Ferns Group Take Delivery of Innovative Econics
In conjunction with MC Rental, Ferns Group have just taken delivery of innovative new vehicles.
1.1 Commencement Date: the date specified in the Hire Agreement.
Conditions: these standard terms and conditions and any specific terms in the Hire Agreement.
Hire Agreement: the contract hire agreement overleaf to which these Conditions are incorporated.
Delivery: the transfer of physical possession of the Vehicle to the Hirer.
Deposit: the deposit amount set out in the Hire Agreement.
Hirer: the person(s) whose details appear in the Hire Agreement.
Initial Rental Payment: the initial rental payment specified in the Hire Agreement.
Vehicle: the Vehicle specified in the Hire Agreement, including all substitutions, replacements or renewals of such Vehicle and all related accessories, components and manuals.
MCR: M C Rental Limited company number 02336572 whose registered office is at Beddow Way, Forstal Road, Aylesford, Maidstone ME20 7BT.
Rental Payments: the payments made by or on behalf of Hirer for hire of the Vehicle as specified in the Hire Agreement.
Rental Period: the period of hire as set out in the Hire Agreement.
Total Loss: the Vehicle is, in MCR's reasonable opinion or the opinion of its or the Hirer's insurer(s), damaged beyond repair, lost, stolen, seized or confiscated.
MCR shall hire the Vehicle to the Hirer subject to these Conditions which apply to the exclusion of any other terms which the Hirer seeks to impose or incorporate, or which are implied by business, custom, practice or course of dealing. The hire of the Vehicle starts on the Commencement Date and shall continue for the Rental Period unless terminated earlier in accordance with these Conditions.
3.1 On or before the Commencement Date, the Hirer shall pay to MCR the Initial Rental Payment and any Deposit. The Hirer shall pay to MCR the Rental Payments specified in accordance with the Hire Agreement. All payments shall be made by the Hirer by direct bank transfer to MCR's nominated bank account. Time for payment shall be of the essence.
3.2 The Rental Payments are exclusive of VAT and any other applicable taxes, duties, withholdings or similar charges which shall be payable by the Hirer at the rate and in the manner from time to time prescribed by law.
3.3 All payments to be made by the Hirer shall be made without withholding or set-off. Without prejudice to any other right or remedy it may have, MCR reserves the right to set off any amount owing at any time to it by the Hirer against any amount payable by MCR to the Hirer under this or any other agreement with the Hirer.
3.4 If the Hirer fails to pay any Rental Payments or any other sums payable by the due date for payment then, without limiting MCR's rights, the Hirer shall pay interest on such sums for the period from and including the due date of payment up to the actual date of payment, whether before or after judgment. The interest shall be paid at the rate of 5% per cent per annum above the base lending rate from time to time of The Bank of England.
3.5 MCR shall be entitled to charge to the credit or debit card specified in the Hire Agreement, or any such card used by the Hirer to pay the Initial Rental Payment or Deposit, all costs, charges, expenses and fees incurred in connection with any default of the Hirer or in respect of any loss or damage to the Vehicle.
3.6 The Deposit is a deposit against default by the Hirer of payment of any Rental Payments or any loss of or damage caused to the Vehicle. The Hirer shall, on the Commencement Date pay the Deposit to MCR. If the Hirer fails to make any Rental Payments when due, or causes any loss or damage to the Vehicle (in whole or in part), MCR shall be entitled to apply the Deposit against such default, loss or damage.
3.7 The amount of any increase in the operating costs of the Owner due to inflation shall be reflected in the amount of the Rentals payable to MC Rental Ltd by the Hirer, which Rentals shall be increased accordingly. Each contract shall be reviewed annually, with the revised rate taking effect on the anniversary of the commencement of the contract. Such Increase in the amount of the Rentals shall be based on the movement of RPI for category CZEA (Maintenance of Motor Vehicles) provided by the Office for National Statistics (Government Department). The revised rate shall be calculated by reference to the most recent published RPI data at the time of the contract review. The percentage increase (if any) reflected in the Index movement shall be modified by a Rental inflation 50% of the rental monthly charge unless otherwise specified in the Schedule. MC Rental Ltd will write to the Hirer to confirm the revised rental at the start of the 11th month following the commencement of the contract, and annually thereafter. In the event that RPI for category CZEA should fall to below 0% at any point during the term of the contract, rental payments shall not be reduced between contract reviews, or at an annual review.
4.1 The Hirer shall be responsible for arranging Delivery with MCR. MCR shall use reasonable endeavours to effect Delivery by the agreed date and time, but time shall not be of the essence and MCR shall not, subject to clause 7, be liable for any delays in Delivery. Title and risk shall transfer in accordance with Clause 5.
