1.
AGREEMENT
LeasePlan shall supply
Accident Management Services and Additional Services (if any) to the Customer on the terms and
conditions contained or referred to in this Agreement in respect of a Vehicle. This Agreement and the Cover Sheet to
this Agreement as may be signed by or on behalf of LeasePlan and remain from
time to time in force together set out the entire agreement between the parties
in respect of the Accident Management Services.
No variation shall be effective unless it is in writing and signed by or
on behalf of the parties. This
Agreement shall remain in force for a minimum period of twelve months.
2.
INTERPRETATION AND DEFINITIONS
Unless otherwise stated,
all words and expressions used in this Agreement and the Cover Sheet with
capital initial letters shall have the meanings given to them by this Agreement.
"Accident Damage" means damage to a Vehicle
sustained as a result of a collision with another vehicle or object, and
includes criminal damage, but excludes mechanical failure or breakdown which
does not arise as a result of an accident.
"Accident Management Price Card" means the list of standard
charges for various services as issued by Lease Plan from time to time.
"Accident Management Services" means the management
services detailed under Condition 3 of this Agreement for which the Customer
shall pay the Accident Management Fee.
"Additional Charges" means the
charges payable in accordance with the terms of Condition 6 b) for such of the
Additional Services as may be supplied to the Customer from time to time.
"Additional Services" means the
additional accident management services detailed under Condition 4 of this
Agreement for which the Customer shall pay the Additional Charges.
"Approved Repairer" means a supplier of repair
services approved by LeasePlan.
"Cover Sheet" means the Cover Sheet of
this Agreement as varied by the parties from time to time.
"Customer" means the customer whose
name and address are set out in full on the Cover
Sheet.
"Expenditure Limit" means the sum stated on
the Cover Sheet or such other sum as
may be notified in writing to Lease Plan by the Customer from time to time being a limit
imposed by the Insurers but subject to a maximum of £750 in respect of labour
costs only.
"Group Company" means any holding,
subsidiary or associated company within the same economic entity as the
Customer.
"Insurer" means the insurer of the Customer's
Vehicles in accordance with Condition 5 of this Agreement as shall be notified
in writing to Lease Plan by the Customer from time to time.
"LeasePlan" means LeasePlan UK Limited and its
successor and assigns.
"Monthly Subscription"
means the sum stated on
the Cover Sheet per Vehicle or such sum as shall be notified to the Customer by
LeasePlan from time to time.
"Motor Incident Notification Form"
means a claim form approved by the Insurer and completed in connection with an
accident.
"Policy Excess Items" means the sums or items as
shall be notified in writing to LeasePlan by the Customer from time to time which are excluded from the terms of
the Customer's policy of insurance.
"Recharge Item" means any cost incurred by
LeasePlan on behalf of the Customer, its drivers or agents.
"VAT" means Value Added Tax.
"Vehicle" means a vehicle or vehicles owned or
operated by the Customer details of which have been regularly notified to
LeasePlan in writing or electronic format in respect of which Lease Plan shall
be required to provide Accident Management Services upon request pursuant to
this Agreement. It is the Customer's
responsibility to provide regular notice of additions/deletions to the number of
vehicles owned or operated by the Customer.
Statutory provisions shall
be construed as references to those provisions as respectively amended, modified
or re-enacted. The various headings
to the Conditions of this Agreement are for convenience only and shall not
affect its construction. The
singular shall include the plural and vice versa.
Words denoting persons shall include corporations and vice versa.
All fees, charges and
costs are expressed exclusive of VAT which shall be added at the appropriate
prevailing rate.
3.
ACCIDENT MANAGEMENT SERVICES TO BE
PROVIDED BY LEASE PLAN
LeasePlan shall provide
the Customer with the Accident Management Services described in this Condition 3
for a Vehicle and the Customer shall pay to Lease Plan the Monthly Subscription
and other relevant payments as set out in Condition 6. For the avoidance of doubt
LeasePlan can only provide the Accident Management Services for a Vehicle where
details of such Vehicle have already been notified to LeasePlan.
a)
Initial Reporting
The Customer or its drivers shall telephone LeasePlan immediately
following an incident resulting in Accident Damage. LeasePlan will take details of the
damaged Vehicle and:
i)
if the Vehicle is immobile, LeasePlan will arrange for recovery to the
most appropriate Approved Repairer; or
ii)
if the Vehicle is mobile, LeasePlan will arrange for its collection and
delivery to an Approved Repairer.
