Master Hire Agreement

RECITALS

(a) The Lessor has agreed to hire to the Lessee, and the Lessee agrees to take on the hire Vehicles, upon the terms and conditions set out below and in the attached schedules, which together, will form the Lease Contract.

WHEREBY IT IS AGREED

1. DEFINITIONS

1.1 In this Agreement and the Schedules the following expressions shall bear the following meanings unless the context otherwise requires;

1.1.1 ‘Agreement Period’ means the period from the date this agreement is signed and accepted, up to the day on which the last Vehicle is returned to the Lessor under the terms of this Agreement;

1.1.2 ‘Delivery Date’ means the point at which the Lessee takes delivery of a Vehicle and accordingly commits to take on the rental of that Vehicle.

1.1.3 ‘Business Day’ means a day upon which the banks are open for the transactions of normal banking business in the City of London (other than a Saturday or Sunday);

1.1.4 ‘The Leasing Programme’ means the Lessor’s short- term lease program;

1.1.5 ‘The Letting’ means the hiring of the Vehicle hereunder;

1.1.6 ‘The Payment Date’ means the date on which is the monthly anniversary of the lease.

1.1.7 ‘Rental’ means the rental payable by the Lessee for the use of the Vehicles under this Agreement in the amounts set out in respect of each derivative vehicle and shown in the Schedule to Master Hire Agreement and the monthly invoices. The Rental payable shall accrue on the date of delivery;

1.1.8 ‘Vehicles’ means Motor Vehicles as specified in the attached schedules.

1.1.9 ‘The Price List’ means CAP and Glasses trade list guides.

1.2 The schedules numbered 1, 2 and 3 attached hereto form an integral part of the agreement.

1.3 The headings to provisions of this agreement are inserted for convenience only and shall not affect its meaning.

1.4 References to clauses, sub-clauses, paragraphs and schedules are, unless otherwise stated, references to clauses, sub-clauses and paragraphs of the schedules to this Agreement.

1.5 Words importing the singular include the plural and vice versa, words importing one gender include any other gender and references to persons include individuals, firms, companies and other associations or bodies of persons, and any governmental, state or agency of a state in any case whether or not having a separate legal personality.

1.6 Any reference in this Agreement to any statute or statutory provision includes any regulation, statutory instrument or other subordinate legislation made under or pursuant to it and shall be construed as a reference to such statute or statutory provision as it may have been, or may from time to time be amended or modified.

1.7 The Lessor reserves the right to modify the terms under which the Vehicles are supplied pursuant to this Agreement in the event that legislation is introduced during the term of the Agreement which limits or otherwise regulates the terms upon which associated companies of motor vehicle manufacturers may supply their products to fleet or other Lessees. The Lessor shall use its reasonable endeavours to give as much advance information and notice of any such proposed modification as soon as reasonably possible and such modification shall not, in any event, be retrospective. Upon receiving such notice the Lessee may, if it wishes, by giving thirty days’ written notice withdraw from the Agreement provided that it has fulfilled all of its obligations under this agreement up to the point of withdrawal.

2. COVENANT TO HIRE

2.1 The Lessor shall let and the Lessee shall take on lease, the Vehicles upon the terms and conditions set out in this Agreement. Subject to compliance by the Lessee with all the obligations under this Agreement the Lessor warrants to the Lessee that the Lessee may peaceably hold and retain the Vehicles throughout the Agreement Period without interference from the Lessor or any person claiming title through the Lessor.

3. PERIOD AND APPROPRIATION

3.1 The Vehicles will be supplied by the Lessor to the Lessee for a period and contract mileage as detailed in the Vehicle Schedules to the Master Hire Agreement, excess mileage will be charged for any miles in excess of that contracted. If any Vehicle is retained by the Lessee beyond the period contracted the Lessor will charge Rentals at twice the daily rate in respect of the Vehicle in question from the end of the contracted period until such time as the Vehicle is returned in accordance with the provisions of this Agreement, see Schedule 2.

