Terms and Conditions
This Agreement is made between us and you (as each is defined in the Schedule and shall include our successors and assigns from time to time) when it has been signed and dated by us.
1 Definitions
In this Agreement unless the context otherwise requires, the following terms have the following meaning:
ACT means the Consumer Credit Act 1974 as amended from time to time.
ACTUAL MILEAGE means the mileage of the Vehicle recorded on the odometer as at the date of return of the Vehicle to us and noted in the Vehicle inspection report for the Vehicle or, if that figure should be incorrect in our opinion, then such mileage as shall be reasonably calculated by us from our records of the Vehicle.
ANNUAL CONTRACT MILEAGE means the mileage described as in the Key Information being the distance permitted to be travelled by the Vehicle.
ASSOCIATED COMPANY means in relation to a company, any subsidiary or holding company of it or any subsidiary company of its holding company (as such terms are defined in section 1159 Companies Act 2006).
BASIC MILEAGE means the selected Annual Contract Mileage multiplied by the number of whole years and the proportion of part years that have passed since the Agreement date up to the date of return of the Vehicle to us.
BVRLA means the British Vehicle Rental and Leasing Association.
CERTIFICATE OF ACCEPTANCE means a document signed by you for a Vehicle
proposed to be hired, confirming that the Vehicle detailed in the Key Financial Information has been delivered.
COSTS means any costs and expenses incurred by us in enforcing this Agreement or in connection with the repossession, insurance, storage or sale of the Vehicle.
EXCESS MILEAGE CHARGE means the amount (described as such) set out in the Key Information which represents the agreed charge per mile should the agreed Annual Contract Mileage be exceeded.
FAIR WEAR AND TEAR GUIDE means the BVRLA Fair Wear and Tear Guide current from time to time for the Contract Hire Industry and 'Unfair Wear and Tear' shall be interpreted in accordance with this guide. You can access a copy at ww.fairwearandtear.co.uk or by calling us to request one.
INITIAL RENTAL means the amount (described as such) set out in the Key Financial Information.
KEY FINANCIAL INFORMATION means the section headed "Key Financial Information" in the Schedule.
KEY INFORMATION means the section headed "Key Information" in the Schedule.
PERIOD OF HIRE means the period (described as such) set out in the "Key Financial Information".
RENTAL means the amount (described as such) set out in the "Key Financial Information".
SCHEDULE means the regulated hire agreement appearing before the terms and conditions.
SERVICE CHARGE means the amounts (described as such) set out in the "Key Financial Information".
SERVICE PROVIDER means Arnold Clark Finance Limited or any other person or persons who at our request provides the Services and any replacement of such person.
SERVICES means the following services: (i) routine servicing and mechanical repairs; (ii) replacement tyres on a no quibble basis; (iii) motor organisation membership; (iv) accident management; and (v) road fund licences.
SUPPLIER means the supplier of the Vehicle.
TERMINATION PAYMENT means the amount payable on termination of this Agreement in accordance with clause 12.
TOTAL LOSS means if the Vehicle is lost, stolen, seized, confiscated or damaged beyond economic repair in our opinion or the insurer's opinion.
VEHICLE means a private passenger motor vehicle or a light commercial vehicle, (including any accessories) which is hired or proposed to be hired under the terms of this Agreement and which is described under the "Vehicle" heading set out in the Key Financial Information.
ARNOLD CLARK FINANCE LIMITED means company number SC039597.
2 Hire
2.1 We will hire the Vehicle to you and you will take it on hire for the Period of Hire commencing on the date of the delivery of the Vehicle on the terms and conditions set out in these Terms and Conditions and in the Schedule. You agree that the hiring will begin before the end of the period during which you are able to cancel the Agreement, details of which have been provided above.
The hiring will, unless terminated earlier in accordance with the terms of this Agreement, continue for the Period of Hire.
2.2 As you have arranged with the Supplier for delivery of the Vehicle you are responsible to us for ensuring the delivery of the Vehicle to your premises and for supervising its testing and we will not be liable for any failure or delay in delivery however caused.
