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Terms &
Conditions

WHERE IT IS AGREED:-

1. HEADINGS

Headings of clauses or groups of clauses are for the indicative purposes only.

2. APPLICATION

Conditions contained in this Agreement alone are the conditions of the agreement between the parties and supersedes all prior dealings, negotiations, representations, or agreement whether written or orally expressed or implied.  No variation or addition to the conditions in this Agreement shall be effective unless agreed in writing and signed by a Director and Secretary of the Company and the Hirer.

3. HIRE AGREEMENT

The Company agrees to let and the Hirer agrees to hire the vehicle or vehicles referred to in Schedule 2 hereto of this Agreement and the Company further agrees to provide the Hirer those services which are referred to in this Agreement.

4. HIRE PERIOD

(i) The hire of each vehicle will commence on the Payment Start Date of that vehicle and will continue for the period set out in Schedule 2 hereto (Hire Period) subject to the provisions for termination contained in Clauses 18 and 19.

(ii) “Payment Start Date” shall in relation to any vehicle be the date of delivery of the allocated contact vehicle or vehicles.

5. HIRE CHARGES AND PAYMENTS

(i) The deposit will be invoiced and payable at the time of signing of the contract and/ or schedule.

(ii) Hire Charges will commence on the Payment Start Date and will be payable monthly for the remainder of the Hire Period. The first payment shall be made at or prior to the the time of delivery of the vehicle/ vehicles.

(iii) During the Hire Period the Company may modify the Hire charges to take into account any increases in the cost of Vehicle Licenses or Department of Transport tests or tests certificates.

(iv) The company shall invoice the Hirer monthly in advance, the Hirer shall pay such invoices 20 days following date of invoice.

(v) It is expressly DECLARED AND AGREED that the Hirer shall have no right to withhold or set-off hire charges or any other amounts due to the Company against any actual or alleged default by the Company of obligation hereunder. Payments due hereunder shall be made without prior demand and inclusive of the relevant rate of Value Added Tax and free and clear of any deductions or withholdings of any nature.

(vi) If any payment due hereunder to the company is in arrears by more than seven working days then (in addition to any other remedies) the Company may charge interest on a day to day basis from the original due date to the date of actual payment at the rate of two per cent over the minimum lending rate of NATWEST BANK in force from time to time.  The Hirer shall pay any such interest so charged forthwith on demand by the Company.

6. OWNERSHIP

The Hirer hereby acknowledge that there are no circumstances out of or in connection with this Agreement whereby the Hirer obtain any title whatsoever to any vehicle or any contractual right to acquire the title in any vehicle to be transferred to the Hirer at any time. The Hirer shall not hire any vehicle or otherwise part with the possession of any vehicle except for the purpose of repair or maintenance pursuant to the provisions of this agreement. This Agreement shall bind successors to either party.

7. VEHICLE EXCISE LICENSES

The Company shall obtain at its own cost the initial and all subsequent Vehicle Excise Licenses required for any vehicle subject to the terms of this agreement. The Company shall ensure that any renewal of a Vehicle Excise Licence is  made in good time and that such renewed Licenses will upon receipt by the Company be forwarded immediately to the Hirer.All licences must either be displayed on the vehicles on the Payment Start Date or be sent to the Hirer for display before the Payment Start Date.

8. SERVICE AND MAINTENANCE RESPONSIBILITLIES OF THE COMPANY

(i) The Company undertakes that throughout the Hire Period it shall use its reasonable endeavours to have the vehicle or vehicles maintained in good repair and condition so as to comply with the Road Vehicles (Construction and Use) Regulations 1986 or any amendments thereto or similar regulations which may from time to time be enacted, together with all other relevant legislation.

(ii) The Company shall also be responsible for preparing and submitting the vehicle or vehicles for testing at the Department of Transport testing stations under the provisions of the Vehicles (Plating and Testing) Regulations and/or any other statutory amendments or re-enactment thereof.

