TERMS AND CONDITIONS OF HIRE

1. HIRING
a) We (Dawsongroup truck and trailer limited) are hiring and you (the Hirer specified overleaf) are taking
on hire the Vehicle specified overleaf upon the terms and conditions set out in this Agreement.
"Vehicle" shall include any motor vehicle, trailer, semi-trailer, container, demountable body, any extras,
accessories, tyres, all component parts, tools and ancillary equipment (including operating books,
manuals and the such like) whether in or on the Vehicle together with all replacements or renewals.
b) You shall not sub-let, lend, sell, assign, or otherwise encumber or part with the possession or in any
manner deal with, dispose of, hold yourself out as the owner of the Vehicle (or any part). As mere
bailee you shall have no interest in the Vehicle.
c) We shall be entitled to replace the Vehicle at any time during the period of hire with another vehicle of
similar capacity at our sole discretion.
d) References in this Agreement to “Group Company” include our (i) ultimate parent undertaking, and/or
(ii) any subsidiary undertaking of our ultimate parent undertaking, and “parent undertaking” and
“subsidiary undertaking” shall have the meaning set out in section 1162 of the Companies Act 2006 as
amended.”

2. AUTHORITY
The person signing the Agreement shall be deemed to be your authorised signatory and shall have
sufficient authority to bind you to the Agreement.

3. DELIVERY AND AGENCY

a) Unless otherwise agreed by us in writing, delivery of the Vehicle shall take place at our premises and
you shall collect the Vehicle from us.
b) You shall inspect the Vehicle on delivery and ensure that the specification of the Vehicle as detailed
overleaf is correct before accepting delivery. Upon delivery of the Vehicle to you, we will produce an
electronic on hire inspection report confirming the condition of the Vehicle at the time of delivery. If you
fail to give us written notice of any defect or shortage or other objection relating to the Vehicle at the
time of delivery, it shall be deemed that the Vehicle is complete, that it accords with the description
detailed overleaf and that it is accepted by you.
c) Any time or date for delivery given by us is given in good faith, but is an estimate only. We shall not be
liable for any loss or damage whether direct, indirect, consequential (all three of which terms include,
without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like
loss) that you may suffer as a result of any delay in delivery.
d) You shall pay any costs of conveying the Vehicle to and from the place of hire, service, repair, or
replacement. Unless otherwise stated, this shall be the minimum sum of £2.00 per mile for any
collection and/or delivery charges.
e) All risk of loss or damage to the Vehicle shall pass to you upon delivery.
f) Your driver or any other person instructed to collect or receive the Vehicle shall for all purposes be
deemed to be your duly authorised agent. Where the person signing the Agreement on behalf of you is
not in fact you, the person warrants he is authorised to sign as agent for you and that he (and where
relevant his employer) shall remain liable under these terms and shall be jointly and severally liable
with you for any claims.

4. HIRE PERIOD
The minimum period of hire shall be specified overleaf (“the Initial Term”) and any part day arising upon
the return of the Vehicle shall be charged as a whole day. The Initial Term shall commence from the date
specified or delivery, whichever is later. Any date given for commencement or delivery is an estimate only
and we shall not be liable for any delay or failure to make delivery on such date or within such period. The
term of hire shall be automatically extended (“the Extended Term”) at the end of the Initial Term and at
the end of each Extended Term for a period equivalent to the Initial Term, unless you give us written
notice to terminate the Agreement, such notice to be given not earlier than one month and not later than
one week before the end of the Initial Term or the relevant Extended Term as the case may be. If the
Initial Term specified overleaf is greater than 12 months, the Extended Term shall be subject to a cap of
12 months on each occasion.

