Registration

DRIVELINE VEHICLE DELIVERY LIMITED

TERMS & CONDITIONS

This Agreement is made between Driveline Vehicle Delivery Limited (registered in England and Wales with company number 03958497) whose registered office is 10 Clumber Street, Hull, HU5 3RL (“the Supplier”) and you (“the Customer”)

The parties to this Agreement agree to the following terms and conditions which shall govern the Supplier’s provision of services and relationship with you the Customer.

Please click on the button marked "I Accept" at the end of these Terms if you accept them. If you refuse to accept these Terms, we will not supply you with our Services.

AGREED TERMS

Interpretation

    1. Definitions. In these Conditions, the following definitions apply:

      "Business Day";

      a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

      "Charges";

      the charges payable by the Customer for the supply of the Services in accordance with clause .

      "Commencement Date";

      has the meaning set out in clause 1.4.

      "Conditions";

      these terms and conditions as amended from time to time in accordance with clause 1.50.

      "Contract";

      the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.

      Customer Vehicle”;

      the vehicle or vehicles, belonging to the Customer, that are the subject of the Services;

      "Intellectual Property Rights";

      all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

      "Order";

      the order by the Customer for the supply of Services and setting out their requirements to the Supplier

      "Services";

      the services, supplied by the Supplier to the Customer as set out in the Order.

      "Supplier Materials";

      has the meaning set out in clause 1.13(f).

      Website”

      the Suppliers website www.drivelinevehicledelivery.co.uk

    2. Construction. In these Conditions, the following rules apply:

      1. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

      2. A reference to a party includes its personal representatives, successors or permitted assigns.

      3. A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

      4. Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

      5. A reference to writing or written includes faxes and e-mails.

Basis of contract

    1. The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.

    2. The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).

    3. The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.

    4. Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the catalogues or brochures of the Supplier, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

    5. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

    6. Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.

Supply of services

    1. The Supplier shall supply the Services to the Customer in accordance with the Order in all material respects.

    2. The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

    3. The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

    4. The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

Obligations of the Customer

    1. The Customer shall:

      1. ensure that the terms of the Order and any information in it is complete and accurate;

      2. co-operate with the Supplier in all matters relating to the Services;

      3. provide the Supplier, its employees, agents, consultants and subcontractors, with access to the premises of the Customer, office accommodation and other facilities as reasonably required by the Supplier for the performance of the Services;

      4. provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;

      5. obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start;

      6. where it is necessary for the Supplier to leave any all materials, equipment, documents and other property (Supplier Materials) at the premises of the Customer, the Customer shall keep it in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the written instructions or authorisation of the Supplier;

      7. The Customer guarantees that any Customer Vehicle presented to the Supplier for driving on the road is fit for purpose and is roadworthy and an MOT and any other relevant road safety certificate must be presented to the Supplier or their Employee upon request;

      8. The Customer shall ensure that any Customer Vehicle that is presented to the Supplier for driving on the road are covered by a commercial breakdown policy. A copy of certificate of breakdown policy must be presented to the Supplier or their Employee upon request. If no commercial breakdown policy is available then the Customer agrees to be responsible for costs consequential to the breakdown, including but not limited to any recovery costs and loss of earnings for the Supplier if by virtue of said breakdown the Supplier is prevented from completing further contracts;

      9. The Customer shall ensure that any Customer Vehicle that is being transported is safe and fit for transportation including but not limited to having no loose body parts that could, by nature of being transported, fall off or from the Customer Vehicle;

      10. If the Customer Vehicle is deemed, by the Supplier or their employee at their absolute discretion, not to be fit for transportation or to be driven, then the Supplier may refuse to provide the Services. If the Supplier refuses to provide the Services then the Supplier may, at their absolute discretion, charge an abortive fee for the time incurred attending at the Customers premises.

      11. The Customer shall ensure that any Customer Vehicle to be driven or transported is ready for the scheduled arrival of the Supplier.

    2. The Customer shall indemnify the Supplier in full for any losses incurred for any and all failures of the Customer to comply with its obligations under 4.1

    3. If the performance of the Supplier of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation ("Customer Default"):

      1. the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the performance of the Supplier of any of its obligations;

      2. the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the failure or delay of the Supplier to perform any of its obligations as set out in this clause; and

      3. the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default, including but not limited to loss of earning for being unable to carry out contracted work.

Charges and payment

    1. The Charges for the Services shall be on a time, mileage and materials basis:

      1. the Charges shall be calculated in accordance with the standard daily and mileage fee rates of the Supplier, available on request;

      2. the standard daily fee rates of the Supplier for each individual or vehicle transporter are calculated on the basis of a twelve-hour day;

      3. the Supplier shall be entitled to charge an overtime rate of 100% of the standard daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the 12 hour period referred to in clause 1.16(b); and

      4. the Supplier shall, at their absolute discretion, be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials; and

      5. the Supplier may, at their absolute discretion, charge the Customer a fee for delays greater than 60 minutes or longer (“Waiting Charge”).

    2. The Supplier reserves the right to increase its standard daily and mileage fee rates, provided that such charges cannot be increased more than once in any 3 month period. The Supplier will give the Customer written notice of any such increase 1 months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify the Supplier in writing within 1 weeks of the date of the notice provided by the Supplier and the Supplier shall have the right without limiting its other rights or remedies to terminate the Contract by giving 1 weeks' written notice to the Customer.

