supplier", "You", "Your"), each a "party" and collectively the "parties".
BACKGROUND:
(A) The Provider is retained by its Customers to provide procurement services and is authorised to negotiate commercial terms for the supply of goods and services to its Customers, and to receive payment of any rebates specified by a Supplier Agreement.
(B) The Supplier has been invited by the Provider to offer the supply of goods and services to its Customers as described, and on the terms set out in a Supplier Agreement.
(C) The parties have agreed that the terms and conditions set out in the applicable Supplier Agreement ("the Agreement") and in this document will apply to the provision of the Services.
IT IS AGREED AS FOLLOWS:
1. Application
1.1 This Agreement (consisting of the Supplier Agreement executed by the parties, these Terms and Conditions, and any schedule attached hereto) shall apply to the provision of the Services.
1.2 Any contract formed between the Supplier and a Customer as a result of a successful tender is a direct contract between the Customer and the Supplier. The Provider shall not be a party to, and shall not be liable under, any such contract. The Provider may facilitate the arrangement between the Customer and the Supplier without being a party to it.
2. Fees and Charges
2.1 The Supplier shall pay the Provider a rebate at the percentage rate specified in the Supplier Agreement, calculated on the Customer's net monthly turnover with the Supplier.
2.2 All rebate percentages and amounts specified in the Agreement are exclusive of VAT. Where the Provider is registered for VAT, the Provider will invoice the Supplier for VAT in addition to the rebate amount at the prevailing rate.
2.3 The rebate shall be applied to all amounts invoiced by the Supplier to the Customer for goods and services for the duration of supply, including tendered items, new non-tendered items supplied to the Customer from the same Supplier, and any amounts following an agreed price increase.
2.4 The rebate percentage stated in the Supplier Agreement is fixed for the duration of supply and is not reduced by any subsequent price changes, including price increases negotiated and approved through the Provider.
2.5 The value of the rebate shall be confirmed by the Supplier to the Provider on a monthly basis by way of the Management Report specified in the Supplier Agreement. Once agreed, the Provider will raise an invoice for the rebate amount plus VAT.
2.6 The Supplier shall settle the Provider's invoices in pounds sterling (GBP) by bank transfer to the Provider's account as specified in the Supplier Agreement, within 30 days of receipt of the Provider's invoice.
2.7 The Provider may, on reasonable notice and not more frequently than twice in any 12-month period, request supporting documentation (including invoices, statements, and accounting records) to verify the accuracy of the rebate calculation. The Supplier shall provide such documentation within 14 days of the request.
2.8 Where the Customer delays or fails to pay the Supplier for goods or services on which the rebate is calculated, the Supplier may withhold the corresponding rebate amount until the Customer's payment is received, provided that:
(a) the Supplier notifies the Provider in writing within 10 working days of the rebate becoming due, identifying the amount withheld and the reason;
(b) the rebate continues to accrue and is not extinguished by the withholding;
(c) the Supplier shall pay the withheld rebate to the Provider within 5 working days of receiving payment from the Customer; and
(d) where the Customer's payment becomes more than 180 days overdue or the Customer enters formal insolvency proceedings, the parties shall meet in good faith within 30 days to agree the treatment of the affected rebate.
2.9 In the event of late or non-payment of any of the Fees, the Provider reserves the right to charge interest on overdue invoices at 8% per annum over the Bank of England base rate from time to time, calculated daily from the day after the due date until the total invoice sum has been paid. This is without prejudice to the Provider's statutory right to claim interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998.
3. Confidential Information
3.1 "Confidential Information" means any information disclosed by or on behalf of one party (the "Disclosing Party") to the other party (the "Receiving Party") during the Term that at the time of disclosure (whether in writing, electronic or digital form, verbally or by inspection of documents) is confidential in nature or may reasonably be considered to be commercially sensitive. Confidential Information includes (without limitation) the terms of the Agreement, the identity of Customers, pricing data, rebate calculations, Management Reports, and supplier-customer commercial information.