5. CHARGES AND PAYMENT

a) You shall pay us all of the hire charges and any other charges under this Agreement in the amounts
specified in cleared funds and on the due date to such account as we may specify and without any
 right of set off or to make deductions or withholdings whatsoever. Hire charges are based on payment
terms, standard specification and legislation at the time of signing the Agreement. We reserve the right
to amend the hire charge should the payment terms, specification and/or legislation change. In
addition, the amount of any increase in our operating costs, including (but not limited to) changes such
as an increase in road fund licence, shall be reflected in your hire charges which we reserve the right
to amend accordingly at our absolute discretion. Without prejudice to Clauses 11 (b), (c) and (d), until
such time as the Vehicle is safely returned to us you will continue to pay the hire charges by way of
recompense for the continued use of the Vehicle. We reserve the right to invoice at any intervals on
the basis of a fair and reasonable estimate of the time and kilometre charges likely to be incurred by
you and fuel charges and you agree to pay those estimated charges on receipt of such invoice. Once
the actual time and kilometre charges are known any apparent undercharge or overcharge shall
immediately be payable. The number of kilometres over which the Vehicle has been driven shall be
determined by reading the standard recording device attached to the Vehicle, by the manufacturers or
by us. For the avoidance of doubt, we include all replacement vehicles in our calculations of excess
kilometres. We also reserve the right to re-charge as appropriate our costs of meeting DVSA
compliance fees which are levied on us through test fees.
b) The specified hire charges shall be upwards only adjusted at twenty six week intervals in proportion to
any increase in the Freight Transport Association's published Index of Transport Costs (or if withdrawn
any other similar Index) over the preceding 12 months. In the event of any change after the
commencement date in the reference base used to compile such Index the figure taken to be shown in
the Index after such change shall be the figure that would have been shown in the Index if the
reference base current at the commencement date had been retained. We shall give written notice to
you of the increase to the hire charge (if any).
c) If we shall so require at any time you shall complete a banker's order, direct debit mandate, (or such
equivalent alternative as we shall stipulate from time to time) with which to effect payment of any sums
due and payable under the terms of the Agreement and you shall not revoke such payment method
without our express prior written agreement. Payment shall be made in the currency stated overleaf.
d) Unless otherwise agreed in writing, the due date for payment in respect of all sums payable by you
(with the exception of any advance charges) shall be 20 days from the end of month of invoice. A late
payment administration charge of £50.00 will be payable by you to us on first demand in respect of
any payment which fails to reach us by the due date (to include dishonoured cheques and cancelled
direct debits) or which is not paid by the agreed method of payment or currency, and thereafter the
charge shall increase to £75.00 for all subsequent failures.
e) If any sum payable under the terms of the Agreement (and whether the same shall be payable in
accordance with Clause 5 (a) or otherwise) is not paid by the due date for payment then we shall be
entitled (without prejudice to any of our other rights) to charge you interest on the arrears at the rate of
2% per month. Such interest shall accrue on a daily basis from the due date until the date of actual
payment of the overdue amount, whether before or after any judgment. You shall pay the interest
immediately on demand by us.
f) Punctual payment of all charges shall be the essence of the Agreement and we shall be entitled at our
discretion to deem the Agreement repudiated by you if any sum payable shall remain unpaid for more
than seven days after having become due.
g) You shall be liable to pay rental and all other payments due under this Agreement notwithstanding that
the Vehicle is unusable for any reason at any time during the period of hire and we shall not be liable
to provide you with a replacement during any such period.
h) We shall be entitled to off set your deposit against any liability between us or any Group Company and
you, howsoever arising.
i) It is your responsibility to request the return of your deposit from us. You must make a written request
for the return of your deposit within 60 days of the expiry of the hire of the vehicle to which the deposit
relates. The deposit will then be returned to you on the strict basis that there are no other outstanding
sums due from you to us or any Group Company. If you fail to claim in writing the return of your
deposit within 60 days, the deposit will then transfer to us and become our property.
j) We will take all reasonable steps to ensure that any overpayments made by you are returned to you
without delay, where such overpayments are reasonably apparent. Notwithstanding this, it is your
responsibility to request the return of any overpayments made by you to us. You must make a written
request for the return of an overpayment as soon as possible after the date of the said overpayment
and in any event no later than 60 days after the expiry of the hire of the vehicle to which the
overpayment relates. Where the overpayment is not because of an error on our part, we will refund the
overpayment less an administration charge of £50.00. If you fail to claim in writing the return of the
 overpayment within the aforementioned timescale, the overpayment will then transfer to us and
become our property.
k) We irrevocably appoint any third party paying charges on behalf of you to be your agent for the
purpose of us receiving all monies payable. If you require us to submit invoices for any sums payable
under this Agreement to an electronic invoicing system operated by a third party, we reserve the right
to charge you reasonable administration fees and you agree to pay such administration fees on
demand.
l) Unless otherwise agreed in writing, you agree to pay to us the minimum sum of £2.00 per mile for any
collection and/or delivery charges.
m) We reserve the right to charge you an administration fee of £1.50 per invoice for the supply of copy
invoices.
n) It is your responsibility to ensure that you issue us with an appropriate order number in respect of hire
and other charges in a timely manner. You must not unreasonably withhold or delay issuing the same.
If you fail to issue an order number in a timely manner or in our opinion you unreasonably withhold or
delay the same, we will continue to invoice the hire or other charges and you must pay us these
charges by your agreed method of payment and in accordance with your payment terms outlined in
Clause 5(d) above.

