1. DEFINITIONS
The following terms shall have the following meanings:
FA: Fleet Assess Limited, being the Lessor named on the Contract.
FA Branch: the branch of Fleet Assess as set out in the contract.
Contract: the rental agreement entered into between Fleet Assess and the Customer.
Customer: The Lessee named on the Contract.
Delivery: delivery of the Vehicle in accordance with clause
Finance Company – any Bank or Funder that may be used by Fleet Assess Limited “FA” in funding the Vehicle(s)
Rental Charges: such sums as shall be specified on the Contract subject to variation as set out in these conditions.
Rental Period: such period as shall be specified on the Contract subject to variation as set out in these conditions.
Vehicle: the unit specified on the Contract, and shall include all fittings and ancillary equipment tools and documents necessary for the operation of the Vehicle.
2. DELIVERY
The Customer shall take delivery of the Vehicle from the FA Branch. The Customer agrees that
(a) It has been given sufficient opportunity to inspect the Vehicle thoroughly immediately before taking delivery of it and
(b) The Vehicle is in good condition at the time of delivery with the exception of such items if any marked on the Trailer Rental Quality Control – Interchange and is to the Customer’s satisfaction; and
(c) The Vehicle corresponds with its description, is of merchantable quality and is fit for the particular or any purpose for which it is required.
3 RETURN
Re-delivery of the Vehicle by the Customer to any address or to any branch of FA other than the FA Branch shall terminate the Contract unless
(a) The prior written agreement of FA shall have been obtained and
(b) The Customer shall pay to FA such fee that may be agreed together with all costs and expenses incurred by FA as a result of the said return.
4 PAYMENT
The Customer shall throughout the Rental Period pay the Rental Charges within the period notified to the Customer unless otherwise stated herein. The Customer will be invoiced at regular intervals, as notified by FA
5 RENTAL PERIOD
The Rental Period shall commence on the date shown on the Contract and shall continue unless any other period has been agreed in writing between FA and the Customer until the later of the following at FA’s option
(a) The date upon which the Vehicle is returned to the FA Branch, or
(b) The date upon which repairs of damage suffered by the Vehicle during the Rental Period shall have been completed by FA or its agents, and said Vehicle is not returned to the Customer for their continued use, or
(c) The occurrence of a Termination Event as defined in clause 16.
6 RENTAL CHARGES
(a) FA shall be entitled to charge the Customer rental for each day of the Rental Period at the rate shown on the Contract
(b) The Rental Charge is exclusive of VAT and any other applicable taxes and duties or similar charges which shall be payable by the Customer at the rate and in the manner from time to time prescribed by law
(c) All amounts due under this Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as requested by law)
7 USE OF VEHICLE
The Customer hereby covenants with FA that during the continuation of this Contract the Customer shall use the Vehicle with reasonable care and shall take reasonable precautions to prevent loss or damage to the Vehicle from any cause whatsoever. In particular
(a) The Customer shall not permit the Vehicle to be operated at any time at a weight in excess of the plated weight (b) All loads carried by the Customer shall so far as practical be distributed evenly over the entire floor area of the Vehicle
(c) The Customer shall not carry on the Vehicle any goods, materials or produce which might render the Vehicle unsuitable for the carrying of other merchandise
(d) The Customer shall not use or permit the Vehicle to be used in any manner infringing any statute, regulation or order (whether national or international) relating to the driving and/or use of motor vehicles or trailers whether the relation to the carriage or goods or otherwise so as to cause danger to the public or
persons in the trailer or any motive unit towing the trailer
(e) The Customer shall not cause or permit the Vehicle to be drawn by any motive unit which is not suitable or is inadequately equipped for such purpose
8 OWNERSHIP OF VEHICLE
(a) The Vehicle shall at all times remain the property of FA and nothing in this Contract shall confer any interest whatsoever in the Vehicle on the Customer
(b) The Customer shall keep the Vehicle in its own possession during the Rental Period
(c) The Customer shall not sell, assign, mortgage, pledge or lend the Vehicle or any interest whatsoever therein or in this Contract or purport to do so or permit any other person or persons to do so or purport to do so
(d) The Customer shall prevent the creation of any charge or lien on the Vehicle and shall not allow the Vehicle to be seized or taken out of its possession or control under any distress, execution or other legal process
(e) In the event of the Customer failing to comply with any of its obligations as set out in sub-paragraphs b,c and d hereof the Customer shall forthwith give notice to FA thereof and shall indemnify FA against all losses, actions, costs, charges, damages and expenses incurred by reason or respect thereof
(f) The Customer shall deliver up the Vehicle to FA at the end of the Rental Period
9 INSPECTION
The Customer shall allow FA to at all reasonable times access to inspect, test, adjust, repair or replace the Vehicle
10 BREAKDOWN
The Customer shall notify FA of any breakdown, or damage to, or loss of the Vehicle however caused. Such notification shall be made immediately to the FA Branch by phone and confirmed in writing. In the event of non-compliance for whatever reason with this condition there shall be no liability in any form upon
FA in respect of the said breakdown. This clause shall be subject to and read in conjunction with clause 11
11 DAMAGES TO TYRES
FA shall not be responsible for the cost of repair of punctures, damaged or burst tyres suffered during the continuation of this Contract. If any tyre on the Vehicle shall burst so that it shall not be capable of repair then and in that case if the Customer shall desire compensation for the said tyre, it shall be a condition
precedent that the Customer shall submit the tyre to the Tyre Manufacturers Panel to ascertain the cause of the said failure and the decision of the said panel shall be final and binding upon FA and the Customer. If the said failure was an inherent defect in the said tyre not attributable to any act or default of the
Customer then FA shall pay to the Customer the compensation received from the said panel.
