Terms and Conditions Lease Agreement REF - 0211
1.1 We agree to let and you agree to take on hire the Vehicle described in the Schedule for the Term and any Secondary Term upon the terms and conditions set out in this Agreement including the Schedule.
1.2 You acknowledge that the Vehicle is being taken on hire for business purposes carried on by you and you acknowledge that you have selected the Vehicle in reliance on your own skill and judgment.
1.3 The Term shall commence on the date that the Vehicle is delivered to you or, if earlier, the date you are notified that the Vehicle is available for delivery but have not arranged to accept delivery whether or not prior to the date of this Agreement.
1.4 Subject to none of the following events having occurred between the date we sign this agreement and the date we receive it back, correctly signed by you, then we will agree to be bound by it:
1.4.1 The Vehicle ceasing to be available; or
1.4.2 The price at which we can buy the Vehicle has increased by 3% or more; or
1.4.3 Bank of England base rate has increased by 2% or more.
2 Payment of Rentals and Charges
2.1 You shall pay to us:
2.1.1 the Rentals and any Advance Rental at the times specified in the Schedule by direct debit together with any other sums due under this Agreement.
2.1.2 interest on any unpaid sum at the rate of 5 per cent per annum above Finance House Base Rate as published from time to time from the due date until such time as we have received full payment.
2.1.3 reasonable administration costs and expenses (including legal expenses) that we incur as a result of your failure to comply with any term of this Agreement.
2.1.4 VAT on all Rentals and any other sums due under this Agreement upon which VAT is chargeable at the applicable rate.
2.2 You must pay all fixed penalty charges, fines, congestion charges or any other penalties in connection with the Vehicle or its use. If we pay or transfer liability to you for any of these sums on your behalf you will repay us upon demand any sums so paid and an administration fee.
2.3 You must obtain our permission before replacing the registration number of the Vehicle with a cherished/personalised plate and pay any associated DVLA fee and our administration fee.
2.4 If our collection agent attends to collect the Vehicle and for any reason the Vehicle is not available for collection at the time and place agreed or is unroadworthy, we may charge you an abortive collection fee.
2.5 Prompt payment is of the essence of this Agreement and you will bear the risk of payments sent by post. All payments shall be made to no one but us.
3 Secondary Term
3.1 If you retain possession of the Vehicle after expiry of the Term and if we agree, you may retain possession of the Vehicle during a Secondary Term, on the same terms and conditions as applied during the Term subject to payment of the annual Rental in respect of the secondary Term as detailed in the Schedule.
3.2 You or we may terminate the Secondary Term upon 3 months notice in writing. Upon termination of the Secondary Term and unless paragraph 9 applies you will no longer have possession of the Vehicle with our permission and you must immediately arrange for the Vehicle to be available for our collection in accordance with paragraph 10.
4 Variation of Rentals and other payments
4.1 We may vary the Rentals by giving you 14 days notice in the event of a change in rates of VAT occurring during the Term, in which event we shall increase the amount of Rentals payable but not then due by such an amount as is in our opinion necessary to recompense us for the extra expense occasioned by that increase in letting the Vehicle to you.
4.2 If at any time after the date on which this Agreement is presented to you for signature there is any change in the incidence or amount of tax allowances in respect of the Vehicle, or any change in the rate of Corporation Tax applicable to our profits (except for changes announced before the date of this Agreement and which will occur during the term of this Agreement), so as to reduce our anticipated return on our outlay in purchasing the Vehicle and letting it to you, we may, by no less than 7 days' notice in writing to you, increase the Rentals by such amount as in
our opinion is reasonably necessary to compensate us for such reduction.
5 Exclusion of Liability and Indemnity
5.1 We accept liability for death or personal injury resulting from our direct negligence. However, we shall not be liable to you for any loss or damage arising from or as a result of any defect in the Vehicle or any failure on our part to carry out any services provided for in this Agreement with reasonable care and skill or any breach by us of this Agreement. In no circumstances shall we be under any liability to you in respect of any loss of profits or anticipated savings or for any damages or compensation for the loss of use of the Vehicle. Nothing in this condition excludes or
limits our liability for fraud or fraudulent misrepresentation.