6. USE AND OPERATION

a) You shall not permit the Vehicle to be driven or operated in circumstances where the person so driving
or operating the same, or where the load carried, or where the state or condition of the Vehicle or
where any factor or consideration gives rise to circumstances in which a fully comprehensive
insurance policy covering inter alia or specifically the Vehicle and drawn on normal commercial terms
could be invalidated in part or in whole. In particular, you shall ensure that the Vehicle will not be used:
i) for the carriage of passengers for hire or reward;
ii) for any illegal purpose or in contravention of any legislation affecting the Vehicle, its use or
construction;
iii) to smuggle goods of any description;
iv) by any driver who does not hold a valid driving licence for the class of vehicle to which the
Vehicle belongs.
b) You shall ensure that all drivers and users of the Vehicle are completely familiar with the Vehicle’s
dimensions and are fully competent to operate the Vehicle and all component parts, and shall keep us
indemnified against all costs, claims, demands or loss of earnings from collision or other damage
which is due to insufficient regard or competence by the driver or user of such dimensions or
component parts.
c) You shall only use the Vehicle for purposes which are considered suitable by us and you will comply
with all legal and other obligations relating to the Vehicle's use and storage and in particular but
without limitation you shall be responsible for covering the Vehicle by an Operators Licence if required
and for complying with all conditions attached to the grant of such Licence. You shall be responsible
for and indemnify us in respect of any fines, legal costs, penalties and/or other associated costs which
we incur as a result of any failure by you to cover the Vehicle by an Operators Licence when you are
required to do so.
d) You shall distribute all loads evenly and you shall not carry loads in excess of the Vehicle's load
capacity, nor carry any goods which may damage the Vehicle or render it unfit to carry other goods.
e) You and/or any other person shall not remove or deface any plates or other markings or identity signs
placed upon the Vehicle by us.
f) You shall not use, take or cause the Vehicle to be taken outside the UK without our express prior
written agreement which will in no circumstances be granted for use outside the boundaries of the full
members of the EU. In the event that you are in breach of this provision, and without prejudice to our
other rights and remedies, you shall be obliged to pay us upon demand such surcharges and
additional costs, in addition to other hire charges, as we shall require.
g) You shall ensure that the provisions of the Immigration and Asylum Act 1999 are not breached. We
shall recover any fines, legal costs and/or penalties against you not only as if the same were a
liquidated sum but also on an indemnity basis.
h) You shall not permit the Vehicle to be seized or taken out of your possession or control under any
diligence, distress, execution or other legal process and in particular you shall not allow any repairer or
similar to obtain a lien on the Vehicle. If the Vehicle is so seized or taken or a lien obtained you shall
immediately notify us and you shall indemnify us against all loss, costs or charges incurred by us in
retaking possession or otherwise reacquiring the Vehicle or in acquiring a substitute therefor.
i) Without prejudice to any of the foregoing, you shall exercise all reasonable care and skill in and about
 the use of the Vehicle.

