AXIS FLEET MANAGEMENT LIMITED STANDARD TERMS AND CONDITIONS
For the purpose of these terms and conditions: Axis means Axis Fleet Management Limited (which expression shall include its successors and assigns) ; the Customer means the Customer named overleaf; the Vehicle means each of the Vehicle(s) specified overleaf and shall include without limitation all fittings, ancillary equipment, tools and documents necessary for the operation of the Vehicle; the Rental means such sums as shall be specified as such overleaf and any variations thereof made in accordance with these terms & conditions; the Rental Period means the period of hire specified overleaf and any extension thereof agreed by Axis or by operation of these terms and conditions; Commencement Date means the date specified as such overleaf; Full Replacement Value means the total cost to Axis of whichever is the greater amount of either (a) locating and purchasing a vehicle of an identical or substantially the same make, age and specification as the relevant Vehicle and in the same condition as the relevant Vehicle would have been had the Customer complied with the terms of this Agreement in their entirety or (b) discharging the balance of any purchase price, lease payments and/or all other all amounts required to be paid to any owner or funder of the relevant Vehicle.
The Customer shall either take delivery of the Vehicle or will collect the Vehicle from the manufacturer’s premises, whichever is agreed with Axis. The Customer confirms that it has been, or prior to delivery or collection of the Vehicle will be, given sufficient opportunity to inspect the Vehicle and accordingly acknowledges that:
(a) the Vehicle is in good condition at the time of delivery with the exception of such items, if any, marked on the attached Inspection Report, and is to the Customer’s satisfaction; and
(b) the Vehicle corresponds with its description overleaf, is of merchantable quality and is fit for the particular or any purpose for which it is required.
The Customer shall, at the end of the Rental Period, return the Vehicle during normal working hours to such return address as is reasonably specified by Axis. Return of the Vehicle by the Customer to any other location or at any other time will not terminate the Rental Period unless
(a) the prior written Agreement of Axis to the return to such other address and/or time shall have been obtained, and
(b) the Customer has paid to Axis such fee as may be reasonably specified by Axis together with all costs and expenses incurred by Axis as a result of such change in the return location and/or time.
4 RENTAL PERIOD
The Rental Period shall commence on the Commencement Date and shall, unless any other Rental Period has been agreed in writing between Axis and the Customer, continue until the latest of the following:
(a) the date upon which the Vehicle is returned to the return location specified or agreed pursuant to clause 3,
(b) the date upon which repairs of damage suffered by the Vehicle during the Rental Period shall have been completed by Axis or its agents,
(c) where it is specified overleaf that it is a condition that a GV60 document shall be surrendered to Axis, the date of such surrender,
(d) in the case of a rolling contract, the date of expiry of any notice to terminate the Agreement validly given by the Customer in accordance with this Agreement, or
(e) the termination of this Agreement pursuant to clause 16.
5 RENTAL CHARGES
(a) The Customer shall pay Rental for each day of the Rental Period at the rate shown overleaf, as increased pursuant to clauses 5 (b) and/or 15.
(b) Where the Rental Period is more than one year Axis may increase the Rental with effect from the anniversary of the Commencement Date and thereafter annually by the amount which Axis calculates, in its reasonable opinion, reflects any increase in the applicable level of inflation and / or any operational costs incurred by Axis since the Commencement Date or the previous such adjustment.
(c) All Rental and other charges specified in this Agreement are excluding VAT and VAT shall be chargeable at the rate applicable at the relevant date.
The Customer shall, unless otherwise agreed in writing with Axis, pay the Rental monthly in advance and all other charges by Direct Debit. All such payments and all other payments required to be made by the Customer pursuant to this Agreement shall be made without set-off or counterclaim or any other deduction or withholding of whatsoever nature or for whatever reason. Payment on the due date is an essential condition of this Agreement. In the event of late payment Axis may, without prejudice to its other rights (including, without limitation, its right to charge interest pursuant to clause 15), suspend the carrying out of any of its maintenance, breakdown or tyre replacement obligations.