(iii) The Company shall where necessary appoint service agents acceptable to the Hirer (such acceptance not to be unreasonably withheld) deal and settle any warranty claims with  manufacturers.

(iv) The Company will make good by repair or at its option the provision of replacement parts any defects which under proper use appear in the vehicle or vehicles during the Hire Period PROVIDED THAT the Company shall not be responsible for any defects which appear due to negligence, misuse or failure to maintain by the Hirer.  Furthermore the Company’s responsibility under this sub-clause shall cease if any repair is made or attempted to be made of it components are installed other than by the Company or the Company’s agents or without the Company’s written consent.

9. SERVICE AND MAINTENANCE RESPONSIBILITES OF THE HIRER

(i) The Hirer shall be responsible for all routine and daily maintenance inspection and safety checks in respect of the vehicle or vehicles.

(ii) The Hirer shall regularly clean the vehicle or vehicles to preserve both bodywork and upholstery.

(iii) The Hirer shall promptly report damage to any vehicle or vehicles including bodywork and repairs shall only be carried out by or with the permission of the Company. The hirer shall be responsible for the costs of all such repairs.

(iv) The Hirer shall use its best endeavour to submit or  make available for collection the vehicle or vehicles to the Company or its appointed agent for maintenance by the Company in accordance with the Company’s obligations under clause 8.  The failure by theHirer to submit the vehicle or vehicles at the agreed times to the Company or its appointed agents shall absolve the Company from any of its responsibilities under clause 8 above in relation to that particular vehicle to the extent that such delay results directly in a loss to the Company and the Hirer shall be responsible for any additional costs of maintenance as a result of the delay in relation to that particular vehicle.

(v) The Hirer shall immediately inform the Company of all breakdowns or component failures and shall wherever possible supply details of the cause of the breakdown or failure advising the Company in each case of the accurate location of the vehicle. In the event of the breakdown of a vehicle outside the United Kingdom the Hirer shall be responsible for the cost of returning the vehicle to the United Kingdom.

(vi) In the event of any vehicle or vehicles suffering damage or loss howsoever caused whilst in the use or possession of the Hirer (other than as a result of fair wear or negligence of the Company’s agents or sub contractors) the Hirer shall be responsible for the cost of repairing such damage and making good all such loss incurred by the Company including the cost of a replacement vehicle.

(vii) The Hirer shall be responsible for all costs incurred by the Company as a result of travelling towing and/or repairing any vehicle or vehicles which have broken down as a result of the freezing or waxing of diesel fuel and brake air valves unless due to the act or omission of the Company, its agents or sub-contractors.

(viii) The Hirer shall be responsible for all costs incurred by the Company as a result of travelling towing and/or draining the engine and/or repairing the engine or fuel pumps of any vehicle or vehicles which have broken down as a result of the use by the Hirer of contaminated, dirty or incorrect fuel and/or oil.

(ix) The Hirer shall at all times operate the vehicle or vehicles so as to comply with all appropriate traffic legislation or regulations.

10. SUBSTITUTE VEHICLE

(i) The Company undertakes to promptly service, or repair any vehicle or vehicles returned to the company due to mechanical breakdown. The Company will use its best endeavours to provide a substitute vehicle of a similar type and carrying capacity for the Hirer’s use free of charge for the repair period only.

(ii) Once the servicing/repairs have been completed the Hirer must return the substitute vehicle to the Company within twenty four hours of a demand by the Company.  If the Hirer fails to return the substitute vehicle to the Company following a demand the Hirer shall pay (in addition to any hire charges hereunder) a rental for the substitute vehicle in accordance with the Company’s standard tariff.

(iii) Any substitute vehicle in accordance with this clause shall in all respects be subject to the same terms and conditions of the Agreement.

11. TYRES

(i) The Company shall provide at its own cost all replacement tyres necessary as a result of fair wear or as a result of faulty manufacture.