    3. The Supplier shall invoice the Customer on completion of the Services.

    4. The Customer shall pay each invoice submitted by the Supplier:

      1. within 30 days of the date of the invoice; and

      2. in full and in cleared funds to a bank account nominated in writing by the Supplier, and

time for payment shall be of the essence of the Contract.

    1. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being ("VAT"). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

    2. If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 8.50% per annum above the base rate of the Bank of England from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

    3. The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

Lien over Customer Vehicle

    1. The Supplier shall have a general lien on all Customer Vehicles and where applicable any cargo attached to the Customer Vehicle whether belonging to the Customer or not, in their possession, custody or control for all sums due at any time from the Customer, and shall be entitled to sell or dispose of such Customer Vehicles as Agent for and at the expense of the Customer and apply the proceeds in or towards the payment of such sums on 28 days notice in writing to the Customer.

    2. Upon accounting to the Customer for any balance remaining after payment of any sum due to the Supplier and the costs of sale or disposal, the Supplier shall be discharged of any liability whatsoever in respect of the goods.

Intellectual Property Rights

    1. All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier.

    2. The Customer acknowledges that, in respect of any third party Intellectual Property Rights, the use by the Customer of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.

    3. All Supplier Materials are the exclusive property of the Customer.

Confidentiality

    1. The Customer shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed by the Supplier, its employees, agents or subcontractors, and any other confidential information concerning the Supplier’s business, its products and services which the Customer may obtain.

    2. The Customer shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the Customer's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract.

    3. The Customer may also disclose such of the Supplier's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause shall survive termination of the Contract.

Limitation of liability

WARNING: you are strongly advised to read the drafting note commentary on this clause.

    1. Nothing in these Conditions shall limit or exclude the liability of the Supplier for:

      1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or

      2. fraud or fraudulent misrepresentation; or

      3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

    2. Subject to clause 1.31:

      1. the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

      2. the total liability of the Supplier to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Services paid by the Customer.

    3. The Supplier shall not be liable for:

      1. Any failures of a mechanical nature;

      2. Any damage to the Customer Vehicle windscreens caused by a third party including but not limited to stone chips;

      3. Any damage punctures to Customer Vehicle tyres caused by a third party unless as a direct consequential result of a road traffic accident;

      4. Any recovery costs for the recovery of a Customer Vehicle that has broken down;

      5. Any damage to paintwork or loose Customer Vehicle fittings caused either whilst driving or transporting the vehicle or in the loading or unloading of the vehicle onto a flat-bed trailer;

    4. Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

    5. This clause shall survive termination of the Contract.

Termination

    1. Without limiting its other rights or remedies, either party may terminate the Contract by giving the other party 1 months' written notice.

    2. Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

      1. the other party commits a material or persistent breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of receipt of notice in writing to do so;

      2. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

      3. the other party 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 other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

      4. 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 of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

      5. the other party (being an individual) is the subject of a bankruptcy petition order;

      6. a creditor or encumbrancer of the other party 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 its assets and such attachment or process is not discharged within 14 days;

      7. an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);

      8. the holder of a qualifying floating charge over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;

      9. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

      10. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 1.37(b) to clause 1.37(i) (inclusive);

      11. the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;

      12. the other party's financial position deteriorates to such an extent that in the opinion of the Supplier the capability of the Customer to adequately fulfil its obligations under the Contract has been placed in jeopardy; or

      13. the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

    3. Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment and fails to pay all outstanding amounts within 14 days after being notified in writing to do so.

    4. Without limiting its other rights or remedies, the Supplier may suspend provision of the Services under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 1.37(b) to clause 1.37(m), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

Consequences of termination

    1. On termination of the Contract for any reason:

      1. the Customer shall immediately pay to the Supplier all of the outstanding unpaid invoices and interest of the Supplier and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;

      2. the Customer shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the premises of the Customer and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;

      3. the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

      4. clauses which expressly or by implication survive termination shall continue in full force and effect.

Force majeure

    1. For the purposes of this Contract, "Force Majeure Event" means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier 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 plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

    2. The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

    3. If the Force Majeure Event prevents the Supplier from providing any of the Services for more than 2 weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.

General

    1. Assignment and other dealings.

      1. The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.

      2. The Customer shall not, without the prior written consent of the Supplier, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.

    2. Notices.

      1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first-class post or other next working day delivery service, commercial courier, fax or e-mail.

      2. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 1.45(a); if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.

      3. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

    3. Severance.

      1. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

      2. If one party gives notice to the other of the possibility that any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

    4. Waiver. A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

    5. No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

    6. Third party rights. A person who is not a party to the Contract shall not have any rights to enforce its terms.

    7. Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by the Supplier.

    8. Governing law. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.

    9. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).

Registered Office: Mail Only.
Vmoves Fleet Solutions (Driveline), Leonard House, 308 Winwick Road, Warrington, Cheshire, WA2 8JE
Office tel: 01925 650 650 (Option 2)
Office fax: 01925 652 619
driveline@vmoves.co.uk