7 USE OF VEHICLE
(1) The Customer hereby covenants with Axis that during the continuation of the Rental Period and until the Vehicle is duly returned to Axis the Customer shall use the Vehicle with reasonable care and shall take all reasonable precautions to prevent loss or theft of or damage to the Vehicle from any cause whatsoever. In particular (but without limiting the generality of the foregoing) the Customer shall:
(a) not permit the Vehicle to be operated at any time at a weight in excess of the plated weight;
(b) ensure that all loads carried shall so far as practical be distributed evenly over the entire floor area of the Vehicle;
(c) not carry on the Vehicle any goods, materials or produce which might at any time, whether during or after the Rental Period, render the Vehicle unsuitable for the carrying of other merchandise and, in particular, any tanker Vehicles designated as “food grade” must only be used for the carriage of food grade commodities;
(d) 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 or not in relation to the carriage of goods or otherwise, so as to cause, or be likely to cause, danger to the public or persons in the Vehicle or any motor unit towing the Vehicle;
(e) at all times during the Rental Period hold a valid “Operator’s Licence” and not allow the Vehicle to be used by any person not holding an appropriate valid current driving licence;
(f) not cause or permit the Vehicle to be drawn by any motor unit which is not suitable or is inadequately equipped for such purpose;
(g) not permit the Vehicle to be used in any manner which will render any applicable insurance policy void;
(h) not use or permit the Vehicle to be used outside England, Scotland or Wales without Axis’ prior express written agreement. In the event that the Vehicle is used outside such countries (whether with or without Axis’ agreement), and regardless of the terms of any relevant agreement with Axis, Axis will not be liable for providing any breakdown, tyre or maintenance facilities or services while the Vehicle is outside such countries and the Customer shall be responsible for ensuring that the Vehicle is insured, operated, serviced and maintained in accordance with (i) the laws of each country in which the Vehicle is used, (ii) the terms of this Agreement and (iii) the standards specified or recommended by the manufacturers of the Vehicle and / or Axis.
(2) Euro 6 Vehicles
Without prejudice to the generality of the obligations specified in Clause 7(1), where the Vehicle is a truck whose engine is designed to comply with the “Euro 6” European Commission diesel engine emissions regulations (a “Euro 6 Vehicle”), the Customer acknowledges that:
(a) the Euro 6 Vehicle is equipped with a diesel particulate filter in the exhaust system, which may require some self-cleaning or regeneration during the normal operation of the Euro 6 Vehicle, which regeneration will occur either automatically (passive) or by manual (active) intervention;
(b) if any regeneration is necessary the Euro 6 Vehicle’s on board diagnostic (OBD) system will so inform the driver via a number of warning lamps on the dashboard;
(c) it is necessary for the driver to follow the OBD instructions to complete the regeneration process and any failure by the driver to carry out such instructions could cause extensive damage to the Euro 6 Vehicle’s exhaust system.
Accordingly, the Customer agrees to ensure that its drivers at all times follow the OBD instructions and the Customer shall be liable for any damage to the exhaust system, the engine or any other part of the Euro 6 Vehicle that may arise as a result of any failure to follow such instructions.
8 OWNERSHIP OF VEHICLE
(a) Nothing in this Agreement shall confer any interest whatsoever in the Vehicle on the Customer other than the right to use the Vehicle in accordance with the terms of this Agreement.
(b) The Customer shall keep the Vehicle in its own possession during the Rental Period.
(c) The Customer shall not sell, assign, mortgage, pledge, underlet, lend or otherwise part with possession of the Vehicle or any interest therein or in this Agreement or purport to do so or permit any other person or person 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 this clause the Customer shall forthwith give notice to Axis thereof and shall indemnify Axis against all losses, actions, costs, charges, damages and expenses incurred by Axis as a result or in respect thereof.
The Customer shall allow Axis or its agent at all reasonable times access to inspect, test, adjust, repair or replace the Vehicle.
(a) In the event of a breakdown of the Vehicle the Customer shall telephone the Axis head office on 0844 8800393 (or such other number as Axis may notify the Customer for such purpose) and follow the relevant prompt relating to the problem causing the breakdown. The Customer’s call will then be dealt with appropriately by a member of the Axis team or Axis’ agent.