(ii) The Hirer will be solely responsible for the cost including fitting charges of repairing or replacing any tyres damaged due to punctures or blow-outs or as a result of mis-use by the Hirer its servants or agents.

12. LIABILITY OF THE COMPANY

(i) The Company shall  not be responsible for any loss delay or damage howsoever caused or arising to goods or despatched or delivered to or from or loaded or unloaded from the vehicle or vehicles. The Hirer agree to indemnify the Company against any claim of this nature.

(ii) The Company shall not be responsible for any expense loss of profit, damage or other consequential loss howsoever arising as a result of the mechanical or failure of any vehicle howsoever caused.

(iii) The Hirer shall not load the vehicle with any goods of an inflammable corrosive explosive or otherwise dangerous nature which may cause damage or loss to the vehicle unless the vehicle has been specifically constructed or designed to carry such goods and the vehicle is adequately insured against the risk of carrying such goods.

13. INSURANCE

(i) “From the Delivery Date the Hirer will keep the vehicles effectively insured against loss, destruction, theft or damage up to its Net Book Value, either under a suitable insurance policy, or by indemnifying the Lessor for the repair costs or value of the vehicles as if the vehicles had been so insured”

“Net Book Value” for the purposes of this clause means the value of the vehicle according to the asset register of The Company. This value will be calculated in accordance of the Company’s depreciation policy.

(ii) The Hirer shall immediately notify the Company of any accident causing damage to the vehicle together with a copy of the accident report and the whereabouts of the vehicle.  The hirer shall continue to pay the hire charges during any period of repair.

(iii) The Hirer agrees to indemnify and keep indemnified the Company against any breach by the Hirer of its obligations under this clause against any claims made by any third parties against the Company.

14. HIRER’S STATUTORY RESPONSIBILITILES

(i) The Hirer shall indemnify the Company against all fines, fixed penalties and excess charges made payable by the Company by virtue of any of the provisions of relevant road traffic legislation, as if the Hirer were the owner.

(ii) The Hirer undertakes that at all times where relevant legislation requires all persons driving the vehicle or vehicles on behalf of or at the direction of the Hirer will have a valid and current full driving licence and where appropriate a valid and current HGV Licence or Large Goods Vehicle licence.

(iii) The Hirer undertakes that during the Hire Period it shall be liable as if the owner of the vehicle or vehicles in respect of:

  1. (a) any fixed penalty offence committed in respect of that vehicle under part 111 of the Transport Act 1982 and

  2. (b) any excess parking charge which may be incurred in respect of that vehicle in pursuance of an Order made under Section 45 and 46 of the Road Traffic Regulation Act 1984.

15. USE OUTSIDE THE UNITED KINGDOM

The Hirer shall not operate the vehicle outside the United Kingdom without the prior consent in writing of the Company which may be given on such terms as the Company may in its absolute discretion think fit. In the event of such consent being granted the Hirer will indemnify the Company (or will make such insurance arrangements as will cause the Company to be indemnified) against all claims and expenses of whatsoever nature and howsoever arising from the use of the vehicle outside the United Kingdom in the event of damage to the vehicle or mechanical breakdown or failure.

16. TERMINATION BY DEFAULT

(i) Each party shall have the right at any time by giving notice in writing to the other party to terminate this agreement in relation to the affected vehicles forthwith upon any of the following events:

  1. (a) if the other party commits a material breach of any of the terms and condition of this agreement and upon notification in writing from the other party fails to remedy such a breach within 14 days;

  2. (b) if the other party suspends payment of its debts or goes into liquidation whether voluntary or compulsory or becomes subject to bankruptcy proceedings or makes composition with its creditors or has a Receiver or Manager appointed over all or part of its assets;

  3. (c) if the vehicle or vehicles or any accessories are seized under any execution or legal process issued against the other party or under any distress for rent;