3.2 The Receiving Party shall keep all Confidential Information strictly confidential and shall not use or disclose it other than for the proper performance of the Agreement, save that disclosure is permitted to:
(a) the Receiving Party's employees, officers, and professional advisers on a need-to-know basis, provided that they are bound by equivalent confidentiality obligations; and
(b) any competent authority acting lawfully that requires access to the Confidential Information, provided that the Receiving Party gives the Disclosing Party as much notice as reasonably practicable.
3.3 On termination of the Agreement or on demand by the Disclosing Party, the Receiving Party will immediately stop using all Confidential Information and, at the Disclosing Party's option, either return all Confidential Information to the Disclosing Party or securely destroy it. The Receiving Party shall not be required to delete Confidential Information from secure automated backup systems where deletion would be technically impracticable, provided that such retained information shall remain subject to the obligations of confidentiality for so long as it is retained.
4. Supplier Information
4.1 The Supplier acknowledges and agrees that the Provider may collect and develop statistics and generate product and service specific information from the supplier information to be made available to users of the Provider's services. Other than expressly set out in this clause, the Provider agrees that it shall not disclose, whether directly or indirectly, to any third party any such supplier information, provided always that this restriction shall not prevent the disclosure or use by the Provider of any information which is, or hereafter through no fault of the Provider becomes, public knowledge or to the extent permitted by law.
5. Liability
5.1 Subject to clauses 5.2 and 5.3, each party undertakes fully and effectively to indemnify and keep indemnified at all times the other party against all actions, proceedings, costs, claims, demands, liabilities and expenses whatsoever (including legal and other fees and disbursements) sustained, incurred or paid, directly or indirectly in respect of any breach by the other party of any of the provisions of the Agreement.
5.2 The Provider's total aggregate liability to the Supplier arising under or in connection with the Agreement (whether in contract, tort (including negligence), breach of statutory duty, indemnity, or otherwise) shall be limited to the higher of (a) £100,000 or (b) the total fees actually received by the Provider under the Agreement in the 12 months immediately preceding the event giving rise to the claim.
5.3 Nothing in the Agreement excludes or limits either party's liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, for wilful breach of the confidentiality obligations in clause 3, or for any other liability which cannot be excluded or limited under English law.
5.4 The Provider's role is to facilitate the procurement relationship between the Customer and the Supplier. The Provider is not a party to the supply contract between the Customer and the Supplier and is not liable for the acts, omissions, performance, financial solvency, or commercial conduct of the Customer or the Supplier.
6. Term and Termination
6.1 The Agreement shall take effect from the Start Date and shall continue for the Initial Period (both as specified in the Supplier Agreement) and thereafter renew automatically for successive terms of 12 months each (each a "Renewal Term") unless and until terminated by either party giving the other not less than 90 days' written notice to that effect (such notice to expire at the end of the Initial Period or any subsequent Renewal Term only).
6.2 Notwithstanding any other provisions herein contained, and without prejudice to any other rights such party serving notice may have, either party may forthwith terminate the Agreement by written notice to the other if any of the following events shall occur:
(a) the other party commits any breach of the terms or conditions of the Agreement (including the terms, conditions and provisions of any schedule attached or adopted hereto) and fails to remedy such breach (or in so far as such breach is not capable of remedy, to furnish adequate compensation therefor) within thirty (30) days after receiving written notice from the party requiring it to do so; or
(b) the other party becomes bankrupt or compounds or makes any arrangement with or for the benefit of its creditors, or (being a private limited or a public limited company or equivalent organisation) enters into compulsory or voluntary liquidation or amalgamation (other than for the purpose of a bona fide reconstruction or amalgamation without insolvency), or has a receiver or manager appointed of the whole or substantially the whole of its undertakings, or if any distress or execution shall be threatened or levied upon any equipment and/or software or other property of the party entitled to serve notice hereunder, or if the other party is unable to pay its debts in accordance with the law relating to the Agreement.
6.3 Termination of the Agreement shall be without prejudice to any accrued rights of either party (including any rebates accrued but unpaid prior to termination, which remain due and payable) and shall not affect obligations which are expressed not to be affected by expiry or termination hereof.