7. INSURANCE AND LIABILITY

a) You shall keep the Vehicle insured from either delivery or the commencement date, whichever is
earlier and ending at the time the Vehicle is safely returned to our custody and control. Such insurance
shall be for all risks including inter alia all loss and damage howsoever caused (including confiscation
or impounding of the Vehicle howsoever this occurs) to the full replacement value and in respect of all
liabilities to third parties of whatever nature and whether or not you are acting as carrier on a fully
comprehensive policy with reputable insurers free from restrictions and excess and will pay all
premiums and shall upon demand produce to us evidence of payment of the premiums and copies of
the policy. You shall cause the interest of us as owner of the Vehicle to be noted upon the policy and
shall procure that the insurers do not make any payments to you until our interest has been
discharged. You irrevocably appoint us to be your agent for the purpose of receiving all monies
payable under the policy or policies and for giving a good and full discharge.
b) If the Vehicle is adjudged by us to be lost, stolen or destroyed, or damaged beyond economic repair
(having received a report to this effect from any insurance assessor and/or repair agent as
appropriate, the costs of which shall be yours in any event) then for the purposes of Clause 7(a) the
full replacement value shall mean its fair depreciated value (as certified by us by reference to our
accounting policies) determined as at the date of such loss, theft, destruction or damage. Your
attention is drawn to the asset value specified overleaf, which is the value of the Vehicle at the
commencement of the Initial Term and the value from which we will calculate the fair depreciated
value in accordance with our depreciation policy . You acknowledge that the full replacement value
represents a justifiable and genuine pre-estimate of the financial loss we will incur in the event of the
loss, theft, destruction or damage of the Vehicle and agree to pay the full replacement value upon
demand if called upon by us to do so. We recommend that you advise your insurers at the
commencement of the Initial Term of your liability to pay the full replacement value under Clause 7
and that, if necessary, you take out a gap insurance policy to cover any potential shortfall between
your insurer’s valuation and the full replacement value.
c) In addition to your liability to pay the full replacement value of the Vehicle under Clause 7(b) above,
you also agree to pay us upon demand and indemnify us for all other costs associated with replacing
or repairing any loss of or damage to the Vehicle (whether or not recovery is made from your insurers)
which has occurred while it is in the custody or control of you (fair wear and tear only excepted) and to
indemnify us for costs, fines, charges or compensation arising from the existence and use of the
Vehicle during the period of hire.
d) If, in our reasonable opinion, the Vehicle is not fit to keep or place on hire as a result of any loss or
damage to or fault or deterioration in the Vehicle which has occurred while it has been in your custody
or control, then you shall continue to pay rental charges for such period as shall be required to effect
any repairs or other work necessary in order to return the Vehicle into a condition which, in our
opinion, is suitable for hire, following written authorisation from either you or your insurers to effect any
repairs. Alternatively, if the Vehicle is adjudged by us to be lost, stolen or destroyed, or damaged
beyond economic repair (having received a report to this effect from any insurance assessor and/or
garage as appropriate), then you shall continue to pay us rental charges for such period as it might
reasonably take for us to purchase a new replacement vehicle following receipt of the full replacement
value from either you or your insurers. Continuing rental charges shall be payable at the current daily
hire charge for the Vehicle for each day in question. Your liability to pay continuing rental charges is
additional and separate to your other liabilities under Clause 7 and you are not entitled to offset one
liability against the other. In particular, your obligation to pay continuing rental charges is separate to
your obligation to pay us the replacement value of the Vehicle under Clause 7(b) above.
e) We shall not be liable to you for any loss (whether direct or indirect) including loss of profits, business
or anticipated savings, or for any indirect or consequential loss or damage to you, any third party or to
third party property caused by the delay, failure, breakdown, malfunction, use or other circumstance,
whether similar or not of the Vehicle or any component part during the period of hire (other than death
or personal injury resulting from our negligence or that of our employees or agents) and you agree to
indemnify us against such loss.
f) We accept no responsibility for any loss, delay and damage howsoever caused to any goods or
articles carried, deposited or left standing in or on the Vehicle or at the premises of yourselves and you
agree to release and indemnify us from and against all claims whatsoever arising. This is because you
selected the Vehicle in reliance of your own skill and judgment and acknowledge that we are not the
manufacturers.
g) You will at our request, do all that is required by us for the enforcement of any rights or remedies
 against other parties that we may have in connection with the Vehicle.
h) At our discretion we may by giving you seven days’ notice take over responsibility of your or a
separate insurance policy and you shall reimburse us in full.