  4. (d) the Hirer defaults in making payment of the hire charges or any other charge under the terms of this Agreement for more than 30 days;

(ii) In the event that the Company exercises its rights of giving notice under sub-clause hereof the Company shall have the right at any time to re-take possession of the vehicle or vehicles and accessories (the Company being hereby given the power to enter into and upon the premises in the occupation or under the control of the Hirer in order to do so) and thereupon this agreement shall cease and determine save only that the Hirer shall be liable for any antecedent breach and shall also be liable to pay to the Company the hire charges which would have been payable during the remaining contract period in relation to the affected vehicle. After payment of the said hire charges, the Hirer shall have no further liability to the Company.

17. PROVISIONS ON TERMINATION

(i) The provisions of this clause shall apply to the return of any vehicle or vehicles following termination of this agreement howsoever caused.

(ii) Upon return of the vehicle the Company shall undertake an inspection in order to determine the condition of the said vehicle. In the event that the Hirer disagrees with the results of the said inspection, the parties shall appoint an independent third party to undertake a second inspection to determine, acting as an expert, the condition of the vehicle.  Any decision of such independent third party shall, in the absence of manifest error, be binding on the parties.

(iii) The Hirer shall be responsible for the cost of replacing any parts or accessories of the vehicle which are damaged or missing.

(iv) Upon such inspection by the Company if the Company is of the opinion that the vehicle is not in a satisfactory condition after making due allowance for normal wear then the Hirer shall be responsible for the cost of putting the vehicle into a satisfactory condition.

(v) If the vehicle has been painted in the Hirer’s livery or bears the name of or the distinctive marks of the Hirer, the Hirer shall be responsible for any costs incurred by the Company in removing such livery.

18. FAILURE TO RETURN VEHICLE AT THE END OF THE HIRE PERIOD

In the event of the Hirer failing to return any vehicle at the end of the Hire Period the provisions of this agreement shall continue so far as they relate to the obligations of the Hirer.  Unless agreement is reached between the parties the Company  reserves the right to increase the hire charges by 50% and to re-take possession of the vehicle and accessories the Company being legally given the power to enter into and upon the premises in the occupation or under the control of the Hirer in order to do so.

19. LAW

This Agreement is made and shall be covered by English Law and parties hereby submit  to the exclusive jurisdiction of the English Courts.

20. GOVERNMENT LEGISLATION

The Agreement will be subject to increased rates due to additional costs resulting from Government legislation which relate directly to the vehicles.

21. MAINTENANCE COST REVIEW

Annual maintenance cost review will be calculated from the annual retail price index published in the Employment Gazette, by the central statistical office, under the heading of Motor Vehicle.

22. FORCE MAJEURE

(i) Neither party shall be liable to the other for failure or delay in the performance of its obligations hereunder if such failure or delay was caused by circumstances outside of that party’s reasonable control PROVIDED THAT it promptly notifies the other party of the nature and extent o the circumstances in question.

(ii) During any period of failure or delay in performance by the Company, the Hirer shall not be obliged to make payment in respect of those vehicles affected by force majeure.

(iii) If the failure or delay in performance by either party specified in clause 25.1 continues for a period in excess of 56 days either party shall be entitled forthwith to terminate this Agreement in respect of the vehicle(s) affected by force majeure by written notice to the other party.

GENERAL

23. Any notice to be given by either party to the other under this Agreement shall be in writing addressed to that other party at its registered office or principal place of business or other such address as may at the relevant time have been notified pursuant of this clause to the party giving the notice.

24. No waiver by either party of any breach of the terms and conditions of this Agreement shall be considered as a waiver of any subsequent breach of the same or any other terms and conditions of this Agreement.

25. If any of the terms and conditions of this Agreement are held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other terms and conditions of this Agreement and the remainder of the term or condition in question shall not be affected thereby.

THE BIG CHILLER COMPANY

HIRE A CHILLER

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