2.3 You will, immediately on taking delivery, inspect and test the Vehicle and will only accept delivery if it is satisfactory. On taking delivery, you will check the Vehicle and, if it is satisfactory in all respects, sign a Certificate of Acceptance in such form as we may provide, confirming that you have accepted delivery of the Vehicle in satisfactory condition. You agree that any person accepting delivery and signing the Certificate of Acceptance will be authorised to do so on your behalf.
2.4 Without affecting the generality of clause 10 and without affecting a prior acceptance of the Vehicle pursuant to clause 2.3, you shall immediately notify us in writing of any defect in or other complaint about the Vehicle which arises during the course of this Agreement.
2.5 At the end of the Period of Hire (or on early replacement of the Vehicle) you will make the Vehicle available for collection. Our representative, on our behalf, will complete a report on the mechanical and bodywork condition of the Vehicle including its odometer reading (and will take photographs to support this report as required). You or your representative will sign a copy of that report. Whether or not you or your representative sign the report we may charge the relevant Excess Mileage Charge and invoice you for any Unfair Wear and Tear as set out in clause 2.6 below.
2.6 We shall invoice you for the amount of the reduction in the resale value to a Vehicle returned at the end of the Period of Hire where the Vehicle is subject to damage which, in accordance with the Fair Wear and Tear Guide, would constitute Unfair Wear and Tear. All invoices for Unfair Wear and Tear charges must be paid by you by direct debit by the last working day of the month in respect of which the invoice has been sent.
3 Payments
3.1 You will pay the Initial Rental to us on or before the date of delivery of the Vehicle to you and you will pay the Rentals at the times detailed in the Key Financial Information on time and without previous demand.
3.2 All payments by you shall be for value on the date of payment and shall be deemed to have been made when received by us in cleared funds
3.3 Punctual payment is essential to this Agreement and if any payment remains due but unpaid after the date specified in any notice of default served on you by us under the Act, we shall take this to mean by your action that you no longer intend to observe the terms of this Agreement. Your obligation to make payments continues until this Agreement is terminated and you have paid to us any Termination Payment.
3.4 If you are late in paying any sum due to us under this Agreement you will pay us interest on that amount calculated on a daily basis from when it was due until it is paid at the rate of 5% per Annum.
3.5 All payments under this Agreement shall be made free and clear of any set-off or counterclaim and without any deduction or withholding whatsoever.
3.6 You shall pay all taxes or levies on the hire of the Vehicle other than the taxation of our income and profits.
4 Arnold Clark Finance Limited, the Services and Service Charge
4.1 Arnold Clark Finance Limited is a company that we use as a provider of Services. We shall provide, or shall procure the provision by Arnold Clark Finance Limited as Service Provider, the Services. In consideration of our providing or procuring the provision of the Services, you will pay the Service Charge at the same time (and in addition to) each Rental.
4.2 We reserve the right to change the Service Charge or request a separate payment only if the Vehicle road fund licence fee is altered during the period of hire by an amount that could not have been reasonably anticipated by us or any other changes occur which affect such similar fixed payments which are beyond our control.
4.3 The Service Charge does not cover the provision of any Vehicle maintenance costs if they result from neglect, abuse of and/or an accident with, the Vehicle.
4.4 There shall be no reduction of the Rental during the time required for any servicing, repair or rectification of a Vehicle or during the period pending termination as a result of a Vehicle being stolen, totally destroyed or damaged beyond economical repair.
4.5 If we are in breach of our obligation to provide or procure the provision of the Services or the Service Provider fails to provide the Services, you shall notify us and we shall be required to procure the provision of the Services by a replacement Service Provider. In such circumstances you shall continue to pay the Rentals to us under this Agreement free and clear of any set-off or counterclaim and without any deduction or withholding whatsoever.
4.6 If you have any issues with the Services please contact Arnold Clark Finance Limited on their Customer Services Hotline Telephone number 0141 648 1088. If they don't deal with the matter to your satisfaction then please contact us on the telephone number detailed in clause 13 below.