7. Force Majeure
Neither party shall be liable to the other in any way whatsoever for failure, interruption, delay or any other matters of the nature whatsoever arising out of war, rebellion, civil commotion, strikes, lock-outs and industrial disputes; fire, explosion, earthquake, acts of God, flood, drought or bad weather; or the requisitioning or other act or order by any government department, council or other constituted body.
8. Anti-Bribery
Both parties shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption, including the Bribery Act 2010. Neither party shall engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the United Kingdom.
9. Non-Solicitation of Provider's Employees
9.1 At no time during the term of the Agreement will the Supplier approach or discuss with the Provider's employees any position that may become available with the Supplier.
9.2 Unless otherwise agreed in writing by the Provider and the Supplier, the Supplier shall not, for a period of twelve months after the date of termination of the Agreement, employ any person who has been engaged in a supervisory capacity with the Provider during the period of six months prior to the date of termination. For the avoidance of doubt, any general recruitment advertisement placed by the Supplier (or on its behalf) shall not be deemed to be solicitation for the purposes of this clause.
10. General
10.1 Notices. All notices to or by the respective parties hereto shall be in writing and shall be deemed to have been duly given when delivered by hand, posted by recorded delivery post, or sent by email to the party to which such notice is required to be given at the address given on the Supplier Agreement, or to such other address as the respective parties hereto may hereafter specify to the other in writing. Notices delivered by hand or sent by email shall be deemed received the first working day following such delivery or sending. Notices which have been posted shall be deemed received on the third working day following posting.
10.2 Assignment. The Supplier shall not, without the prior written consent of the Provider, assign or transfer the Agreement or any of its rights under the Agreement to any other person, firm or company.
10.3 No waiver. Failure or neglect by the Provider to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed to be a waiver of the Provider's rights hereunder, nor in any way affect the validity of the whole or any part of the Agreement, nor prejudice the Provider's rights to take subsequent action.
10.4 Entire agreement. The Agreement supersedes any arrangements, understandings, promises or agreements made or existing between the parties prior to the signing of the Agreement and constitutes the entire understanding between the parties hereto. Except as otherwise provided herein, no addition, amendment or modification of the Agreement shall be effective unless it is in writing and signed by and on behalf of each party by a director or such other duly authorised officer.
10.5 Headings. The headings of the paragraphs of the Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of the Agreement.
10.6 Severability. In the event that any or any part of the terms, conditions or provisions contained in the Agreement or any schedule attached or adopted as relative hereto shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision shall to that extent be severed from the remaining terms and conditions, which shall continue to be valid and enforceable to the fullest extent permitted by law.
10.7 Data protection. Both parties will comply with their respective obligations under the UK GDPR and the Data Protection Act 2018 in respect of any personal data processed under or in connection with the Agreement.
10.8 Governing law and jurisdiction. The Agreement shall be governed by and construed in all respects in accordance with English law, and each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales in respect of any dispute arising out of or in connection with the Agreement.
10.9 Dispute resolution. In the event of any dispute arising out of or in connection with the Agreement, the parties will first attempt to resolve the matter by good faith negotiation between authorised representatives of each party within 15 business days of written notice of the dispute. For disputes not resolved by negotiation:
(a) where the amount in dispute does not exceed £10,000, either party may refer the matter to the County Court under the small claims procedure;
(b) where the amount in dispute exceeds £10,000, the parties will attempt to resolve the dispute through mediation administered by the Centre for Effective Dispute Resolution (CEDR) under its Model Mediation Procedure, with costs of the mediator shared equally. If the dispute is not resolved within 60 days of the start of mediation, either party may refer the matter to the courts of England and Wales.
10.10 Nothing in this clause prevents either party from seeking urgent injunctive or other equitable relief from a court of competent jurisdiction.
Version 2.0 dated 30 June 2026. Supersedes Version 1.0 for all Supplier Agreements signed on or after this date. Existing Supplier Agreements remain bound by the version in force at the date of signature.
Previous version (V1.0) archived here