4.2 The Hirer shall procure that a duly authorised representative of the Hirer shall be present at the Delivery of the Vehicle. Acceptance of Delivery by such representative shall constitute conclusive evidence that the Hirer has examined the Vehicle and has found it to be in good condition, complete and fit in every way for the purpose for which it is intended. If required by MCR, the Hirer's duly authorised representative shall sign a Certificate of Acceptance in MCR's standard form.
5.1 The Vehicle shall at all times remain the property of MCR, and the Hirer shall have no right, title or interest in or to the Vehicle (save for the right to possession and use of the Vehicle subject to these Conditions).
5.2 The risk of loss, theft, damage or destruction of the Vehicle shall pass to the Hirer on Delivery. The Vehicle shall remain at the sole risk of the Hirer during the Rental Period and any further term during which the Vehicle is in the possession, custody or control of the Hirer (Risk Period) until such time as the Vehicle is redelivered to and accepted by MCR. During the Rental Period and the Risk Period, the Hirer shall, at its own expense, obtain and maintain the following insurances:
(a) insurance of the Vehicle to a value not less than its full replacement value comprehensively against all usual risks of loss, damage or destruction by fire, theft or accident, and such other risks as required by law or nominated by MCR;
(b) insurance for such amounts as a prudent owner or operator of the Vehicle would insure for, or such amount as MCR may from time to time require, to cover any third party or public liability risks of whatever nature and however arising in connection with the Vehicle.
5.3 All insurance policies procured by the Hirer shall name MCR on the policies as a loss payee in relation to any claim relating to the Vehicle. The Hirer shall be responsible for paying and indemnify MCR on demand in relation to any excesses or deductibles due on any claims payable under such insurance policies. The Hirer shall, on demand, supply to MCR copies of the relevant insurance certificates and policies and proof of premium payment.
5.4 The Hirer shall give immediate written notice to MCR in the event of any loss, accident or damage to the Vehicle. The Hirer shall procure that the payment of any monies payable under any insurance policy are paid directly to MCR.
5.5 If the Hirer fails to effect or maintain any of the insurances required under these Conditions, MCR 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 Hirer. The Hirer shall indemnify MCR on demand in respect of all damage and loss to the Vehicle not recovered or recoverable under the any insurance policy effected in respect of the Vehicle.
5.6 Where insurance is provided by MCR, The hirer shall agree that in the event of a vehicle theft whereby the keys have been made readily available to those committing the crime, the hirer shall remain liable for the continuing hire costs until a resolution is made by the insurers. In the event that the insurers will not cover the cost of a claim, the hirer shall be held liable for the full retail cost of the vehicle.
6.1 The Hirer shall during the term of this agreement:
(a) meet the cost of complying with any legal requirement relating to the Vehicle(s) imposed after the date of this agreement;
(b) ensure at its own expense that regular checks are made of all oils, water and electrolyte levels and that such levels are correctly maintained using material approved by MCR;
(c) unless otherwise specified herein supply all load retention and/or other equipment required in connection with the Vehicle(s) but with any change or modification to the Vehicle(s) being made only with MCR's prior written consent.
(d) maintain the Vehicle in good and substantial repair (including but not limited to replacement of worn, damaged and lost parts) and service the Vehicle at required recommended intervals, or present it to MCR's repairer as necessary at an agreed place and time (in both case at repairers approved by MCR) and make good any damage to the Vehicle, in each case at the Hirer's expense;
(e) maintain the correct air pressure in all tyres to prevent damage thereto and shall comply in all respects with all legal requirements, order or regulation affecting the use or condition of such tyres and ensure that punctures are repaired at the Hirer's own expense;
(f) ensure that the Vehicle(s) is/are kept in a clean and tidy condition and maintained in accordance with the service instructions provided by MCR on delivery of the Vehicle(s)
(g) keep MCR fully and immediately informed of all material matters or defects relating to the Vehicle and ensure that all repairs are carried out under MCR's authority and promptly comply with MCR's directions regarding emergency repairs to the Vehicle;
(h) maintain and return the Vehicle in the same condition as the Hirer took possession at the commencement of the Rental Period and clean the Vehicle(s) to preserve coachwork and upholstery;
(i) ensure that the Vehicle is kept and operated in a suitable, safe and legal manner (including in accordance with 'O' Licence and VOSA requirements) and in accordance with all operating instructions;
