Broker Service Agreement
1.1 Definitions. In these conditions, the following definitions apply:
Contract : the contract between FLEETDRIVE and the Customer for the supply of Services in accordance with these conditions.
Customer : the person or firm who purchases Services from FLEETDRIVE.
Order : the Customer’s order for Services as set out in the Customer’s Purchase Order Form.
Services : a brokering service pursuant to which FLEETDRIVE will arrange for the purchase of the vehicle set out in the Order and, if required, broker a motor finance contract (Finance) to be entered into between the Customer and a leasing company.
Specification : the description of the required Services given to FLEETDRIVE by the Customer.
FLEETDRIVE : Fleetdrive Management Limited, registered in England and Wales with company number 02776514.
Vehicle: the motor vehicle to which the provision of Services relates.
2. BASIS OF CONTRACT
2.1 Any quotation given by FLEETDRIVE shall not constitute an offer, is only valid for a period of 14 days from its date of issue and is subject to changes including, but not limited to, the manufacturer’s vehicle price, VAT, residual values and interest rate changes.
2.2 The Order, together with a signed proposal for Finance (Proposal) if required, constitutes an offer by the Customer to purchase Services from FLEETDRIVE in accordance with these Conditions.
2.3 FLEETDRIVE retains the right to change the price set out in the Order either before or after the signed Order has been received by FLEETDRIVE. FLEETDRIVE will notify the Customer of any such change to the price and, if the change is not agreed, the Customer may cancel the Order.
2.4 Credit may be available to persons of 18 years and over and is subject to status and credit approval. Guarantees and indemnities may be required. By signing the Proposal and Order the Customer agrees that the leasing company will make a credit agency search against the Customer. FLEETDRIVE shall not be liable to the Customer for any refusal by the leasing company to accept the Order.
2.5 The Order shall only be deemed to be accepted when FLEETDRIVE has received the Order and the Service Agreement together with confirmation from the leasing company that Finance has been agreed and FLEETDRIVE issues written acceptance of the Order. At which point, and on which date, the Contract shall come into existence (Commencement Date ) and the Customer consents for FLEETDRIVE to immediately make arrangements with the manufacturer for the purchase of the Vehicle on the Customer’s behalf and the terms of the Finance agreement will apply to the purchase.
2.6 In the event that the manufacturer or the leasing company no longer has the Vehicle available for the price on which the Contract is based, FLEETDRIVE retains the right to change the price set out in the Contract. FLEETDRIVE will notify the Customer of any such change to the price and, if the change is not agreed, the Customer may cancel the Contract by notifying FLEETDRIVE in writing within 3 days of receiving notice of the price increase and, subject to clause 2.7 the Fee shall be retained by FLEETDRIVE but the Deposit shall be refunded to the Customer within 7 days of receiving such notice of cancellation.
2.7 In the event that the Customer cancels the Contract in accordance with clause 2.6 but places a new Order with FLEETDRIVE within 7 days of such cancellation the Fee and the Deposit shall be held by FLEETDRIVE as the Fee and the Deposit in respect of the new Order.
2.8 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of FLEETDRIVE which is not set out in the Contract. The vehicle specifications displayed on FLEETDRIVE’s website and advertising literature are taken from information supplied by the manufacturer and are for information purposes only. The Customer should verify such information with the manufacturer or franchised dealer. They shall not form part of the Contract or any other contract between FLEETDRIVE and the Customer for the supply of the Services.
2.9 The Services are covered by the Consumer Protection (Distance Selling) Regulations 2000 (Regulations). By entering the Contract the Customer consents for FLEETDRIVE to provide the Services immediately and waives its right to cancel the Services in accordance with the Regulations. 2.10 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.
3. SUPPLY OF SERVICES
3.1 FLEETDRIVE shall supply the Services to the Customer.
3.2 Upon receipt of the initial payment specified in the Order (or as otherwise amended in accordance with clauses 2.3 and 2.8 ) and any Finance documents requested by the leasing company FLEETDRIVE will arrange delivery of the Vehicle to your chosen destination.
3.3 FLEETDRIVE shall use all reasonable endeavours to ensure that any performance dates provided to the Customer are met but any such dates shall be estimates only and time shall not be of the essence for performance of the Services. The estimated delivery date specified in the Order represents the estimate provided by the manufacturer and FLEETDRIVE shall endeavour to keep the Customer updated in respect of any changes to such estimates.