8. ACCIDENTS AND PROSECUTIONS

a) You shall immediately report any accident, loss or damage, or knowledge of any pending Inquest or
Fatal Accident Claim or the like involving the Vehicle to us and the insurers, and also to the Police or
other appropriate authority within the time prescribed by law. You shall supply such information,
drawings and assistance in connection with the accident, loss or damage as we or insurers may
require.
b) All charges and/or fines involving the Vehicle, howsoever caused and howsoever arising, incurred
during the period it is in your custody or control in relation to the following (such list being without
limitation) shall be your responsibility, irrespective of whether the party issuing the fine fails or refuses
to accept the transfer of liability from us to you, and you shall indemnify us in full in respect of all such
matters, including any additional costs for administration and/or late payment charges which may be
levied against us:
i) any parking, lighting, loading or unloading offence;
ii) any breach of the Vehicles (Excise) Act 1971;
iii) any excess charge incurred under the Road Traffic Regulation Act 1984;
iv) any charges made by the UK Border Agency (or any other Government department with
responsibility for such matters) as a result of the seizure of the Vehicle together with any loss
arising whilst the Vehicle is unavailable for rental by us;
v) any liability arising under any Congestion Charging Order;
vi) any breach of any Road Traffic Legislation or Regulations; &
vii) any liability arising under any other Act or Regulation amending, revising or replacing existing
Legislation.

9. REPAIRS AND MAINTENANCE

a) You shall be responsible for keeping the Vehicle roadworthy and carrying out all necessary daily
running maintenance tasks and safety checks including but without limitation all actions stipulated
within the daily check list sent to you after you take delivery of the Vehicle. The Vehicle shall not be
used nor operated in a manner likely to cause undue wear and tear or depreciation, nor shall the
Vehicle be used or operated whilst it is not roadworthy or liable to cause damage to any person or
property.
b) You shall immediately report to us every defect in or want of repair to the Vehicle arising or becoming
apparent during the Hire Period and shall make the Vehicle available to us for the purpose of effecting
any necessary repairs or servicing.
c) You shall not without our consent repair or service the Vehicle or permit any other person so to do and
in no circumstances shall permit any lien for repairs to be incurred. Any cost incurred for such repair or
service without our consent shall be your responsibility. In the context of this Clause you acknowledge
that such consent shall consist only of our official written order the extent of which shall be limited
solely to its contents.
d) Alterations, additions or modifications of any kind are not permitted to the Vehicle, the engine
transmission or to the bodywork, or any extra equipment.
e) You are responsible and shall reimburse and indemnify us upon demand for all excessive wear, loss,
blockage, fuel starvation, lubricant or coolant content inadequacy, incorrect use, excessive cleaning,
fuel or AdBlue contamination, incorrect fuel use, load spillage, deterioration, corrosion and damage of
whatsoever nature (fair wear and tear only excepted) to the Vehicle and/or tools, accessories,
equipment, wheels and tyres whether in or on the Vehicle and you shall pay to us on demand the cost
of repairing and/or rectifying any such damage, as determined by us or our appointed repair agent.
f) For the purpose of these conditions, the phrase fair wear and tear shall be taken to include scratches
and scuffs to bumpers, stone chippings on the front and low side of the Vehicle, and minor scratches
to paintwork if the paint surface is not broken. The following will not constitute fair wear and tear –
scrapes and scratches to the paintwork where polishing will not restore the finish and repainting is
necessary and dents or other impact damage to bodywork or bumpers; broken or cracked glass and
any tears, rips, cuts to seats, interior trim carpets and headlining and any stains resulting from oil,
glue, chemicals or other matter which cannot be removed from the Vehicle, excessive tyre shoulder
wear, and any damage wear and tear which is excessive having regard to the mileage recorded on
each Vehicle.
g) The cost of effecting repairs to or replacing tyres due to punctures, blowouts, impact damage or
 incorrect inflation howsoever occurring and whatsoever the cause shall be your responsibility and you
shall reimburse us in full in respect of all such costs. In addition, the costs of repairing/replacing
damage to wheels, valves and any components fitted to the wheels howsoever occurring and
whatsoever the cause shall be your responsibility and you shall reimburse us in full in respect of all
such costs. You shall also be liable for the costs of all water, coolant, hydraulic fluid and lubricant top-
ups. The replacement of light bulbs and fuses and the costs thereof shall be your responsibility.
h) You shall pay for any tyre tread depth loss during the period of hire, which shall be measured by the
millimetre shortfall in depth divided by the millimetres usable depth when used and multiplied by the
current price of a new tyre.
i) In the event of a dispute between us and you in relation to a claim for repairs to the Vehicle (for
example liability for damage or the cost of repairs), we shall at our sole discretion instruct a third party
assessor (nominated solely by us) to produce a report. If the third party assessor finds that you are
liable for the claim for repairs (in part or in whole), you shall be liable for the full cost of the report.
j) Where the Vehicle or its component parts become due for service or testing in accordance with the
manufacturers recommended service intervals or Department for Transport requirements you shall
deliver the Vehicle to the premises from which it was hired or to such other address as we shall
reasonably require and the cost of conveying the Vehicle to and from the place of service, repair or
testing shall be your responsibility and such costs shall be recoverable from you forthwith as if the
same were a liquidated debt. You shall also be responsible for any costs arising from or caused by
your failure to make the Vehicle available for service or testing at the time requested by us. When you
deliver a vehicle for service, testing or repair you shall be responsible for ensuring the Vehicle is empty
of personal belongings and/or third party property. This is because items left in the Vehicle can cause
damage to the Vehicle when it is moved for inspection, for example damage to a tractor unit cab
window. We accept no liability for any damage or loss to property left in the Vehicle or for damage
caused to the Vehicle by items which are left in the Vehicle by you.
k) Where we suffer additional charges in carrying out maintenance, repair or tyre replacement obligations
due to the Vehicle being made available to us by you outside of our normal working hours, or to a
location other than that reasonably designated by us, or in respect of the costs of call-outs to
breakdowns when the Vehicle could reasonably in our opinion have been delivered to a workshop by
you, or where no fault is found, the additional charges shall be your responsibility.
l) If the Vehicle requires to be recovered in the event of a breakdown we shall only be obliged to recover
the Vehicle to a repair agent designated by us. If you require the Vehicle to be recovered to an
alternative address, we may do so but the additional costs for recovering the Vehicle to an alternative
address shall be your responsibility.
m) Subject to the provisions of Clauses 6, 7 and 9 we shall be responsible for costs of effecting repairs to
or servicing the Vehicle or replacing tyres due to normal wear and tear.