(b) In the event that the Vehicle requires recovery Axis’ breakdown agent is authorised to transport it to the nearest premises of Axis’ authorised agent. If the Customer requires recovery to an alternative site the Customer must arrange such recovery directly with Axis’ agent and in such circumstances the Customer shall be solely liable for all recovery costs and pay such costs directly to such agent forthwith following invoice.
(c) Subject as otherwise provided above in this clause 10, Axis shall have no liability resulting from or in respect of any breakdown of the Vehicle, including (without limitation) any cost of recovering or transporting the Vehicle or its driver, any loss of or damage to or deterioration in the quality of any goods, commodities or other cargo being transported in or by the Vehicle, or any losses or damages resulting directly or indirectly from any delay in delivery of any goods, commodities or other cargo being carried by the Vehicle.
11 DAMAGE TO TYRES
Save as provided in its Tyre Policy, Axis shall not be responsible for the cost of repair of any punctured, damaged or burst tyres suffered during the Rental Period.
Save as otherwise expressly provided in this Agreement:
(a) the Customer shall indemnify Axis against any liability which Axis may suffer or incur as a result of any claims or demands made upon Axis arising out of any loss, damage or injury of whatsoever nature and howsoever caused which may be suffered by any person from the possession, operation or use of the Vehicle during the Rental Period and until the Vehicle is returned to Axis, including any fines or penalties or legal expenses incurred by Axis;
(b) the Customer shall indemnify Axis against all fines, penalties, congestion charges and other charges and costs and interest thereon levied on or suffered or incurred by Axis as a result of the possession, operation or use of the Vehicle during the Rental Period and until the Vehicle is returned to Axis, including all legal and other costs incurred in disputing or defending any action for their recovery;
(c) except for any liability for death or personal injury resulting from negligence, Axis shall not be liable in any manner whatsoever, whether under this Agreement, in contract in tort or otherwise, for any indirect loss, 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 operation of the Vehicle by the Customer or the execution of any work to or upon the Vehicle by Axis, its employees or agents.
13 LOSS, THEFT OR DAMAGE
(a) The Customer shall notify Axis as soon as reasonably possible, and shall be solely responsible for and shall indemnify Axis in respect of, any loss or theft of or damage to the Vehicle occurring at any time during the Rental Period and until the Vehicle is returned to Axis in accordance with this Agreement, fair wear and tear to the Vehicle only excepted.
(b) Without prejudice to the generality of paragraph (a) of this clause:
(i) the Customer shall not repair the Vehicle or make any alteration to the Vehicle without Axis’s prior express written consent;
(ii) if the Vehicle is damaged so as to impair its working efficiency but not beyond economic repair and Axis decides to repair the Vehicle itself or have it repaired by someone other than the Customer, the Customer shall reimburse Axis the cost of such repairs plus an administration charge of £500 per Vehicle so repaired;
(iii) if the Vehicle is damaged beyond economic repair or is stolen, lost, seized or confiscated the Customer shall notify Axis thereof immediately and shall continue to pay the Rental to Axis, as provided under clauses 5 and 6, until the date on which Axis shall have recovered an amount equal to the Full Replacement Value of the Vehicle, whether from the Customer’s insurers or directly from the Customer. Provided that nothing in this clause shall oblige Axis to take any steps whatsoever to effect recovery from the Customer’s or its own insurers in respect of such loss or damage.
14 MAINTENANCE AND INSPECTION
(a) The Customer shall at its 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 routine safety inspections required by its Operator’s Licence.
(b) Agreement including scheduled maintenance by Axis. If the Agreement provides for scheduled maintenance by Axis the Customer shall at its cost make available the Vehicle, at such location as Axis shall reasonably specify, to enable Axis to carry out the scheduled maintenance and the Department of Transport Testing and Plating at such times as Axis shall reasonably specify and Axis, or its maintenance and repair agent, shall thereupon carry out the appropriate scheduled maintenance, testing and plating. Axis shall not be liable for the cost of replacing any bulbs, susies, wiper blades or any other consumables replaced in the course of such maintenance. Axis reserves the right to suspend any or all elements of any maintenance, breakdown or tyre replacement or other similar obligations at any time when the Customer is in arrears of any payment of Rental or other charges owing to Axis pursuant to this Agreement, in which circumstances the Customer shall become liable for performing such obligations at its cost for such period as Axis suspends its obligations.