12 INDEMNITY
Subject to the provisions of the foregoing conditions
(a) Except for any liability which may incur for death or personal injury resulting from negligence FA shall not be liable in any manner whatsoever whether under the Contract, in contract in Tort or otherwise for any indirect or consequential loss, damage or injury howsoever caused which may arise out of in
connection with any defect whether latent or apparent in the Vehicle or arising out of the hiring of the Vehicle to the Customer or the execution of any work to or upon the Vehicle by FA, its servants or agents
(b) If FA break this Contract or are negligent or breach any other legal duty of care owned by FA to the Customer, FA will not be liable for any loss or damage which is not reasonably foreseeable to the Customer and FA at the time that this Contract is made.
(c) If the Customer enters into this Contract in the course of a business, the express terms and conditions of this Contract are in lieu of all warranties, conditions, terms, representations, statements, undertakings and obligations whether express or implied, all of which are hereby excluded, except for the terms
implied by Sections 7 (title), 8 (hiring by description) and 9 (quality and fitness) of the Supply of Goods and Services Act 1982, and if FA breaks this Contract or are negligent or breach any other legal duty of care owed by FA to the Customer:
(i) FA will not be liable for any loss of profit, loss of business or other economic loss (in each case whether direct or indirect loss) or for any indirect or consequential loss or damage which arises out of or in connection with this Contract
(ii) FA will not be liable for the cost of any repairs to the Vehicle which are covered under any manufacturer’s warranty, where the Customer has the benefit of that warranty (or are not covered due to the Customer’s breach of that warranty)
(iii) FA’s total aggregate liability per event or series of connected events in connection with this Contract shall not exceed the Rental Charges payable under this Contract
(iv) The Customer must notify FA in writing of any claim against FA in connection with any loss or damage arising out of or in connection with this Contract within 12 months of the Customer first becoming aware of such loss or damage; and
(v) The Customer must not set-off (against the money payable under this Contract) any money which the Customer claims against FA in relation to any loss or damage suffered by the Customer in connection with this Contract
(d) The Customer shall indemnify FA against all claims or demands made upon FA by reason of any loss damage or injury of whatever nature and however caused which may be suffered by any person from the presence of the Vehicle or the operation thereof including any fines or penalties or legal expenses incurred
by FA
13 LOSS OR DAMAGE
(a) The risk attaching to the Vehicle shall pass to the Customer on Delivery
(b) The Customer shall be solely responsible for and shall indemnify FA in respect of all loss or damage resulting on the Vehicle at any time before physical possession of the Vehicle is retaken by FA. Fair wear and tear to the Vehicle only accepted.
(c) Without prejudice to the generality of the paragraph (a) hereof the following provisions shall apply
(i) The Customer shall not repair the trailer or make any alteration to it without FA’s prior written consent
(ii) If the Vehicle is damaged so as to impair its working efficiency but not beyond repair and FA decides to repair it itself or have it repaired by someone other than FA the Customer shall reimburse FA with the cost of such repairs
(iii) If the Vehicle is damaged beyond repair or is stolen, seized or confiscated the customer shall notify FA thereof immediately and shall continue to pay the Rental Charges to FA at the rate stated as the Rental Charges as provided under condition 6 until (1) FA shall take possession of the Vehicle, notwithstanding
the provision of clause 5, where it has been damaged beyond repair (2) FA shall recover an amount equal to the full replacement value of the Vehicle by virtue of the Customer’s insurance on the Vehicle or
(3) The Customer shall have paid FA an amount equal to the full replacement value of the Vehicle. Provided that nothing in this condition shall oblige FA to take any steps whatsoever to the effect recovery from the insurers in respect of such loss or damage
14 ROUTINE MAINTENANCE AND INSPECTION
The Customer shall:-
(a) At the Customer’s cost keep the Vehicle road worthy and in good and substantial repair and condition, fair wear and tear only excepted and in particular but without prejudice to the generality of the foregoing the Customer shall comply daily with the requirements set out on the Contract retained by the
Customer under the heading Customer Daily Safety Responsibility
(b) At the Customer’s cost carry out all such daily running maintenance to the Vehicle as may from time to time be notified by FA to the Customer
(c) Contract including scheduled maintenance by FA. If the Contract provides for scheduled maintenance by FA, the Customer shall at all the Customer’s cost deliver the Vehicle to the FA Branch for FA to carry out the scheduled maintenance and the Department of the Environment Testing and Plating at such times
as FA shall specify FA shall thereupon carry out the appropriate scheduled maintenance and testing plating.