10. DEFAULT AND EARLY TERMINATION

a) We shall have the right to terminate the Agreement forthwith by giving written notice to this effect to
you and to forthwith repossess the Vehicle if: -
(i) any sum payable by you to us under this Agreement is not received by us within 7 days of the
due date for such payment;
(ii) you fail to comply with your insurance obligations as set out in clause 7 of this Agreement;
(iii) you breach any of your obligations under this Agreement and, in the case of a remediable
breach, such breach is not remedied within 7 days of us giving you notice specifying the
breach and requiring the same to be remedied;
(iv) you persistently fail to pay hire or other charges in accordance with the payment terms
specified in Clause 5.
(v) we have good cause to believe that you are intending to use the Vehicle outside the UK
without our written consent;
(vi) you are in breach of any other present or future agreements with us or any Group Company.
b) We shall have the right to terminate the Agreement immediately and without notice if we have bona
fide doubts in regard to your financial position or (without prejudice to the foregoing) upon any
judgment being had and obtained against you or if you shall be or become the subject of an order for
bankruptcy, or insolvent, or call a meeting of or make any arrangement or composition with your
creditors, or have any execution or distress levied against you, or go into liquidation or have a petition
for compulsory winding up presented against you, or have an administrator (whether appointed by a
Court or by yourselves) or a receiver appointed over the whole or any part of your undertaking or
assets.
c) Alternative to our right to terminate the Agreement in accordance with Clause 10(a) above, in the
event that any of the circumstances in Clause 10(a) (i) to Clause 10(a) (vi) above occur, we shall have
the right to demand from you (and you shall be obliged to pay to us) a security deposit to a value
decided by us but in any event not exceeding the equivalent of three months’ hire charges. For the
avoidance of doubt, this security deposit will be additional to any deposit sums you have already paid
to us.
d) In the event that either i) prior to the expiry of the Initial Term or any Extended Term (as the case may
be) or ii) prior to delivery of the Vehicle to you, the Agreement is terminated by you for any reason or
by us under Clause 10(a) or (b) above we will only release you from your obligations upon payment by
you of a sum equal to all loss and/or damage suffered by us. Such loss and/or damage to be
calculated as all hire charges, interest and other payments which were due to be paid before the
termination date of the Agreement but not yet paid plus any excess kilometres charge and the rest of
the hire charges that you would have paid over the full period of hire discounted at a rate of 1% under
Barclays Bank base rate to reflect early receipt plus any costs and expenses incurred by us in
locating, repossessing or recovering the Vehicle, alternatively, if for any reason we do not get the
Vehicle back, the depreciated value of the Vehicle at the date of expiry as assumed by us when we
calculated the hire charges. Furthermore, the Deposit paid by you (if any) shall be forfeited and treated
as a contribution towards the loss and/or damage suffered by us without prejudice to our right to
recover from you such loss and/or damage which we may suffer or incur by your default. You
acknowledge that the above represents a justifiable and genuine pre-estimate of the financial loss we
will incur in the event of the early termination of the Agreement and you agree to pay us such sum
upon demand.
e) In the event you become the subject of an order for bankruptcy, or insolvent, or call a meeting of or
make any arrangement or composition with your creditors, or have any execution or distress levied
against you, or go into liquidation or have a petition for compulsory winding up presented or an
administration order made against you, or have a receiver or administrative receiver appointed over
the whole or any part of your undertaking or assets or we have bona fide doubts regarding your
financial position we shall (without prejudice to any other rights of recovery) offset your deposit against
any debt owed to us or any of our Group Companies.