5 Excess mileage charges
5.1 On the date of return of the Vehicle to us the Actual Mileage will be ascertained from the odometer of the Vehicle.
5.2 If the odometer attached to the Vehicle has at any time during the period of hire failed to operate properly, you will inform us of the date of failure and the mileage recorded on the odometer on that date and the date on which the repaired or replaced odometer was refitted to the Vehicle.
5.3 We will estimate the mileage during the period of failure referred to in clause 5.2 above by:
(a) dividing the mileage recorded on the date of failure by the number of days from the delivery date up to the date of failure (Estimated Daily Mileage); and
(b) multiplying the Estimated Daily Mileage by the number of days during which the odometer failed to work properly (Estimated Mileage).
5.4 If, at the date of return of the Vehicle to us, the aggregate of the Actual Mileage and any Estimated Mileage exceeds the Basic Mileage, you will pay to us an excess mileage charge calculated by multiplying the amount that aggregate of the Actual Mileage and any Estimated Mileage exceeds the Basic Mileage by the Excess Charge.
6 Property and Risk
6.1 Property and ownership of the Vehicle will at no time pass to you.
6.2 You shall not hold yourself out as the owner of the Vehicle, sell, assign or charge the Vehicle or this Agreement, hire out the Vehicle or attempt to do any such things.
6.3 Risk in the Vehicle will pass to you immediately on delivery.
7 Use and Repair
You shall:
7.1 use or permit the use of the Vehicle for lawful purposes only, within the United Kingdom;
7.2 not permit the Vehicle to be used for racing or rallying or as a taxi or hire car;
7.3 not permit the Vehicle to be used for towing nor allow any towing equipment to be fitted to the Vehicle without our written consent not to be unreasonably withheld;
7.4 not make modifications to the Vehicle or fit or replace any non-standard parts or accessories;
7.5 not paint any words or logos on the Vehicle or otherwise alter the paintwork without our prior written consent and ensure that the bodywork is cleaned regularly to preserve its condition;
7.6 not abandon or part with possession of the Vehicle;
7.7 ensure the Vehicle is serviced at the manufacturer's recommended service intervals, and any other occasions when faults arise and will at all times ensure that the tyre pressures, oil and coolant levels and anti-freeze levels are maintained to the manufacturer's specifications;
7.8 ensure that a current MOT test certificate is obtained for the Vehicle when this becomes necessary and will not allow a Vehicle to be used without a current certificate in force where applicable;
7.9 allow us to inspect the Vehicle on reasonable notice;
7.10 at your own expense comply with and cause all persons operating the Vehicle to comply with all applicable statutory and any other legal requirements, and with all conditions of the insurance policies relating to the Vehicle; and
7.11 at your own expense comply with any directions, conditions or recommendations notified to you by us where we have received information or notification that the Vehicle is required to be returned to its manufacturer in order to rectify a defect.
8 Insurance
8.1 You shall keep the Vehicle insured with a reputable insurer on a fully comprehensive basis with no unusual excess and no exclusions for its full replacement value at your expense and we will require proof of this before we enter into this Agreement.
8.2 If you make an insurance claim, you must notify us immediately in writing.
8.3 You shall hold any insurance monies received in respect of the Vehicle on trust for us.
8.4 You must notify us as soon as possible of any damage to or loss of the Vehicle and provide us or your insurer (as applicable) with a true, complete and accurate statement of loss and any other information that the insurer reasonably requires in support of a claim. In the event that a claim is made, you must make every reasonable effort to protect the Vehicle from further loss.
8.5 We may apply any insurance monies that we receive (at our option) towards the cost of repair or reinstatement of the Vehicle or towards payment of any sum or sums due to us under this Agreement. You shall continue to pay the payments payable by you under this Agreement to us in full on the due dates for such payments notwithstanding any loss or damage to the Vehicle.
8.6 The provisions of this clause 8 shall continue in full force and effect notwithstanding the termination of this Agreement for any reason.
9 VAT
You shall pay to us VAT on all Rentals and any other sums due under this Agreement which attract the same at the prevailing rate when such Rentals and sums are due for payment.