5.2 You shall be entitled (so far as we are able to transfer the same) to the benefit of all conditions, warranties, or other terms, express or implied, relating to the Vehicle given by the supplier or manufacturer of the Vehicle to us but the Vehicle is not let with or subject to any conditions, warranty or other terms, express or implied, all of which are excluded as between us and you save those implied by Section 7 of the Supply of Goods and Services Act 1982 (relating to our right to transfer possession of the Vehicle and your right to quiet possession of it).
5.3 You shall indemnify us against any claims (including claims by your employees) in respect of loss, injury or damage sustained as a result of use of the Vehicle or as a result of any defect in the Vehicle but subject always to the Unfair Contract Terms Act 1977.
5.4 We shall not be liable for any loss arising from a failure by you to have a valid used vehicle warranty.
6 Responsibility for the Vehicle and Insurance: Your Obligations
6.1 You must insure and keep insured the Vehicle under a fully comprehensive insurance policy against loss or damage to the full retail replacement value of the Vehicle free from limitation or excess (unless such excess is approved by us).
6.2 You must insure the Vehicle from the Commencement Date until such time as it is collected on our behalf following termination of the Term or any Secondary Term. Risk in the Vehicle will pass to you upon delivery and remain with you until the Vehicle is returned to us following such termination. You are not permitted to drive the vehicle without valid insurance.
6.3 You must notify your insurer that we own the Vehicle and ensure that your insurer makes a note of our interest on the policy and provide evidence to us of the insurance policy. You must notify us immediately in writing if the Vehicle is damaged and the total cost of repairs exceeds £500 (excluding VAT) or the Vehicle is a total loss.
6.4 You shall not do or allow to be done anything which may make void or voidable any policy of insurance for the Vehicle.
6.5 We shall be entitled to collect any insurance monies from your insurers in the event of our electing to carry out the repair to or replacement of the Vehicle and where necessary we may negotiate and effect a settlement with the insurers which will be binding on you.
6.6 In the event of the Vehicle being stolen or declared a total loss you shall continue to pay Rentals until the full retail replacement Value of the Vehicle is received and upon receipt this Agreement will terminate and any further sums due under paragraph 12 shall also be payable.
7 Service, Maintenance and Repair: Your Obligations
7.1 You shall:
7.1.1 take reasonable care of the Vehicle and keep the Vehicle in good and substantial repair and condition at all times and provide all necessary fluids and lubricants.
7.1.2 keep the Vehicle properly serviced in accordance with the manufacturers recommended service schedule by an agent approved by us making good all damage to the Vehicle whether or not such damage is your fault.
7.2 Without affecting your general obligations under paragraph 7.1, you shall ensure that:
7.2.1 all tyres and glass are checked regularly and that they are kept in good condition and meet legal requirements
7.2.2 the Vehicle is submitted for an MOT when required by law and forward the MOT certificate or advise of any failure immediately to the Fleet Administration Department , First European Finance (Scotland) Limited, RFL House, Anderson Street, Dunblane, FK15 9AJ Tel 0870 516 8283 Fax 0870 516 8284
7.2.3 accurate service records are maintained at all times and that the approved servicing and repair agent completes and stamps the Vehicle’s service record after each service;
7.2.4 the Vehicle complies with any recall notice issued by the manufacturer and at your own expense, immediately arrange for such alterations or modifications to the Vehicle as may be required by any law or regulation which comes into effect at any time after the delivery of the Vehicle.
8 Use of the Vehicle : Your Obligations
8.1 The Vehicle may only be used in connection with your business or the social, domestic and pleasure purposes of any employee or agent duly authorised by you to drive the Vehicle and may only be driven by a qualified driver.
8.2 You must not use the Vehicle for:
8.2.1 any purpose which is illegal, when unsafe or unfit to drive;
8.2.2 racing, rallying, pace-making, off-road activity, pursuit or similar purpose;
8.2.3 driving tuition, as a taxi or for chauffeur services, hiring or for hire and reward or as a courtesy car;
8.2.4 public service, armed forces or police or as airport plant or for a purpose for which the Vehicle is not designed.