3.2 Vehicles will be provided in accordance with the Lessee’s instructions and Leasing Programme. Any changes to the agreed specification of the vehicles within the Leasing Programme must be confirmed in writing. Change of specification may incur a retrospective and future increase in rental charges.

3.3 The Lessee will be advised by the Lessor or its agent of an approximate delivery date for the vehicle/s, an actual date will be confirmed once the vehicle has been prepared by the Lessor or its agent and is physically available for delivery. Rentals will commence upon delivery; should such delivery be delayed beyond a reasonable period by the Lessee, then the Lessor reserves the right to commence charging rentals immediately. The Lessor will not be held responsible for any delayed delivery whatsoever and all vehicle availability is subject to Manufacturer supply constraints.

4. RENTALS AND PAYMENT

4.1 The Lessee will pay each Rental monthly in advance. The Rental payments will be made on the Payment Date. Rental payments will stop on the return by the Lessee of the Vehicle in accordance with the provisions of schedule 2.

4.2 All Rentals due by the Lessee will be made to the Lessor by way of standing order into the bank account of the Lessor (or any subsequent bank account the Lessor may notify to the Lessee in due course). Should the payment not be honoured, for whatever reason, an administration fee not exceeding £100 plus VAT may be charged, unless otherwise agreed. All account payments shall be paid in cleared sterling by electronic transfer for value on the due date for payment in full without any deductions or withholdings whatsoever (unless required by law) and free from any rights of set off or counterclaim, together with VAT where appropriate.

4.3 Should the Lessee fail to make any payments of Rental or any other sum payable to the Lessor hereunder upon the due date for payment thereof the Lessee shall pay to the Lessor interest thereon or on so much thereof as shall from time to time remain outstanding at a rate of four per cent per annum above the Bank of England current base rate calculated on a day to day basis from the due date until the date of payment as well as after as before any judgement or the commencement of winding up. Please note: non-payment of rental funds due within a 48-hour window from the due date of payment requested may result in repossession with no refunds given.

4.4 If at any time and on a pro rata basis, the Lessor becomes aware that the total mileage covered by the vehicle, exceeds or is likely to exceed the contract mileage, by more than 20% the Lessor may \adjust the monthly payment to take account of the anticipated excess mileage charges that will accrue at the end of Agreement Period. The Lessor will inform the Lessee of the adjusted rentals in writing.

4.5 Lessors hereby represent that a certain subset of vehicles in the used car fleet ("used vehicles") may have previously sustained damage and have been Categorised, whether of a structural or cosmetic nature, potentially as a result of usage under a previous lease agreement. Such damage has been professionally remediated to ensure the vehicle's safe operation and road-worthiness. Each of the Subject Vehicles has undergone a comprehensive inspection by qualified technicians who have verified and certified their safety and operational integrity.

Cat S (formerly Cat C) The vehicle sustained structural damage but can be repaired and driven.

Cat N (formerly Cat D) The vehicle sustained cosmetic or very minor, repairable damage.

Subject to all applicable laws and regulations, Lessors further represent that the restoration procedures performed on these Used Vehicles meet or exceed industry standards, notwithstanding the existence of prior damage. Complete documentation outlining the nature of any such previous damage, as well as the remediation steps undertaken, is available upon request, consistent with Lessors' policy of full transparency.

It is expressly understood that this disclosure is made as part of Lessors' commitment to providing a diverse range of leasing options to Lessees, and ensuring their absolute confidence in the safety and performance of used vehicles we have available for lease.

5. PREPARATION AND DELIVERY OF VEHICLES

5.1 The Lessor shall arrange for the Vehicles to be prepared in accordance with the usual pre-delivery inspection standards (the ‘PDI’). The cost of this shall be borne by the Lessor or its agent provided that this work is carried out by the Lessor or its agent.

5.2 The Lessee agrees to take delivery of the Vehicles on behalf of the Lessor the cost of which delivery shall be borne by the Lessor.