11. TERMINATION
a) You may terminate this Agreement by giving us written notice, not earlier than one month and not later
than one week before the end of the Initial Term, to take effect on the expiry of the Initial Term. If you
fail to give us written notice in accordance with the foregoing, then the provisions of clause 4 will apply.
We shall have the right to terminate the Agreement without notice at any time after expiry of the Initial
Term.
b) For the avoidance of doubt, where you retain possession and continue using the Vehicle after expiry of
the Initial Term or the Extended Term with our consent then your duties and obligations under the
Agreement (including but without limitation to the payment of hire charges) shall continue in full force
and effect until the Agreement is terminated by either party in accordance with Clause 11 (a) or by us
in accordance with Clause 10 (a) or 10 (b). This Clause shall not confer upon you any right
whatsoever to the continued use or possession of the Vehicle.
c) Upon termination of the Agreement for any reason and in any manner whatsoever you shall forthwith
return the Vehicle (between 09:00 and 17:00 Monday to Friday excluding public holidays) to us in our
standard livery (details of which are available upon request) and in as good condition, cleanliness and
working order (fair wear and tear only excepted) as when received from or via us at the
commencement of the Hire Period by leaving the Vehicle at our premises from which it was hired, or at
such other address as we shall reasonably require, at your expense and risk. Furthermore, you shall
return the Vehicle to us with the same amount of fuel and AdBlue as when received from or via us at
the commencement of the Initial Term. If the Vehicle is returned with less fuel and/or AdBlue you shall
pay for the shortfall, to be charged at our current rate per litre as determined by us at the date of
return. In addition, you shall ensure that on the day of return the Vehicle has sufficient levels of oil,
water, coolant, hydraulic fluid and lubricant (as per the hirer’s daily check list). We will complete an
electronic off hire inspection report upon return of the Vehicle to confirm the condition of the Vehicle.
However, this does not limit us from making a more thorough check of the Vehicle within a reasonable
time period and bringing any less apparent defects to your attention which shall be your responsibility.
The Vehicle shall remain at your risk until it has been off hired and you shall ensure that insurance
cover for the Vehicle remains in force failing which you shall be liable for any loss or damage which
may occur.
d) In the event that you do not return the Vehicle upon termination of the Agreement and in so doing
 retain possession of the Vehicle without our prior consent then we shall be entitled without notice to
enter into or upon any premises or land where the Vehicle might be and use all such lawful force as
shall be necessary to effect recovery. Any action we take shall not prejudice our rights to recover from
you any monies due to us under the Agreement or damages for any breach together with all legal and
other costs relating to the recovery of the Vehicle and monies due.
e) You undertake to remove all of your property or any third party property from the Vehicle upon
termination of the Agreement before the Vehicle is returned to or recovered by us. No liability
howsoever arising shall be incurred by us in relation to any loss of or damage to property remaining in
or upon the Vehicle after such termination which property (if any) we shall at our discretion be entitled
to dispose of. In the event of such disposal or in the event of any loss or damage (howsoever caused)
to such property you shall indemnify us against all claims and demands made by any third party.
Furthermore, you shall indemnify us in full in respect of any costs incurred by us in disposing of such
property.
f) Any provision of this Agreement which expressly or by implication is intended to come into or continue
in force on or after termination of this Agreement shall remain in full force and effect. Termination of
this Agreement shall not affect the accrued rights, remedies, obligations or liabilities of the parties
existing at termination.