(d) Contract excluding scheduled maintenance by FA. If the Contract excludes scheduled maintenance by FA, the Customer shall at all times at its own cost carry out the scheduled maintenance and Ministry of Transport Testing and Plating as specified by FA and shall provide all necessary spares and replacement
component parts to FA’s specification. The Customer shall supply FA immediately on request copies of records of maintenance carried out on the Vehicle. The Customer shall pay to FA at the end of the period of hire a sum in compensation for the wear of the tyres that has taken place during the hire and
calculating the pro-rata cost based on the current replacement price of a new tyre of the same type as fitted to the Vehicle at the commencement of the Rental Period.
15 ADDITIONAL PAYMENTS
In addition to the Rental Charges payable pursuant to this Contract the Customer shall further pay to FA
(a) Any cost and expenses including reasonable legal fees incurred by FA in collecting payments due from the Customer hereunder and/or the repossession of the Vehicle pursuant to the conditions of the Contract
(b) Any expenses incurred by FA in the transport of the Vehicle to the FA Branch including any fee previously referred to
(c) Value Added Tax at the appropriate rate
(d) Where the Rental Period is less than one year FA shall be entitled to increase the Rental Charges without notice
(e) Interest at the rate of 20% per annum upon any Rental Charges or any other charges due unpaid commencing 28 days after the date of an invoice. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment
(f) In a Contract including scheduled maintenance by FA if the tyre is in excess of 6 millimetres per tyre per annum the Customer shall pay to FA a charge calculated in line with the provisions of paragraph 14(d) for the tyre wear in excess of 6 millimetres
16 TERMINATION EVENTS
(a) On the occurrence of any of the following events hereinafter called ‘Termination Events’
(i) If the Customer shall fail to make the payments due pursuant to the Contract and shall fail to perform any other covenant of condition required to be made or performed by him under the terms of this Contract and such default shall continue for five days after written notice thereof shall have been given by FA
to the Customer (time being of the essence of this Contract) or
(ii) the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an
individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
(iii) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
(iv) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company);
(v) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Customer (being a company);
(vi) the holder of a qualifying floating charge over the assets of the Customer (being a company) has become entitled to appoint or has appointed an administrative receiver;
(vii) a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the Customer;
(viii) the Customer (being an individual) is the subject of a bankruptcy petition or order;
(ix) a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Customer assets and such attachment or process is not discharged within 5 days; the Customer
suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
(x) the Customer (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation;
(xi) there is a change of control of the Customer (within the meaning of section 1124 of the Corporation Tax Act 2010
(xii) If the motive unit intended for use with the trailer is not suitable or properly equipped for the purpose required of it and the Customer shall fail to provide an alternative motive unit within 48 hours of receiving notice requiring him to do so from FA THEN AND IN THAT EVENT this Contract shall at the option of
FA be determinable forthwith and without notice
(b) In the event of such termination as aforesaid
(i) The Customer shall no longer be in possession of the Vehicle with the consent of FA
(ii) The Customer shall forthwith return the Vehicle to the FA branch or wherever else FA may direct in writing at FA’s option provided that nothing in this clause contained shall relieve the Customer from liability to FA in respect of a cancelled or terminated Vehicle in default of such return of it FA shall otherwise
consider it necessary FA shall be entitled without notice to retake possession of the Vehicle and for that purpose by itself its servants or agents shall be entitled to enter upon any land or premises of the Customer on or which the Vehicle is believed to be situated
(iii) FA shall be entitled to recover from the Customer (1) All the Rental Charges and other charges due and unpaid at the date of termination of the Contract, together with any interest accrued pursuant to clause 15(e)
(2) The damages for the breach by the Customer of any obligation assumed by the Customer under this Contract
(3) All costs and expenses incurred by FA in tracing and/or recovering possession of the Vehicle and in collecting sums due under this Contract (including any legal costs)
(4) All repair and other charges incurred by FA in repairing the Vehicle from the date of its return to FA together with all Rental Charges accruing during the period (including any storage, insurance, repair, legal and re-marketing costs)
(5) an agreed compensation for FA’s loss of profit being the total of all Rental Charges which would have been payable during the unexpired Rental Period of this Contract.