8.3 You must allow us and/or our agents to inspect the Vehicle on reasonable notice.
8.4 Prior to returning the Vehicle you must replace the registration number complying with all necessary procedures and regulations relating to the proper removal and replacement of any cherished/personalized registration number. If a Vehicle is returned with a cherished/personalised registration number we will be entitled to sell the Vehicle and we will not be liable to reimburse you for any additional sale proceeds received by us as a result.
8.5 You must not sell, assign, sub-hire, charge, or otherwise dispose of or part with possession of the Vehicle.
8.6 You may take the Vehicle outside the United Kingdom with our prior consent and must continue to comply with your insurance obligations in paragraph 6 and ensure that full mechanical breakdown and accident cover is in place. You will be responsible for the cost of returning the Vehicle to the United Kingdom.
8.7 You must not alter or modify the Vehicle in any way without our previous written consent, unless such alteration or modification is required by law. You may, however, without the necessity of obtaining such consent fix easily removable stickers to the windows and/or bodywork, fit an easily removable roof rack, fit towing equipment provided it is in accordance with any recommendations and specifications of the manufacturer of the Vehicle and (if different) the manufacturer of the towing equipment and fit a car telephone and "hands free" equipment provided such
equipment is legal and the fitting does not damage any part of the Vehicle.
8.8 You must remove any and all such items referred to in paragraph 8.7above prior to the return of the Vehicle to us and you will be responsible for the cost of making good any damage caused as a result of such removal. You will have no claim against us in respect of any such items not so removed. You must reactivate any safety related equipment that may have been deactivated during the Term or any Secondary Term (with or without our prior written consent).
8.9 We may request you to supply details of the recorded mileage from time to time. You must inform us in writing of the recorded mileage and the date when such recorded mileage was read from the odometer within 5 days of our request.
8.10 If, for any reason, the odometer fails to work properly at any time during the Term or any Secondary Term, you must advise us immediately of such failure and the recorded mileage at that date, arrange for the immediate repair or replacement of the odometer and advise us immediately when the odometer has been repaired or replaced. In the event of an odometer failure, the unrecorded mileage will be calculated on a pro-rata basis.
8.11 We will provide the first years Road Fund License thereafter you shall at your own cost obtain and pay for the Road Fund License.
9 Sales Agency
Provided that you have complied with all of your obligations under this Agreement, we will upon expiry of this Agreement (whether at the end of the Term or any Secondary Term) appoint you as our agent for sale of the Vehicle on terms to be stipulated by us and upon any such sale and unless the sale proceeds or the value of the Vehicle have already been taken into account in calculating the sum due under any of the clauses of this Agreement, you will be entitled to a rebate of rentals equivalent to the percentage set out in the Schedule of the net sale price (after
deducting all costs relating to possession sale and delivery).
10 Return, Inspection and Condition of a Vehicle
Unless you have been appointed as our agent for the sale of the Vehicle under paragraph 9 above then the following clauses shall apply:
10.1 Upon the expiration or on the termination of the Term or any Secondary Term you must notify us when and where the Vehicle will be available for collection. Our collection agent will use its best endeavors to collect the Vehicle no later than the 3rd working day following the date on which we receive your notification that the Vehicle is available for collection.
10.2 If our collection agent attends to collect the Vehicle and for any reason the Vehicle is not available for collection at the time and place agreed Rentals will continue to be payable until the day prior to the date of agreed collection of the Vehicle by our collection agent and the Vehicle will remain at your risk until collection.
10.3 If, when our collection agent attends to collect the Vehicle, it is in their opinion and for any reason unroadworthy, we may charge you an abortive collection fee. We may also charge you any costs that we incur in collecting the Vehicle. You must advise us in writing of any failure by our collection agent to collect the Vehicle at the agreed time. We reserve the right to continue to charge Rentals in the event of any such failure.
10.4 If the Vehicle is returned within the first year it must be returned with the Road Fund License and if it is not then we reserve the right to recharge you for the value of the refund that would have been obtained for unexpired Road Fund License. Any Road Fund License received by you after the Vehicle has been returned must be sent to us forthwith.
10.5 When we collect or otherwise takes possession of the Vehicle it must be in a safe condition and in good and substantial repair (Fair Wear and Tear excepted, having regard only to its age and mileage).The Vehicle will be inspected by our collection agent at the time of collection. A Vehicle Collection Inspection Report will be completed by our collection agent on our behalf and you will be required to agree and sign the Vehicle Collection Inspection Report. It is your responsibility to ensure that no personal effects are left in the Vehicle at the time of its collection.