(j) not exceed the annual mileage limit (AML) specified in the Hire Agreement. If the agreement is terminated before the end of Rental Period, the AML shall be pro-rated by reference to the number of months elapsed of the Rental Period to determine whether it has been exceeded. If the AML (or the pro-rated proportion) is exceeded, the Hirer shall pay the excess mileage charge specified in the Hire Agreement within 7 days of the date of MCR's invoice;
(k) maintain operating and maintenance records of the Vehicle and make copies of such records readily available to MCR;
(l) be responsible for and meet the cost of any replacement vehicle while the Vehicle is being serviced or undergoing MOT inspection;
(m) make no alteration or repairs to the Vehicle, and shall not remove any existing component(s) from the Vehicle, without the prior written consent of MCR;
(n) permit MCR or its duly authorised representative to inspect the Vehicle at all reasonable times and to enter any premises at which the Vehicle may be located;
(o) not part with control of (except for the purposes of repair or maintenance), sell or offer for sale, underlet or lend the Vehicle or allow the creation of any mortgage, charge, lien or other security interest in respect of it;
(p) not suffer or permit the Vehicle to be confiscated, seized or taken out of its possession or control under any distress, execution or other legal process, but if the Vehicle is so confiscated, seized or taken, the Hirer shall immediately notify MCR and the Hirer shall at its sole expense use its best endeavours to procure an immediate release of the Vehicle;
(q) not use the Vehicle for any unlawful or uninsured purpose or do or permit to be done anything which could invalidate the insurances referred to in Clause 5;
(r) at all times during the Rental Period maintain insurance on the Vehicle as if the Hirer were its owner to comply with the Continuous Insurance Enforcement Scheme and add the Vehicle to the Hirer's account on the Motor Insurers Database;
(s) do or permit to be done anything which could invalidate any warranty which may be in place for the Vehicle, or its associated equipment;
(t) not take or permit the Vehicle to be taken outside of the United Kingdom, unless European cover has been agreed with MCR and is specified in the Hire Agreement;
(u) ensure that at all times the Vehicle remains identifiable as being MCR's and not remove or tamper with any indentifying marks, where fitted;
(v) be responsible for and pay all fines, penalties, tolls, fees and charges in respect of the Vehicle and to the extent that it fails to do so, MCR may pay and recover the same from the Hirer as a debt on demand and apply an additional 15% handling and administration fee which the Hirer agrees to pay;
(w) deliver up the Vehicle (including all operating manuals, vehicle documents, road fund licence and test certificates) at the end of the Rental Period or on earlier termination of this agreement (free from fault, defect and damage and with not less than 50% of the original tyre tread depth) to such address as MCR requires, or if necessary allow MCR or its representatives access to any site or any premises where the Vehicle is located for the purpose of removing the Vehicle. Rental Payments shall continue to be payable until delivery of the Vehicle.
6.2 The Hirer undertakes to indemnify MCR on demand from and against all losses, liabilities, claims, damages, costs or expenses of whatever nature otherwise arising out of or in connection with any breach or failure by the Hirer to comply with any of its obligations under this agreement.
7.1 Without prejudice to clause 7.2, MCR's maximum aggregate liability for breach of this agreement (including any liability for the acts or omissions of its employees, agents and subcontractors), whether arising in contract, tort (including negligence), misrepresentation or otherwise, shall in no circumstances exceed the aggregate of the Rental Payments paid by the Hirer in respect of the Vehicle in the 12 months immediately preceding the date of the event giving rise to MCR's liability.
7.2 Nothing in this agreement shall exclude or in any way limit:
(a) MCR's liability for death or personal injury caused by its own negligence;
(b) MCR's liability for fraud or fraudulent misrepresentation; or
(c) the terms implied by section 8 of the Supply of Goods (Implied Terms) Act 1973 or any other liability which cannot be excluded by law.
7.3 This agreement sets forth the full extent of MCR's obligations and liabilities in respect of the Vehicle and its hiring to the Hirer. In particular, there are no conditions, warranties or other terms, express or implied, including as to quality, fitness for a particular purpose or any other kind whatsoever, that are binding on MCR except as specifically stated in this agreement. Any condition, warranty or other term concerning the Vehicle which might otherwise be implied into or incorporated within this agreement, whether by statute, common law or otherwise, is expressly excluded.
7.4 Without prejudice to clause 7.2, MCR shall not be liable under this agreement for any, loss of profit, loss of revenue, loss of business or indirect or consequential loss or damage, in each case, however caused, even if foreseeable.