Where the Customer or its Insurers specifies a repairer other than an
Approved Repairer, then an Additional Charge of £50 shall be payable in
accordance with Condition 6 b) and Condition 3 i) shall not apply.
b)
Motor Incident Notification Form
Upon notification of the
incident LeasePlan will raise an electronic Motor Incident Notification form and
record all the details under a unique reference number which will be forwarded
to all interested parties.
c)
Estimates
LeasePlan shall obtain an estimate of the cost of repair of the Vehicle
from the Approved Repairer and after checking the estimate:
i)
if the cost of the repair is within the Expenditure Limit LeasePlan shall
authorise the Approved Repairer to repair the Vehicle and to address the
subsequent invoice to LeasePlan; or
ii)
if the cost of the repair exceeds the Expenditure Limit LeasePlan shall
seek authorisation from the Customer or Customer's Insurers as applicable and
when such authorisation is received LeasePlan shall arrange for repair of the
Vehicle and for the subsequent invoice to be addressed to LeasePlan. Where the Customers Insurers instruct
an independent engineer to inspect the Vehicle once authorisation is received
from the Insurers, the repair of the Vehicle shall be carried out and the
subsequent invoice addressed to LeasePlan.
d)
Return of the Vehicle
LeasePlan shall monitor the time the Vehicle is off the road to minimise
"downtime" and shall ensure that the Customer is informed of any delays in
completing the repairs .
On completion of repair of
the Accident Damage LeasePlan shall arrange for the Vehicle to be returned to
the Customer, or subject to Condition 3 i) delivered to such other location as
the Customer shall direct.
e)
Repair Invoices
i)
The Approved Repairer will submit its invoice to LeasePlan who shall
compare the invoice with the Approved Repairers estimate as supplied under
Condition 3 c) i) and provided there is no discrepancy LeasePlan shall arrange
for payment of the invoice.
The cost of the invoice
shall be re-charged to the Customer as a Recharge Item. LeasePlan shall seek reimbursement
from the Insurers of the net amount of the invoice less the policy excess and
VAT if applicable to the Customer under its insurance policy.
ii)
In respect of repairs carried out under Condition 3 c) ii) the Approved
Repairer shall forward the invoice to the Insurers for payment less any Policy
Excess Items which shall be paid by LeasePlan and then invoiced to the Customer
as a Recharge Item together with any VAT if applicable.
iii)
Where the Customer only has third party insurance the total amount due
including any VAT if applicable shall be invoiced to the Customer for payment.
f)
Third Party Claims
The Customer shall forward to LeasePlan claims from third parties who
have been involved in an incident with a Vehicle resulting in Accident Damage. LeasePlan shall check that the claim
relates to such Vehicle and provided details of the Vehicle are correct shall
forward the claim to the Insurer for settlement.
g)
Insurance Loss
Where a Vehicle has suffered irreparable Accident Damage and is declared
to be a total loss by the Insurer where applicable LeasePlan shall act as agent
of the Customer in the recovery of the insurance proceeds from the Insurer and
shall obtain the Customer's approval before agreeing the sum payable.
h)
Warranty
In the unlikely event that a Vehicle develops a fault arising solely from
the repair of Accident Damage by an Approved Repairer arranged under this Agreement (but
not as a result of further Accident Damage nor mechanical failure or breakdown
or subsequent remedial work) LeasePlan shall arrange for the Vehicle to be
repaired by an Approved Repairer free of charge provided that the Vehicle is
still operated by the Customer and the fault is identified within three years of
the original repair.
i)
Stolen Vehicles
Where a Vehicle is stolen and the Customer is entitled to claim for its
loss from the Insurers LeasePlan shall, after expiry of the "waiting period"
specified by the Insurers agree a settlement figure subject to the Customer's
approval of the same with the Insurers.
Following receipt of the
settlement monies from the Insurers LeasePlan shall pass such monies to the
Customer.
j)
Management Reports
LeasePlan shall furnish the Customer with a standard monthly accident
management report.
k)
Location
The Accident Management Services shall be available in respect of
Vehicles located on the UK mainland only.
4.