10.6 Immediately upon our demand, you will pay to us a sum which equals:
10.6.1 the costs of repair or replacement of any part or parts or accessories where such repair or replacement is required as a result of any loss or damage to the Vehicle which in our opinion is in excess of Fair Wear and Tear, having regard only to the age and mileage of the Vehicle. We will only make a demand for payment where such costs exceed £150.00 (excluding VAT) or such other amount as we may from time to time notify to you in writing. Where the costs do exceed this amount, your obligations will be to pay the full costs (and not just the excess). If we
decide for any reason not to undertake any such repair or replacement, we shall be entitled to claim from you, as damages for failure to keep the Vehicle in good repair and condition, a sum equivalent to the estimated cost of such repair or replacement. Such claim shall be in addition to any other right which we may have against you for any breach by you of any of your obligations to us; and
10.6.2 where the Vehicle is not returned with a properly completed and stamped service book, or serviced by a non-approved agent the amount by which we reasonably consider the value of the Vehicle to have been adversely affected as a result of the lack of evidence that the Vehicle has been serviced in accordance with the manufacturer’s recommendations or an agent approved by us.
10.6.3 where the Vehicle has been modified, painted or sign-written without our written permission at the start of the Agreement the full cost of rectification will be payable by you.
11 Default Termination
11.1 If any one or more of the following occurs:
11.1.1 you do not punctually pay any Rental or other sum owing to us under this Agreement or any other agreement we may have with you; or
11.1.2 you are in breach of any of the other terms of this Agreement or any other agreement we may have with you, and where such breach is capable of being remedied, it has not been remedied to our satisfaction within a period of 14 days from the date of our written notice to you advising of such breach; or
11.1.3 where you are a company, any company within your group is in breach of any agreement it may have with us or any company within our group; or
11.1.4 you have given us any material information, in connection with this Agreement or any other agreement we may have with you, which we have reasonable grounds to believe is false or misleading; or
11.1.5 you are unable to pay your debts as defined in Section 123 of the Insolvency Act 1986, or you propose any voluntary arrangement with or call a meeting of your creditors or you make a deed of assignment or arrangement in favour of, or you compound with or sign a trust deed for or on behalf of your creditors or you apply for an interim order or petition for a bankruptcy order or suffer the levy against you of any distress or execution; or
11.1.6 where you are a company, a petition for the winding-up or the winding-up of any company within your Group is presented or any resolution is proposed for such winding-up, or a receiver or administrative receiver is appointed over any of your assets or the assets of any company within your Group; or
11.1.7 you fail to make payment under any loan or other credit facility that you may have from time to time which failure enables any creditor or other financier to make demand for immediate repayment of all sums outstanding under such facility; or
11.1.8 where you are a company, there is any change or proposed change in your control ("control" having the meaning given in Section 840 of the Income and Corporation Taxes Act 1988); or
11.1.9 you shall cease to trade or threaten to cease to trade; or
11.1.10 any guarantee which may be required by us from time to time in connection with the provision of this Agreement is for any reason not provided or withdrawn; or
11.1.11 we have reasonable grounds for believing that our interest in any Vehicle is at risk; or
11.1.12 the Vehicle is declared a total loss. We shall be entitled to terminate the Agreement. We may terminate by written notice to you or by the act of retaking possession of a Vehicle. Any such termination shall not affect any other rights which we may have.
11.2 If you have shown that you no longer consider that you are bound by the terms of this Agreement either by your failure to make payment of any Rental or other sum when it has fallen due, or by your breach of any other term of this Agreement to an end.
11.3 If any steps are taken either for the presentation of a petition for an Administration Order or the appointment of an Administrator by a floating charge holder this Agreement shall terminate automatically.