(c) The hirer acknowledges that the Finance Company used by the lessor to fund the Vehicle(s) have certain rights under this agreement, even though they are not signatories of the same. These rights include
(1)The right to visit or enter the hirer’s place/s of business to ascertain the whereabouts of any goods funded by them:
(2)The right to uplift the goods if the lessor is in any breach (or howsoever described) under any agreement between the lessor and the finance company:
(3)In the event that the Lessor enters administration receivership or liquidation and has not paid the Finance Company for the goods, the Finance Company has the absolute and immediate right to enter the Customer’s premises or those of the Customer’s customer(s) to identify the whereabouts and uplift the
Vehicle(s).
17 CUSTOMER’S PROPERTY
The Customer undertakes to remove all property from the Vehicle upon the termination of this Contract for whatever cause and before the Vehicle shall be returned to or recovered by FA. No liability however arising shall be incurred by FA in relation to any loss or damage to property
remaining in or upon the Vehicle after such termination and FA shall in its discretion be entitled to dispose of the said property. In the event of such disposal or in the event of any loss or damage however caused to such property the Customer shall indemnify FA against all claims and demands made by any third
party in relation thereto
18 INSURANCE
(a) Upon the execution of the Contract the Customer shall
(i) Forthwith enter into a policy for comprehensive insurance in respect of the full replacement value of the Vehicle and shall upon demand produce to FA evidence of the payment of premiums thereon. Full details of the said insurance which shall be effected with a company to be approved by FA [and entered in
the schedule overleaf]
(ii) Forthwith cause the interest of FA to be noted upon every such policy as loss payee to the intent that any insurance monies payable thereunder shall be paid to FA. For this purpose, the Customer irrevocably appoints FA as its agent for the purposes of negotiating all claims and receiving all monies payable under
the policy in respect of the Vehicle and giving a good discharge for such monies.
(b) All insurance policies procured by the Customer shall be endorsed to provide FA with at least 20 business days’ prior written notice of cancellation or material change (including any reduction in coverage or policy amount) The Customer shall be responsible for paying any deductibles due on any claims under
such insurance policies.
(c) The Customer shall give immediate written notice to FA in the event of any loss, accident or damages to the Vehicle arising out of or in connection with the Customer’s possession or use of the Vehicle.
(d) In the event of any loss, damage or destruction to the Vehicle, the Customer shall within 7 days of the date of the loss, damage or destruction notify their insurance company and use its best endeavours to recover sufficient monies to pay for the loss, damage or destruction to the Vehicle. All monies received
shall be paid immediately to FA
(e) If the Customer fails to effect or maintain any of the insurances required under this Contract, FA shall be entitled to effect and maintain the same, pay such premiums as may be necessary for that purpose and recover the same as a debt due from the Customer
19 AMENDMENTS AND WAIVERS
The terms of this Contract shall only by amended or altered by a mutual agreement in writing of the Customer and FA. No employee of FA other than the Managing Director shall have the right to waive any rights of FA under this Contract. Any failure by either party hereto to insist
upon the performance of any of the terms or covenants or this Contract or to exercise any right or privilege hereunder shall not be constructed thereafter as any waiver by such party of such terms, covenants, conditions, rights or privileges and this Contract shall continue and remain in full force and effect
notwithstanding any such failure
20 FORCE MAJEURE
Neither party shall be in breach of this Contract nor liable for the delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure results from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall
be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 6 weeks, the party not affected may terminate this Contract by giving 30 days’ written notice to the affected party.
21 STATUTORY RIGHTS
Nothing herein contained shall effect the statutory rights of a consumer pursuant to the Unfair Contract Terms Act 1997 22 LAW This Contract shall be construed and interpreted in accordance with the Law of England
23 ASSIGNMENT AND OTHER DEALINGS
This Contract is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Contract.
24 NOTES
Any notice, invoice or the documents required or otherwise to be given or sent under this Contract shall be duly given or sent in each case by being left at or by being sent pre-paid post to the last known principal place of business or registered office of the party to whom it is addressed. Any such
document if sent by post shall be deemed to have been duly received by the addressee at the expiration of 48 hours after it had been posted and in proving such services it shall be sufficient to prove that the document was left at the principal of business or registered office as aforesaid or the envelope containing it
was properly addressed pre-paid and posted as the case may be
25 HEADINGS
Any reference to the word Owner in the Contract does not necessarily imply legal title to the goods. The headings of these conditions do not part from the conditions and shall not affect the interpretation thereof.