If a Total Loss occurs in relation to the Vehicle then:
(a) subject to clause 8(b), this agreement shall immediately terminate and clause 9.2 shall apply;
(b) the Hirer shall on demand and in any event within 7 days of the relevant insurance settlement pay to MCR as agreed compensation for loss, a sum equal to the whole of the Rental Payments that would (but for the termination) have been payable if the agreement had continued from the date of such Total Loss to the end of the Rental Period, less a discount for accelerated payment as specified in clause 9.3. For the purposes of this clause 8(b), the Rental Period shall be deemed to be extended with Rental Payments payable until such time as MCR receives full settlement funds from the relevant insurer;
(c) any insurance monies received by MCR pursuant to clause 5.3 following a Total Loss shall be a matter between MCR and the Hirer's insurance company directly, and the Hirer shall have no right to any payment in connection with this.
9.1 MCR may, without prejudice to any other right or remedy which may be available to it, terminate this agreement immediately if:
(a) the Hirer defaults or fail to perform any of its obligations under this agreement or commits a material breach of this agreement;
(b) the Hirer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or
(c) the Hirer suspends, terminates, or otherwise cancels its Direct Debit mandate with MCR.
(d) the Hirer 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; or
(e) 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 (or bankruptcy) of the Hirer; or
(f) a creditor or encumbrancer of the Hirer 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 Hirer's assets; or
(g) the Vehicle is seized or impounded by any competent authority (including but not limited to VOSA, HMRC, government agencies or the police); or
(h) there is a change in ownership or control of the Hirer.
9.2 Upon termination of this agreement, however caused:
(a) the Hirer's right to possession of the Vehicle shall terminate and MCR may without notice and at the Hirer's expense, retake possession of the Vehicle and enter any site or premises at which the Vehicle is located; and
(b) without prejudice to any other rights or remedies of the Hirer, the Hirer shall pay to MCR on demand all Rental Payments and other sums due but unpaid at the date of such demand together with any interest accrued and any costs and expenses incurred by MCR in recovering the Vehicle and/or in collecting any sums due under this agreement.
9.3 Upon termination of this agreement pursuant to clause 9.1, or any other repudiation of this agreement by the Hirer which is accepted by MCR, the Hirer shall pay to MCR on demand, in addition to any sums payable pursuant to clause 9.2, as agreed compensation for MCR's loss, a sum equal to the whole of the Rental Payments that would (but for the termination) have been payable if the agreement had continued from the date of such demand to the end of the Rental Period, plus a sum equivalent to the shortfall between the Net Book Value and the Vehicle's business market value as reasonably determined by MCR, such sum discounted by 50% for accelerated receipt of payment by MCR. Such compensation may be partially or wholly recovered by MCR from the Deposit or pursuant to clause 3.5 of these Conditions.
9.4 Termination of this agreement shall be without prejudice to the rights and obligations of the parties accrued up to the date of termination.
10.1 The Hirer acknowledges and agrees that details of its (and those of its officers or partners) name, address and payment record may be submitted to a credit reference agency, and personal data will be processed by and on behalf of MCR.
10.2 For the purposes of this agreement, Force Majeure Event means an event beyond the reasonable control of MCR including but not limited to industrial disputes (whether involving the workforce of MCR or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of vehicle, plant or machinery, fire, flood, storm or default of suppliers or subcontractors. MCR shall not be liable to the Hirer as a result of any delay or failure to perform its obligations under this agreement as a result of a Force Majeure Event. If the Force Majeure Event prevents MCR from performing this agreement for more than 4 weeks, MCR shall, without limiting its other rights or remedies, have the right to terminate this agreement immediately by giving written notice to the Hirer.
10.3 These Conditions may only be amended or varied in writing signed by a Director of MCR.
10.4 MCR may at any time assign, transfer, charge, mortgage, sub-contract or deal in any other manner with all or any of its rights under this agreement and may sub-contract or delegate in any manner any or all of its obligations under this agreement to any third party. The Hirer shall not assign any or all of the Hirer's rights under this agreement without the prior written consent of MCR.
10.5 The Hirer acknowledges that, in entering into this agreement the Hirer has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently), other than for breach of contract. Nothing in these Conditions shall limit or exclude any liability for fraud.
10.6 The validity, construction and performance of the Contract shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts to which the parties submit.
By entering into this rental agreement you agree that we can process and store your personal information in connection with this agreement. We will use your information to analyse statistics, for market research, credit control and to protect our assets. You agree that if you break the terms of this agreement we can pass your personal information to credit-reference agencies, debt collectors, the police or any other relevant organisation. We can also give this information to the British Vehicle Rental and leasing Association (BVRLA), which can share your personal information with its members to prevent crime and protect its assets, as allowed under the Data Protection Act 1998.
Ferns Group Take Delivery of Innovative Econics
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