10 Liability
10.1 You shall pay us the amount of any claims, liabilities, losses, damages, or expenses, including legal fees, and any liability resulting from legislation for the payment of fines or penalties for parking, driving or similar offences incurred by us relating in any respect to the Vehicle hired. Furthermore, we shall be entitled to charge you a reasonable administration fee.
10.2 You shall not make any representations and warranties at all in respect of the Vehicle and further, shall pay us the amount of any liability we may incur to a purchaser of the Vehicle in respect of the quality or fitness of, or any description or representation that may have been applied or made in relation to, the Vehicle by you or your employees or your agents.
10.3 We shall in no circumstances be liable to you for any loss of profit, loss of revenue, loss of use, loss of contract, loss of goodwill or increased cost of working.
10.4 Nothing in this Agreement shall limit or exclude our liability for:
(a) death or personal injury resulting from negligence; or
(b) fraud or fraudulent misrepresentation; or
(c) breach of any applicable terms implied by the Consumer Rights Act 2015.
10.5 Any amount payable under this clause shall be payable on demand.
10.6 We may vary the charges set out in the Key Information of the Schedule to reasonably reflect changes to the costs we incur as a result of defaults. We will give you 14 days' notice of any such change.
11 Termination
11.1 We may (subject to service of any notice required by the Act) terminate this Agreement if any of the following occur:
(a) any sum due by you to us under this Agreement or due by you under any other Agreement between you and us or an Associated Company is not paid in full within 14 days of the due date;
(b) you are in breach of any of your obligations to us under this Agreement, or if you are in breach of any of your obligations under any other Agreement with us or any Associated Company of us and, having been given a notice to put this right, you do not do so within 14 days;
(c) we become aware that any information supplied by you when entering into this Agreement was false in a material respect;
(d) you allow any diligence, distress, execution or other legal process to be levied
against any of your assets or the Vehicle;
(e) you become or are deemed to become insolvent or unable to pay your debts or cease or threaten to cease to carry on business;
(f) you enter into a voluntary arrangement or enter into an informal arrangement or composition with or execute a deed of assignment or trust for the benefit of your creditors of any of them, or an application for an interim order is present in respect of you, or you call a meeting of your creditors or any of them for the purpose of rescheduling any of your debt or you call a meeting of your members or creditors for the purpose of considering a resolution for voluntary winding up;
(g) an order or judgment of a court is made against you which is not satisfied in full within 21 days of when it is made or within 21 days of the date on which any appeal by you against such order or judgment is withdrawn or dismissed, if such an appeal is made within 21 days of when such order or judgment is made;
(h) you die (and, if necessary, a court order is obtained), become bankrupt, have a trustee in bankruptcy appointed or a petition is presented or an application is made for an interim order or a bankruptcy order or a voluntary arrangement is entered into with your creditors;
(i) if any procedure or step is taken or a court order is made in any jurisdiction in respect of you which has a similar effect to those in clauses 11.1(e) to 11.1(h) above;
(j) we otherwise believe that our rights in the Vehicle are prejudiced or put in jeopardy by the occurrence of any event or by any adverse change in your financial condition;
(k) the Vehicle becomes a Total Loss.
11.2 Our rights under clause 11.1 will also be exercisable if any guarantor of your obligations under this Agreement withdraws or terminates any guarantee it has given to us or if that guarantee turns out for any reason to be invalid.
12 Liability on Termination
12.1 Upon termination of this Agreement, you will (subject to the provisions of the Act):
(a) no longer have any right to keep the Vehicle and must return it to us. If you do not do so, we may repossess it.
(b) ensure that the Vehicle is returned in a fit and proper condition which is to be determined by us. If the Vehicle is not returned in a fit and proper condition, you will be liable for the cost of repair and rectification of the Vehicle to such a fit and proper condition as determined by us; and
(c) immediately pay to us as compensation and/or liquidated damages for breach of this Agreement, an amount equal to the aggregate of:
(i) any arrears of Rental, Service Charge and all other sums due but unpaid under this Agreement as at termination;
(ii) damages for any breach of obligation by you prior to termination (including without limitation putting the Vehicle in good repair and condition);
(iii) any additional interest due under clause 3.4; and
(iv) as agreed compensation for our loss of profit, a sum equal to 50% of the Rentals which would (in the absence of any termination) have fallen due between the date of termination and the expiry of the Period of Hire.