12 Your liability following termination/repudiation
12.1 You must immediately pay to us, following the Agreement being terminated or ended under paragraph 11:
12.1.1 all Rentals and other sums which have fallen due but are unpaid as at the date of termination or the ending of the Agreement under paragraph 11; and
12.1.2 damages for any loss we suffer as a result of any breach of your obligations; and
12.1.3 by way of agreed liquidated damages and in addition to any arrears of Rentals, a sum equal to the Rentals which but for the termination would have become payable during the remainder of the Term discounted at the rate of 5% per annum from the date the Agreement terminated or ended to the dates on which the relevant Rentals would otherwise have fallen due; and
12.1.4 any reasonable administration costs and expenses incurred by us as a result of your breach in accordance with paragraph 2.1.3. Less the net sale proceeds of the Vehicle (after deducting cost of repairs, storage, insurance and sale and any other costs including legal costs reasonably incurred) if the vehicle is repossessed and sold within 3 months of termination, or if the vehicle is repossessed but not sold within such 3 month period, the value of the Vehicle as reasonably determined by us.
If any indebtedness which is due from you to us under any other Agreement made between you and us shall not be paid when due or if you shall be or become in default under any such Agreement other than by reason of a failure to pay any sums when due thereunder, then we may after due notice terminate this Agreement and thereupon this Agreement and the hiring thereby constituted shall determine and you shall no longer be in possession of the Vehicle with our consent and we may exercise our right to take possession of the Vehicle and to recover from you all recoverable losses.
Subject to any legal right you may have, we may appropriate any payment which you make to us towards satisfaction of sums due under such accounts you have with us and in such proportions as we think fit.
15 Guarantee and Indemnity
You will provide any guarantee and indemnity that we may require.
16 Use of your information
This notice applies to all applicants and (if application is made by a limited company or partnership/unincorporated association) directors and partners. We’ll check your details with credit reference/fraud prevention agencies (“the Agencies”) and they’ll record our check. We will provide them with current and previous names, addresses and dates of birth of all parties, so if you are providing information about others, on a joint application, you must be sure that you have their agreement. They will provide us with public information about you and any third party financially linked to you such as county court judgments (CCJ’s) and bankruptcies, electoral register and fraud prevention information on you and your known financial associates, current and previous names, addresses and dates of birth. If false or inaccurate information is provided and fraud is identified, details will be passed to fraud prevention agencies. Law enforcement agencies may access and use this information. You hereby confirm your authority to disclose information about you and any third party so linked to you. Searches we make of the Agencies will leave a search footprint both in our records and on your credit file at the Agencies we search, whether or not this application proceeds. If the search was for a credit application, the record of that search (but not the name of the organisation that carried it out) may be seen by other organisations when you apply for credit in the future. If you made a joint application, they will link together the records of joint applicants. We will also link all your previous and subsequent names and addresses. Links between financial associates will remain on your and their files until such time as you or your associate successfully files for a disassociation with the credit reference agencies.
Information provided may be supplied to other organisations and used by them and us to assess you and your household for: credit and credit related services; motor, household, credit, life and other insurance proposals and claims; debt tracing and recovery; checking details of job applicants and employees, prevention of fraud and money laundering; managing your accounts; statistical analysis about credit, insurance and fraud; and market research and to verify your identity if you or your financial associate apply(ies) for other facilities, including all types of insurance applications and claims. We and other organizations may access and use from other countries the information recorded by fraud prevention agencies. Information about you may also be used for other purposes for which you have given specific information, or, in very limited circumstances, when required by law or where permitted under the terms of the Data Protection Act 1998. We may disclose your information to other subsidiaries or associates of First European Finance (Scotland) Limited. Credit scoring techniques will be used to assess your application. Please write to us at RFL House, Anderson Street, Dunblane, FK15 9AJ if you want a copy of the information we hold about
you or phone us on 0870 516 8283 for details of the Agencies we use.
17.1.1 We may at any time at our discretion, on a permanent basis, replace or substitute the Vehicle for another motor Vehicle whereupon the provisions of this Agreement shall apply to such other motor vehicle as though it were the Vehicle under this Agreement.
17.1.2 We shall not be liable for any delay in delivery of the Vehicle or any accessories outside our control but we will take all reasonable steps we can to arrange for delivery to take place on the estimated delivery date or contact you to agree an alternative date.
17.1.3 You have 7 days from delivery to examine the Vehicle and write to us if you feel that the Vehicle is not of satisfactory condition. Unless you do you will be deemed to have acknowledged that the Vehicle is free from defects and damage which such an examination would reveal and in accordance with your order.