The Customer acknowledges that the operation of the Vehicle necessarily involves the Vehicle being unavailable for use during certain times. Accordingly, the Customer shall continue to remain liable for the payment of Rental at the full contractual rate during the following periods: (i) for scheduled Department of Transport Testing and Plating, a period of 48 hours from the time when the Vehicle is delivered by the Customer at the location specified by Axis; (ii) for scheduled maintenance, for a period of 24 hours from the time the Vehicle is delivered by the Customer to the location specified by Axis or is otherwise made freely available for such purpose in accordance with Axis’ instructions; or (iii) for the repair of any defects that are the responsibility of Axis, for a period of 48 hours from the time the Vehicle is delivered by the Customer to a location specified by Axis or is otherwise made freely available for such purpose in accordance with Axis’ instructions.
Rental shall cease to be payable for any period during which the Vehicle is unavailable for use as a result of any of the above periods being exceeded otherwise than through the fault of the Customer. For the avoidance of doubt, Rental shall not cease to be payable in the event of any failure by the Customer to collect the Vehicle when made available or in any circumstances where the Customer has failed to comply with its obligations under this Agreement.
(c) Agreement excluding scheduled maintenance by Axis. If the Agreement does not provide for scheduled maintenance by Axis, or in the event that Axis notifies the Customer that it is suspending its carrying out of its maintenance, breakdown or tyre replacement obligations because of the Customer’s arrears in payment of Rental or other charges owing to Axis or any other breach of this Agreement, the Customer shall, at all times reasonably specified by Axis, at the Customer’s cost carry out the scheduled maintenance and Department of Transport Testing and Plating and shall provide all necessary spares and replacement component parts to Axis’ specification. The Customer shall supply Axis immediately on request with copies of records of maintenance carried out on the Vehicle.
The Customer acknowledges that the operation of the Vehicle necessarily involves the Vehicle being unavailable for use during certain times. Accordingly, the Customer shall continue to remain liable for the payment of Rental at the full contractual rate at all times, including the carrying out of scheduled Department of Transport Testing and Plating, maintenance and repairs.
(d) Axis (without prejudice to its right to inspect at any time during the Rental Period) may conduct mid-life inspections of the Vehicle at minimum 12 monthly intervals and may furnish a written report of the Vehicle’s condition to the Customer who will, on receipt of such report, carry out, without delay, any repairs shown by the report as being required to maintain the Vehicle. Axis will give due notice of its intention to inspect and the Customer shall make the Vehicle available within 14 days of such notice and at a time and location to be reasonably agreed by both parties. The cost of such inspection and any re-inspection shall be borne by the Customer.
15 ADDITIONAL PAYMENTS
In addition to the Rental charges payable pursuant to this Agreement the Customer shall pay to Axis:
(a) all costs and expenses (including, without limitation, legal costs on a full indemnity basis) incurred by Axis in finding the Customer’s address if the Customer changes address without notifying Axis or for finding the Vehicle if it is not at the address notified by the Customer;
(b) all costs and expenses (including, without limitation, legal costs on a full indemnity basis) incurred by Axis in taking steps, including court action, to collect payments due from the Customer hereunder and/or to recover or protect the Vehicle or otherwise enforce the terms of this Agreement;
(c) all costs and expenses (including, without limitation, legal costs on a full indemnity basis), fines, penalties, congestion charges and other charges and costs arising out of the possession, operation or use of the Vehicle during the Rental Period and until the Vehicle is returned to Axis;
(d) all costs and expenses (including, without limitation, legal costs on a full indemnity basis) incurred by Axis in collecting payments due from the Customer hereunder and/or the repossession of the Vehicle;
(e) all expenses incurred by Axis in the transport of the Vehicle to the agreed return location, including any fee referred to in this Agreement;
(f) any import duty incurred by Axis in respect of any Carnet De Passage of the Vehicle;
(g) applicable Value Added Tax at the appropriate rate;
(h) charges for use of carnets;
(i) the cost of providing replacement GV60 documents, including the cost of any necessary repairs to the Vehicle, delivery, test, fees and other applicable fees and costs;
(j) an administrative charge for Axis dealing with (i) any damage repairs and recharges payable by the Customer or (ii) the imposition, payment and/or reimbursement of any fines, penalties, congestion charges and other charges and costs arising out of the possession, operation or use of the Vehicle until it is returned to Axis; such charge to be such amount as Axis shall in its absolute discretion determine as representing the administrative and other costs incurred by it;
(k) interest, calculated on a daily basis, at the rate of the 3 month London Inter Bank Offer Rate (LIBOR) plus 5% per annum upon any Rental charges or any other charges remaining unpaid from the due date for payment;
(l) in the event of the Customer failing to return to Axis all maintenance history and VOSA inspection records in accordance with clause 19(2) (c), liquidated damages of £500 per Vehicle representing the estimated devaluation of the Vehicle due to lack of such records and /or cost of obtaining replacement documentation.