ADDITIONAL SERVICES TO BE PROVIDED
BY LEASE PLAN
LeasePlan shall at the
Customer's request provide the Customer with such of the Additional Services
described in this Condition 4 for the Vehicles and the Customer shall pay to
Lease Plan the relevant Additional Charges.
The Additional Services are not included in the Accident Management
Services.
a)
Replacement Vehicle
In the event that a Vehicle goes out of commission, LeasePlan shall
arrange for the supply on hire to the Customer of a replacement vehicle for so
long as the Customer shall require the replacement vehicle.
LeasePlan's liability in relation to the provision of such replacement
vehicle shall be limited to arranging the provision of the same. The Customer shall insure the
replacement vehicle on a fully comprehensive basis for the duration of the
rental and shall comply with all other terms and conditions of rental as laid
down by the daily rental supplier from time to time.
The Customer shall be responsible for all costs associated with a
replacement vehicle, including rent for the same, and such costs shall be
invoiced to the Customer as a
Recharge Item under Condition 6 c) of this Agreement. In the event of Accident Damage to a
replacement Vehicle, LeasePlan can arrange Accident Management Services on or
before such Accident Damage has occurred at an Additional Charge as shown on the
Accident Management Tariff from time to time.
b)
Driver Training
Lease Plan can arrange for
the Customer's drivers to attend Lease Plan's recommended driver training
courses at standard LeasePlan charges as agreed between LeasePlan and the
Customer from time to time.
c)
Management Reports
LeasePlan can furnish the Customer with bespoke accident management
reports at charges to be agreed between Lease Plan and the Customer from time to
time.
d)
Uninsured Loss Recovery
LeasePlan shall arrange for the Customer to seek recovery of uninsured losses in
accordance with its standard uninsured loss recovery service from time to time. No court proceedings will be
commenced without the Customer's prior approval.
5.
INSURANCE
a)
The Customer warrants to LeasePlan that:
i) it has in force and shall maintain in force a valid
policy (or policies, as the case may be) of insurance in respect of each of the
Vehicles against third party liability, under the Road Traffic Act 1988 or on a
fully comprehensive basis and shall if so requested, produce to Lease Plan at
the commencement of this Agreement and on each insurance renewal date thereafter
and as otherwise requested by LeasePlan the policy of insurance, the premium
receipts, cover notes and insurance certificates ;
ii) it has an unfettered
right to enter into this Agreement and has obtained any necessary consent,
waiver and/or approval from the Insurer or other third party and that entering
into this Agreement does not contravene the terms and conditions of its policy
of insurance;
iii) it will notify LeasePlan
immediately of any alteration in its insurance arrangements; and
b)
The Customer shall be responsible for and shall fully indemnify LeasePlan
against loss arising from payment of sums:
i)
which are not covered by the terms of the Customer's policy of insurance;
ii)
in respect of which the Insurer rejects a claim made under the Customer's
insurance policy for whatever reason; and
iii)
in respect of which settlement is not made by the Insurer within 30 days
of the date of the claim or, in the case of Vehicles which are stolen, within 30
days of the date of theft of the Vehicle.
6.
PAYMENTS
In consideration of the
supply of the Accident Management Services and Additional Services the Customer
shall pay to LeasePlan.
a)
the Monthly Subscription for each Vehicle payable on the first day of the
calendar month commencing on the first day of the month in which this Agreement
is signed.
b)
any relevant Additional Charges which shall be invoiced to the Customer
as they are incurred and shall be payable within 14 days of the date of such
invoice.
c)
any Recharge Items. The
Customer agrees to reimburse LeasePlan for Recharge Items within 14 days of
LeasePlan incurring the cost of the same.
Lease Plan may extend credit to the Customer by allowing Recharge Items
of less than £10 (exclusive of VAT) to remain outstanding until sufficient
Recharge Items have accumulated to merit the raising of an invoice to the
Customer.
d)
any adjustment sum payable pursuant to this Condition following the
occurrence of one or both of the events set out below:-
i)
an increase in the cost to LeasePlan of providing the Accident Management
Services under this Agreement; and/or
ii)
the annual Monthly Subscription review.
On the first anniversary of the date of this Agreement and on every
subsequent anniversary the amount of the Monthly Subscription may be reviewed in
accordance with LeasePlan's Accident Management Tariff as revised from time to
time.