18 General Provisions
18.1 Change of Address - You must inform us immediately in writing if you move address or change your name, giving us details of your new address and name.
18.2 Transfer of Rights
18.2.1 You may not transfer your rights under this Agreement to any other person.
18.2.2 We may transfer any of our rights and/or responsibilities under this Agreement to any other person and at any time. Any such transfer will not affect your rights or responsibilities under the Agreement.
18.3 Indulgence - We may decide, from time to time, not to enforce some or all of our rights. If we do this, we will not be prevented from subsequently enforcing those or other rights.
18.4 Application of Payments - We may apply any payment you make to us under this Agreement or any other agreement we may have with you to this Agreement or to any other such agreement in whatever proportion we may decide.
18.5 Rights of Third Parties - This Agreement does not create any rights in favour of any person who is not a party to this Agreement. The Contracts (Rights of Third Parties) Act 1999 shall not apply.
18.6 Whole Agreement - The parties agree that the terms of this Agreement and any other written agreement signed by both parties and expressed to be supplemental to this Agreement represent the whole of the agreement between the parties in respect of the hire of the Vehicles. If for any reason you have placed an order for a Vehicle on terms other than those set out in this Agreement, then the acceptance of such an order by us shall not constitute acceptance of an offer on your terms or a variation of the terms of this Agreement. Any such order shall be accepted by us only on the terms set out in this Agreement.
18.7 Force Majeure - We shall be entitled to suspend or cancel our obligations under this Agreement if we shall be prevented and/or hindered from fulfilling our obligations by strikes, lock-outs, fire or failure by any manufacturer or supplier to supply a Vehicle or the theft of a Vehicle, or any other event outside our control.
18.8 Notices - Unless we have indicated otherwise in this Agreement, any notice or other written communication to be given by either party to the other may be delivered by hand, sent by first-class post or by facsimile transmission to the address and/or telephone facsimile number as such party may from time to time have notified to the other party. In proving service, it shall be sufficient to show a receipt, that the letter containing the notice was properly addressed, stamped and posted by first-class mail, or, in the case of a facsimile transmission, that the sender's facsimile machine has produced a report confirming that the notice has been successfully transmitted.
18.9 Choice of Law and Jurisdiction - This Agreement shall be subject to English law. Legal proceedings may be taken in the English Courts. This will not prevent us from exercising such remedies as we may have under Scottish law and in the Scottish Courts. If it becomes necessary to issue legal proceedings, you agree that we may issue the proceedings out of any County Court of our choice.
18.10 Electronic Processes
18.10.1We provide you with access to electronic tools such as reporting systems and you acknowledge that such use is on a non exclusive non transferable license only and that any copyright or other intellectual property rights of whatsoever nature that subsist or may subsist in such software or programmes are and shall remain our property absolutely.
18.10.2 Where passwords are provided by us to enable access these shall be provided to employees or your authorised users and you shall not permit any other person to use such passwords. Upon termination of this Agreement all permissions to use such electronic tools will cease.
18.10.3 In addition the parties hereby agree that any of the procedures outlined in the terms and conditions of this Agreement can be effected by the use of electronic media including but not limited to electronic signatures and the use of such media will not invalidate any of such terms and conditions.
19.1 Paragraph headings are for ease of reference only.
19.2 Words importing the plural shall include the singular and vice versa.
19.3 References to any statute or statutory provision include any statute or statutory provision which amends, extends, consolidates or replaces the same and any regulations or other subordinate legislation under that statute.
19.4 References to this Agreement or any other document shall be interpreted as references to this Agreement or that document as may be amended, supplemented, novated or substituted from time to time.
19.5 Any amendment to this Agreement, or any purported variation to its terms shall only be effective if in writing and signed by both parties.
19.6 The hiring of any Vehicle shall be on the terms of this Agreement and as may be varied in accordance with paragraph 19.5, notwithstanding any terms and conditions which either party may at any time seek to incorporate or impose. The terms of this Agreement shall prevail at all times.
19.7 The invalidity, illegality or unenforceability of any provisions of this agreement shall not affect the continuation in force of the remainder of this agreement.