16 TERMINATION EVENTS
(1) Axis may, but shall not be obliged to, terminate this Agreement or the hire of the Vehicle as it chooses, forthwith and without notice, upon the occurrence of any of the following events (‘Termination Events’):
(a) if the Customer shall fail to make any payment due in accordance with this Agreement or shall fail to perform any other covenant or obligation required to be performed by it under the terms of this Agreement and such failure shall continue for five days after written notice thereof shall have been given by Axis to the Customer; or
(b) if the Customer shall suffer any distress or execution to be levied or any lien exercised on the Vehicle or its goods or any other goods in its possession; or
(c) if the Customer acts in any manner inconsistent with the ownership of the Vehicle by Axis; or
(d) if the Customer shall make any arrangements with or otherwise compound with its creditors; or being a corporation, shall enter into liquidation, whether compulsory or voluntary, otherwise than for the purpose of a solvent reconstruction or amalgamation; or shall have an administrator, a receiver or administrative receiver appointed over any of its property or assets; or being an individual or number of individuals, shall commit any act of bankruptcy or shall have a receiving order in bankruptcy made against him or any of them; or
(e) if the Customer ceases or threatens to cease to carry on business; or
(f) if the Customer or any subsidiary or associated company of the Customer commits any breach of any other agreement with Axis that would entitle Axis to terminate that agreement; or
(g) if the motor unit intended for use with the Vehicle (and not provided by Axis) is not suitable or properly equipped for the purpose required of it and the Customer shall fail to provide an alternative motor unit within 48 hours of receiving notice from Axis requiring it to do so; or
(h) if the Customer suffers a change in control or ceases to be a direct or indirect subsidiary of the company or corporation of which it is, as at the date of this Agreement, ultimately a subsidiary ( as subsidiary is defined in s.1159 Companies Act 2006);
(i) if any financial obligation of the Customer under any hire purchase, lease, loan agreement or other financial accommodation is defaulted upon or accelerated by reason of default or any guaranteed obligations of the Customer are not met on demand.
(2) In the event of any termination of this Agreement (and without limiting any other rights Axis may have including, without limitation, the rights of Axis to recover loss or damages for any breach of this Agreement or any other sum due from the Customer):
(a) the Customer shall no longer be in possession of the Vehicle with the consent of Axis;
(b) the Customer shall forthwith return the Vehicle in accordance with clause 3 and, in default of such return, Axis shall be entitled, without notice, to retake possession of the Vehicle and for that purpose by itself, its employees or agents shall be entitled to enter upon any land or premises of the Customer or on which the Vehicle is believed to be situated;
(c) (i) all Rental and other charges due and unpaid at the date of termination and (ii) all future Rentals which were due to become payable during the remaining Rental Period of the Agreement discounted at the rate of 4% per annum for the period from the date of receipt of payment by Axis until the date on which such Rentals were due to be paid, shall become immediately payable by the Customer;
(d) the Customer shall indemnify Axis against all losses, damages, costs and expenses of whatsoever nature suffered or incurred by Axis as a result of the occurrence of a Termination Event or such termination, including, without limitation,
(i) all expenses incurred by Axis in tracing an/or recovering possession of the Vehicle;
(ii) all repair charges incurred by Axis in repairing the Vehicle, together with a charge, at the rate of Rental applicable at the date of termination, for loss of use of the Vehicle from the date of its return until completion of the repair; and
(iii) payment of the Full Replacement Value of the Vehicle if it is not returned to Axis on demand.