LeasePlan shall give notice to the Customer of such adjustment to the
Monthly Subscription and the Customer shall within 14 days pay to Lease Plan the
revised Monthly Subscription.
7.
PAYMENT PROVISIONS
a) The stipulations as to the
time of payment of all sums payable by the Customer under this Agreement are of
the essence of this Agreement and are conditions of the same.
b) So long as this Agreement
remains in effect the Customer shall maintain in force a mandate to its bankers
to enable LeasePlan promptly to collect by direct debit all sums which become
due from the Customer under this Agreement.
Any payment to be made by the Customer which cannot be collected on first
demand by direct debit shall carry an administration charge of such sum per
payment as LeasePlan may from time to time require which administration charge
shall be payable by the Customer on demand.
c) LeasePlan shall be entitled
to set off against any sum owing by it to the Customer under this Agreement any
sum owing by the Customer to LeasePlan.
d) All payments from the
Customer to LeasePlan are expressed exclusive of any applicable VAT which shall
be paid by the Customer in addition.
8.
INTEREST ON UNPAID SUMS
The Customer shall pay to
LeasePlan interest at the rate of 5% per annum over the Finance House Base Rate
for the time being and varying therewith on all sums invoiced which from time to
time may be due from the Customer to LeasePlan hereunder and, for the time being
unpaid, such interest being calculated from the due date until payment and both
before and after any judgement.
9.
DEFAULT
If the Customer shall be
in breach of any provision of this Agreement and shall fail without reasonable
excuse to rectify such breach after 14 days notice in writing of the same, or
except for the purposes of reconstruction amalgamation or reorganisation shall
propose any voluntary arrangement with or call any meeting of its creditors or
pass a resolution for voluntary winding up or have a winding up order made
against it by a competent court or have an administrative receiver, receiver,
manager or administrator of itself or all or any of its assets appointed, then
in each and every such case (without prejudice to any other rights hereunder)
this Agreement shall automatically terminate in which case all sums accrued to
date under this Agreement shall be immediately payable.
10.
CONSEQUENCES OF TERMINATION UPON DEFAULT
In the event that this
Agreement is terminated as provided in Condition 9 above then without prejudice
to the rights of either party to bring a claim for damages for breach thereof
the Customer shall forthwith upon written demand pay to Lease Plan all arrears
of sums due under Condition 6 above and all interest thereon payable by virtue
of Condition 8 together with payment for any work in progress.
11.
TERMINATION
a)
Either party may terminate this Agreement upon 3 months notice in writing
to the other provided that such notice shall not take effect until after the
date of the first anniversary of this Agreement.
b)
Upon termination pursuant to Condition 11 a) the Customer shall prior to
the expiry of the notice of termination pay to LeasePlan all sums due under
Condition 6 above together with interest, if any, payable by virtue of Condition
8.
12.
GROUP FACILITY
Where the Customer wishes
LeasePlan to supply Accident Management Services to a Group Company under this
Agreement the Customer shall complete the details of such Group Company on the
Cover Sheet and LeasePlan shall allocate each Group Company a cost centre number
for ease of administration. Whilst
each Group Company may be invoiced directly for sums due under this Agreement in
respect of Accident Management Services and Additional Services relating to
Vehicles in use by it and the Customer may arrange for each Group Company to
make payments on its behalf the Customer acknowledges that any such arrangements
are for ease of administration only and do not affect the Customer's obligations
under this Agreement.
13.
NOTICES
Any notice to be given by
either party to the other may be delivered, sent by first class post or
transmitted by facsimile process to the address of the other party on the Cover
Sheet or such other address as such party may from time to time have
communicated to the other. 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 that the telex or facsimile message was properly addressed and
despatched as the case may be.
14.
VALIDITY OF PROVISIONS
The complete or partial
invalidity or unenforceability of any provision of this Agreement for any
purpose shall in no way affect its validity or enforceability for any other
purpose or the remaining provisions.
It shall be deemed to be severed for that purpose subject to such consequential
modification as may be necessary for such severance.
15.
CONFIDENTIALITY
The Customer and LeasePlan
agree that neither party shall disclose to any third party (except the Insurer)
the contents of this Agreement or any part thereof without the prior written
consent of the other party such consent shall not be unreasonably withheld or
delayed.
16.
GOVERNING LAW
The construction, validity
and performance of this Agreement shall be governed by English law.