12. OTHER TERMS

a) The Agreement and any interest may be assigned by us at any time and by you only with prior written
consent of a Director of ourselves and shall be binding on the successors in title and assignees of the
parties.
b) Any delay or failure by us to exercise any right or remedy shall not constitute a waiver of it and any
right or remedy may be enforced separately or concurrently with any other right or remedy now or in
the future to the effect that any such rights are cumulative and exclusive of each other. The rights and
remedies provided under this Agreement are in addition to, and not exclusive of, any rights or
remedies provided by law.
c) We shall be relieved of any of our obligations to the extent that performance is prevented, frustrated,
impeded or delayed in consequence of any Act of God, consequence of war, insurrection, terrorism,
confiscation, requisition, destruction of or damage to the Vehicle by or under the order of any
government or public or local authority, riots, civil commotion, strikes whether or not by our employees,
lock outs or stoppage of or restraint of labour from whatever cause whether partial or general, fire or
any cause whether or not a like or similar nature beyond our control. Provided that in the event of us
being relieved from an obligation to supply or repair any vehicle or to provide any replacement vehicle
you shall not be liable for hire charges in respect of such vehicle or replacement vehicle during the
period of relief.
d) If for any reason the Vehicle is not readily available at the time of commencement of the Hire Period or
becomes unusable during the Hire Period we shall have the right at our absolute discretion to replace
that Vehicle with an alternative vehicle of similar capacity and performance.
e) If either party changes its registered office and/or normal place of business prior to the termination of
the Agreement it shall give written notice of the change to the other. Any notice or demand shall be
given in written English addressed to us at our registered office and you at your registered office
and/or normal place of business. Such notice or demand (other than money) shall be deemed to be
received i) if sent by post 48 hours after posting, providing that the address is properly stated and first
class postage is pre-paid; and ii) if sent by email, at the time of transmission, or, if this time falls
outside business hours in the place of receipt, when business hours resume. In this clause, business
hours means 9.00 to 17.00 Monday to Friday on a day that is not a public holiday in the place of
receipt. This clause does not apply to the service of any proceedings or other documents in any legal
action or, where applicable, any arbitration or other method of dispute resolution.
f) This Agreement 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. The parties irrevocably agree that the courts of
England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or
in connection with this Agreement or its subject matter or formation (including non-contractual disputes
or claims).
g) If any Court or competent authority finds that any provision of this Agreement (or any part of any
provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent
required, be deemed to be deleted, and the validity and enforceability of the other provisions of this
Agreement shall not be affected.
h) Any information held about you or about negotiations may be held by us (even after satisfaction of
 your obligations), used for credit assessment, registered with credit agencies, used to assist fraud
prevention and to trace debtors, disclosed to actual or potential assignees or disclosed to our holding
company or any associated or subsidiary company of the holding company. Save as aforesaid the
parties undertake to keep confidential the terms of this Agreement. In addition, for the purposes of the
Freedom of Information Act 2000 you acknowledge that the information contained in this Agreement is
confidential and commercially sensitive and must not be disseminated without our prior approval.
i) In this Agreement the clause headings are inserted for convenience only and the singular includes the
plural (vice versa).
j) This Agreement will embody the entire agreement between us in relation to its subject matter unless
such variations are recorded in any document marked as being supplemental and signed by a duly
authorised signatory of you and by a Director of us.
k) Both parties agree that no third party rights shall be created or granted by this Agreement (including
but not limited to the Contract (Rights Of Third Parties) Act 1999).

DGTT 02/18