17 REMOVAL OF PROPERTY FROM THE VEHICLE
The Customer shall remove all goods, material and other property from the Vehicle prior to its return to or recovery by Axis and, in the event of the Customer failing to do so, Axis shall in its discretion be entitled to dispose of any such goods, material or property. No liability of whatsoever nature shall be incurred by Axis in relation to any loss of or damage to goods, material or other property remaining in or on the Vehicle after such return or recovery and the Customer shall indemnify Axis against all claims and demands made by any third party in relation thereto.
(1) Prior to or upon the execution of this Agreement the Customer shall:
(a) forthwith enter into one or more policies of comprehensive insurance with a company and with limits of cover to be reasonably approved by Axis in respect of (i) the Full Replacement Value of the Vehicle and (ii) public liability in respect of the possession, use and operation of the Vehicle, and shall upon demand produce to Axis evidence of the payment of premiums thereon. Full details of the said insurance including copies of the policies and receipts for payments of premiums shall be supplied by Axis upon demand at any time;
(b) forthwith cause the interest of Axis and/or any other interested party specified by Axis to be noted upon every such policy as loss payee such that any insurance monies payable thereunder shall be paid to Axis or such other party.
(2) The Customer hereby (a) irrevocably appoints Axis as its agent for the purposes of liaising directly with the Customer’s insurers and negotiating all claims and receiving all monies payable under each such policy in respect of the Vehicle and giving a good discharge for such monies, and (b) authorizes each such insurer (i) to provide Axis with a copy of each such policy and associated certificates and evidence of payment of the premiums relating thereto and (ii) to note on each such policy the interest of Axis and/or such other party.
19 VEHICLE RETURN CONDITIONS & INSPECTION
(1) The Customer acknowledges receipt of and, without limiting its obligations under clause 14, agrees to comply with the Vehicle Return Conditions set out in clause 19(2).
(2) Vehicle Return Conditions
Upon inspection the Vehicle must comply with the following conditions:
(a) The Vehicle must be in good working condition with all damage repairs properly completed and any necessary parts fitted. The Vehicle shall be thoroughly steam cleaned and the interior valeted.
(b) The Vehicle must comply with all legal and safety requirements (including, without limitation, the Health and Safety at Work, etc Act 1974) and be fit for use on the roads in Great Britain. The Vehicle shall have a current valid Plating Certificate and VOSA Test Certificate appropriate for such Class of Vehicle (including without limitation any ATP or TIR Certification), which at the date of return shall have a minimum of 6 months until expiry.
(c) The Customer shall return with the Vehicle full maintenance history records and all other applicable documentation relating to the Vehicle.
(d) The Customer shall ensure the Vehicle is returned in the same original working order as when originally commissioned into use save only for fair and normal wear and tear. For avoidance of doubt the following shall be the minimum accepted condition of the Vehicle’s parts and systems:-
(i) Brakes: Air and Hydraulic systems must be free from leaks. Minimum lining thickness must be 50% of the original. Air/Mechanical operated brake actuators must be in working order. The brakes must operate properly without pulling and hold the Vehicle to the standard specified by the manufacturer.
(ii) Suspension: Springs and other forms of suspension and damping components must show no signs of undue fatigue of leakage and shackles not unduly worn.
(iii) Electrical: All electrical components must be fully operational.
(iv) Lighting: All service, working and road lights must be complete and in full operating order. All road lights must comply with the Road Traffic Act and all other legislative or regulatory requirements.
(v) Chassis: chassis must be free from cracks and distortion and have no repairs to chassis frame, no excessive corrosion. Rear wings, side skirts, mudguards and number plates must be free from damage and conform to legal requirements.