3.4 Driven delivery to mainland England and Wales is free of charge. If the Customer does not consent to the Vehicle being driven to the delivery address the Customer shall notify FLEETDRIVE at least 7 days in advance of the estimated delivery date and the Customer may incur additional delivery charges and/or increased delivery time. Transported delivery or driven delivery outside mainland England and Wales may be subject to additional charges as specified in the Order (or as otherwise amended).
3.5 Upon receipt of the Vehicle the Customer shall sign a Delivery Acceptance Note (Note) and by signing the Note will be deemed to accept the Vehicle in good and undamaged condition. In the event that the Vehicle is damaged the Customer may refuse to accept delivery unless such damage was caused by the Customer.
3.6 In the event that the Vehicle is damaged (and such damage was not the fault of the Customer) and the Customer wishes to take delivery, any damage should be recorded on the Note before signing and FLEETDRIVE shall use its reasonable endeavours to arrange for the manufacturer to make good any damage in due course.
3.7 FLEETDRIVE shall refund the Deposit to the Customer within 2 working days of the Note being signed by the Customer.
3.8 FLEETDRIVE 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 FLEETDRIVE shall notify the Customer in any such event.
3.9 FLEETDRIVE warrants to the Customer that the Services will be provided using reasonable care and skill.
4. CUSTOMER’S OBLIGATIONS
4.1 The Customer shall:
(a) ensure that the terms of the Order and any information it provides in the Specification are complete and accurate;
(b) co-operate with FLEETDRIVE in all matters relating to the Services;
(c) provide FLEETDRIVE with such information and materials as FLEETDRIVE may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;
4.2 If FLEETDRIVE’s performance 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 ):
(a) FLEETDRIVE 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 FLEETDRIVE’s performance of any of its obligations;
(b) FLEETDRIVE shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from FLEETDRIVE’s failure or delay to perform any of its obligations as set out in this clause 4.2 ; and
(c) the Customer shall reimburse FLEETDRIVE on written demand for any costs or losses sustained or incurred by FLEETDRIVE arising directly or indirectly from the Customer Default.
5. LIMITATION OF LIABILITY
5.1 Nothing in these Conditions shall limit or exclude FLEETDRIVE’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
5.2 Subject to clause 5.1 :
(a) FLEETDRIVE shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or for any indirect or consequential loss arising under or in connection with the Contract including any losses that may result from a deliberate breach of the Contract by FLEETDRIVE; and
(b) FLEETDRIVE’s total liability 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, including losses caused by a deliberate breach of the Contract by FLEETDRIVE shall not exceed £150.
5.3 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.
5.4 This clause 5 shall survive termination of the Contract.
6. TERMINATION OF CONTRACT
6.1 If the Customer for any reason (except in accordance with clause 2.6 ) wishes to terminate the Contract he must inform FLEETDRIVE in writing and will incur an administration charge of £250 which shall be satisfied by the forfeit of the Deposit. The Customer shall also be liable to FLEETDRIVE for any additional cancellation fees or costs incurred by FLEETDRIVE in respect of the cancellation and such sum shall be paid to FLEETDRIVE within 14 days of FLEETDRIVE receiving written notice and any sum outstanding thereafter shall attract interest at a rate of 5% per annum above Barclays Bank plc base rate.
6.2 Without limiting its other rights or remedies, FLEETDRIVE 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 or breaches its obligations under this Contract.
7. DISPUTE RESOLUTION
7.1 The Customer shall at first instance attempt to resolve any complaints arising from the Contract informally by informing a representative of FLEETDRIVE of any complaints. In the event the dispute cannot be resolved informally then a formal complaint shall be made in writing to FLEETDRIVE and shall be dealt with in accordance with FLEETDRIVE’s complaints procedure.
7.2 In the event that the complaint is unresolved following the procedure set out in clause 7.1 the Customer shall have right to appeal to the Managing Director of FLEETDRIVE in writing. Only when the procedures set out in this clause 7 are exhausted may the Customer commence proceedings against FLEETDRIVE.
8.1 Force majeure:
(a) For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of FLEETDRIVE including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of FLEETDRIVE 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, default of suppliers or subcontractors or the unavailability of the Vehicle.
(b) FLEETDRIVE 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.
(c) If the Force Majeure Event prevents FLEETDRIVE from providing any of the Services for more than 4 weeks, FLEETDRIVE shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
8.2 Assignment and subcontracting:
(a) FLEETDRIVE may at any time assign, transfer, 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.
(b) The Customer shall not, without the prior written consent of FLEETDRIVE, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
(a) A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
(b) Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
(a) If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
(b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
8.5 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.
8.6 Variation: Any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by FLEETDRIVE.
8.7 Governing law and jurisdiction: This 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, English law, and the parties irrevocably submit to the exclusive.