12.2 You must continue to make payments of Rentals and Service Charges until such time as we have received the Termination Payment set out above in full.
12.3 Before exercising our rights under clause 12.1, we shall send you a default notice where required under the Act.
13 Complaints
If you have a complaint about this Agreement or any aspect of the service we have provided please contact the Complaints Team at Close Brothers Limited, Olympic Court, Third Avenue, Trafford Park Village, Manchester M17 1AP, by e-mail to pch.support@closebrothers.com or by telephone on 0161 888 2818. Details of our complaint handling procedure may also be obtained from that address. If we are unable to resolve your complaint, you may be able to refer it to the Financial Ombudsman Service, Exchange Tower, London, E14 9SR or by email to complaint.info@financialombudsman.org.uk or by telephone on 0800 023 4567. Website address: www.financialombudsman.org.uk.
14 Miscellaneous
14.1 If this Agreement is signed by more than one Hirer, you are each jointly and severally liable under this Agreement. This means each of you will be fully responsible for all obligations and paying all money due under or as a result of this Agreement.
14.2 We may assign our rights and transfer our obligations under this Agreement provided that any such assignment or transfer does not result in a reduction in your rights. You may not assign or transfer your rights under this Agreement.
14.3 If the date for payment of any sum under this Agreement is not a day when banks in London are open for normal business (a Business Day), the payment will be taken on the next Business Day. If there is no corresponding date in the month, the payment will be taken on the next Business Day after that date.
14.4 No relaxation or indulgence which we may extend to you shall affect our rights under this Agreement, nor shall any waiver by us of any breach of this Agreement operate as a waiver of any subsequent or continuing breach.
14.5 Except as provided by the Act, any person (including the manufacturer or Supplier of the Vehicle or a dealer in them or a broker) by or through whom this Agreement was negotiated or who otherwise introduced you to us or who was involved in matters connected with the Vehicle or this Agreement is not and was not our agent. If the term 'agent' was used then it was in a descriptive sense only and did not connote any legal relationship.
14.6 English law will apply [unless your address is in Scotland, in which case, Scottish law will apply or your address is in Northern Ireland, in which case the law of Northern Ireland will apply. The nonexclusive jurisdiction of the English or Scottish courts or the courts of Northern Ireland (as appropriate) will apply.
14.7 All terms and conditions, correspondence and any communication from us will be in English.
14.8 You should be aware of the possibility that other taxes or costs may exist in addition to the sums referred to in this Agreement which are not a condition of the finance provided or imposed by us.
14.9 Any notice to be served on you shall be sufficiently served if sent by post, facsimile, electronic mail, or delivered by hand addressed to you at your usual or last known address or number, or address or number, as shown in this Agreement. Proof of dispatch will be conclusive evidence of receipt by you in the normal course of transmission.
14.10 Clause headings are for reference only and will not affect the construction of this Agreement. The singular includes the plural and vice versa. Any gender includes the other. References to statutes or statutory provisions shall include such statutes or provisions as amended or re-enacted from time to time.
14.11 If, at any time, any provision or any part of any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions (or parts) nor the legality, validity or enforceability of such provision (or part) under the law of any other jurisdiction will in any way be affected or impaired.
14.12 If your agreement was introduced to us by a broker, dealer or Supplier (third party), we will usually pay that third party a commission and this will normally be calculated as a percentage of the finance amount. We have no objection to you asking the third party for details of any commission payable.
By signing this Agreement you are consenting to us paying the commission to the third party. Close Brothers Limited is registered in England and Wales (company number 00195626) and its registered office is 10 Crown Place, London EC2A 4FT. Close Brothers Limited is authorised and regulated by the Financial Conduct Authority under Firm Reference Number 124750.