(vi) Tyres: Unless otherwise agreed by Axis tyres must be of radial construction of premium make. No remoulded, retreaded or regrooved tyres may be fitted. The tread depth of all tyres (including spare wheel) must be not less than 6mm and must be free from cuts, gouges, flat spots or damage to the side walls, be inflated to the correct pressures and not punctured.
(vii) Spare Wheel: The spare wheel must be housed correctly and the tyre must comply with (d) (vi) above.
(viii) Bodywork: The bodywork must be free from damage, dents, deep scratches, mechanical, structural and corrosive defects and in a condition commensurate with fair wear and tear. Doors or roller shutters must work efficiently and interiors must be clean and free from offensive smells. Any tail lift, crane, pumping or other ancillary equipment must be in good working condition and operate efficiently. Assessment of fair wear and tear shall be at the discretion of Axis.
(ix) Platform: Floors must be firm and without holes. No boards shall be missing on deckwork.
(x) Box: Bodywork and doors must be free from puncture holes and excessive scratches.
(xi) Tilt: Valid GV60 Certificate must be provided.
(xii) Curtainsider: Curtains and tilt covers must be free from tears with patches not to exceed 5% of the surface area.
(xiii) Skeletal: All twist locks must be present and fully functional.
(xiv) Insulated Fridge: Temperature control unit must be maintained to manufacturer’s standard, operating efficiently, in good working order and supported by a current operation condition certificate from the manufacturer’s servicing agent. A valid ATP certificate must be in place.
(xv) Tipper: Tipping gear must be free from leakage and functioning properly and PTO equipment in good condition. Bodywork must be free from puncture holes, distortion, corrosion or contamination with all body seam welds in good order and tailgate fully operable.
(xvi) Tanker: Tankers must only have been used with suitable products and interior must be cleaned and in a degassed and certificated condition. There must be no evidence of pitting or reduced shell thickness. All ladders and handrails must be returned intact.
(xvii) Livery: Any sign writing or other identification must be removed and paintwork re-instated to a commercial standard.
(a) No less than 14 days and no more than 28 days prior to the scheduled date of termination of the Rental Period or on the date of any earlier termination, the Customer will make the Vehicle available for inspection at a time and place requested by the Axis.
(b) At the end of the Rental Period the Customer will return the Vehicle, at the Customer’s cost, to such address and on such date and at such time during normal business hours as Axis may reasonably direct. Any checking-in sheet, off-hire report or other document signed on behalf of Axis upon the return of the Vehicle shall operate solely as evidence of the return of the Vehicle and not as any acceptance by Axis of the condition of the Vehicle. As soon as reasonably practicable following the return of the Vehicle, it will be examined by an engineer nominated by Axis. The Customer will be provided with a copy of the condition and distance report. Unless otherwise properly repaired by the Customer so as to ensure compliance with clause 19(2) any such repairs may be carried out by Axis but at the Customer’s expense. The cost of repairs (or if Axis chooses not to carry out such repairs the estimated costs) will be paid by Customer to Axis on demand. Any time taken to inspect and / or repair the Vehicle may be charged to the Customer and may include any loss of value arising during that period if the Vehicle is not in complete accordance with the return required condition. Axis reserves the right to charge the Customer at a rate equal to the Rental for each day or part of a day until such time as the Vehicle is brought into a condition that complies with the Vehicle Return Conditions and able to be re-hired to another customer.
(c) In the event of a dispute relating to the condition and / or distance travelled or other units of use on its return, the Vehicle shall be examined by an independent engineer appointed by Axis, whose report on the condition and / or mileage of the Vehicle shall be conclusive and binding on both parties. The engineer shall act as an expert and his costs shall be borne by the Customer. Any time taken to settle such dispute may be charged to the Customer and may include any loss of value of the Vehicle arising during the period from the end of the Rental Period until sale of the Vehicle or settlement of the dispute (whichever is the earlier) unless the expert conclusively decides in favour of the Customer.
(4) Distance Travelled / Use
The excess mileage charge for the Vehicle shall be as specified overleaf in this Agreement, the distance being calculated from the date of delivery of the Vehicle to the Customer to the date on which the Vehicle is duly returned. If the Vehicle has exceeded the total pro rata distance allowance when returned the Customer shall forthwith pay the excess mileage charge for every kilometre by which the Vehicle has exceeded the total pro rata distance allowance and the excess mileage charge (plus VAT) shall be paid by the Customer on demand. For the avoidance of doubt the Customer acknowledges that it is not entitled to any rebate or other payment in the event that the mileage recorded by the Vehicle is less than the distance allowance.
(5) Fridge Motor Hours Use
The excess fridge motor hours charge for the Vehicle shall be as specified overleaf in this Agreement; the total hours used being calculated from the fridge motor hours reading on the date of delivery of the Vehicle to the Customer to the fridge motor hours reading on the date on which the Vehicle is duly returned. It the Vehicle has exceeded the total pro rata fridge motor hours allowance when returned the Customer shall forthwith pay the excess fridge motor charge for every whole hour by which the Vehicle has exceeded the total pro rata fridge motor hours allowance and the excess fridge motor hours charge shall be paid by the Customer on demand.
20 ENTIRE AGREEMENT, AMENDMENTS AND WAIVERS
This Agreement, together with the terms of any Tyre Policy and Maintenance Policy agreed with the Customer, contains the entire terms agreed by the parties relating to its subject matter. The terms of this Agreement may only be amended or altered by agreement in writing by duly authorised officers of the Customer and two directors of Axis. For the avoidance of doubt, no employee of Axis other than two statutory directors acting jointly shall have the right to amend or waive any rights or obligations of Axis under this Agreement. Any failure by either party hereto to insist upon the performance of any of the terms of this Agreement or to exercise any right or privilege hereunder shall not be construed as any waiver by such party of such terms and this Agreement shall continue and remain in full force and effect notwithstanding any such failure.
21 STATUTORY RIGHTS
Nothing herein contained shall affect the statutory rights of a consumer pursuant to the Unfair Contract Terms Act 1997 or any statutory amendment or re-enactment thereof.
22 LAW AND JURISDICTION
This Agreement shall be construed in accordance with and governed by English law and the English courts shall have exclusive jurisdiction to deal with any disputes relating thereto.
Any notice, invoice or other document required to be given or otherwise given or sent pursuant to this Agreement shall be in writing and be duly given or sent in each case by being left at or by being sent pre-paid post to the address of the addressee specified in this Agreement or such other address as the addressee may have notified to the sender pursuant to this clause. Any such document, if delivered by hand, shall be deemed delivered at the time of delivery and, if sent by post, shall be deemed to have been duly received by the addressee at the expiration of 48 hours after it has been posted and in proving such service it shall be sufficient to prove that the document was left at the address of the addressee as aforesaid or the envelope containing it was properly addressed first class pre-paid and posted, as the case may be.
This Agreement is personal to the Customer and the Customer may not assign, transfer, charge or deal in any manner with this Agreement or any of its rights or obligations under this Agreement without the express prior written consent of Axis, which Axis may grant or withhold at its discretion. The Customer acknowledges that Axis may assign any or all of its benefits and rights under this Agreement, including benefits and rights in the Vehicle, in whole or part and by way of security or otherwise.
(1) The Customer shall have no authority to act as agent for or otherwise on behalf of Axis and the Customer shall not have any authority to make any representation or assume any obligation or liability on behalf of Axis.
(2) If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement, which shall remain in full force and effect, and the parties shall use their best endeavours to agree a replacement provision that replicates as far as possible the terms of the invalid or unenforceable provision but is not invalid or unenforceable.
(3) The headings of these terms and conditions are for ease of reference only, do not form part of the terms and conditions and shall not affect the interpretation thereof.
(4) No person shall have any rights in relation to this Agreement solely by virtue of the Contracts (Rights of Third Parties) Act 1999.
(5) No relaxation or indulgence which Axis may extend to the Customer shall affect Axis’ rights.
(6) No person by or through whom the Agreement may have been introduced or negotiated is or shall be deemed to be an agent of Axis.
(7) The Customer permits Axis to disclose any information relating to this Agreement to any third party (including any credit reference agency), subject to the provisions of the Data Protection Act 1998.