5.3 The Lessee or its agent shall inspect the Vehicles on delivery to check that they are in a satisfactory condition and in accordance with the ordered model. Any discrepancy or damage must be noted by the Lessee or its agent on its behalf at the time of delivery on the delivery documentation. Failure by the Lessee or its agent to do so will result in the Lessee being deemed to have accepted the Vehicles and conclusive proof that the Vehicles have been examined and found to be complete, in good working order, according to specification and in every way satisfactory to the Lessee for the purposes of this agreement. Whilst every endeavour will be made to ensure delivery of a specified colour, this cannot be guaranteed, and this will not be construed as a reason for cancellation of this agreement.

6. RISK

6.1 The Lessee shall bear the entire risk of loss, damage or destruction to the Vehicles from any cause whatsoever as from the date of delivery until such time as the Vehicles are returned to the Lessor or collected by the Lessor in accordance with the provisions of this Agreement.

7. INSURANCE

7.1 The Lessee shall;

7.1.1 Insure the Lessee and the Lessor against all liability to third parties and/or to employees of the Lessee arising in connection with the use of the Vehicles and shall (without prejudice to the generality of the foregoing) effect any insurances which may be required by law; and

7.1.2 Ensure that such policy or policies are taken out and maintained with an appropriate firm of insurers and contain provisions that the insurance shall not be invalidated by any act or omission by the Lessee which might otherwise amount to a breach of the terms and conditions of the policy and that at least thirty days prior written notice shall be given to the Lessor if the Lessee or the insurance company wish to cancel, terminate or not to renew any such insurance and that a note of the Lessor’s interest in the policy or policies is endorsed thereon.

7.1.3 Pay punctually all premiums due for such insurance and produce to the Lessor on request the policy or policies of such insurance together with evidence of payment of premiums and in the event that the Lessee shall fail to make payment of the premiums upon the due date under any such policy or policies of insurance or on any other default by the Lessee under his clause the Lessee agrees to reimburse the Lessor forthwith upon demand any sums paid by the Lessor to effect or maintain such insurance (the Lessor however being under no obligation to effect or maintain such insurance); and

7.1.4 Deliver to the Lessor within thirty days of the date hereof a copy of the insurance cover note, certificate, policy or acknowledgment showing that the interest of the Lessor or any person the Lessor may reasonably nominate has been noted on the said policy or policies.

7.1.5 Neither the loss nor the theft nor the destruction of nor the damage to the Vehicles nor any defect therein whether latent or patent shall affect the continuance of this Agreement or the Lessee’s liability for the payment of the Rental and all other sums due hereunder.

Please note that if the vehicle is discovered not to be insured during our daily checks of the Motor Insurance Database (MID), this will result in the repossession of the vehicle(s) you are in possession of from us.

8. LESSEE’S COVENANTS

8.1 The Lessee shall not otherwise than as agent (disclosed or undisclosed) hold itself out as the owner of the Vehicles or sell the Vehicles or offer the Vehicles for sale. The Lessee shall not assign, pledge, charge or otherwise encumber the Vehicles or create, or permit to exist any lien over the Vehicles or offer the credit of the Lessor for repairs or maintenance, or cause or permit title to the Vehicles or any part thereof to become vested, whether by voluntary transfer or operation of law, in any third party. The Lessee may not sub-let the Vehicles without the written consent of the Lessor.

8.2 The Lessee will not assign, subcontract, or delegate the benefit or obligations under this agreement, nor purport to do so.

8.3 The Lessee shall in every material respect comply with the Health and Safety at Work Act 1974 in respect of the Vehicles and will carry out prior to the use thereof by the Lessee all necessary tests and examinations recommended by the manufacturer of the Vehicles to ensure that the Vehicles are safe and without risk to health when properly used by the Lessee or its employees or other authorised users.

8.4 The Lessee shall indemnify and hold the Lessor, its servants and agents harmless from and against all liabilities, actions, claims, damages, expenses, costs and demands whatsoever arising directly or indirectly in respect of the Vehicles or out of its possession, use or transportation other than those caused by the negligence or wilful default of the Lessor.

8.5 The Lessee shall procure that at all times and at its own cost the Vehicles are kept in good and substantial repair and condition and properly serviced and maintained in accordance with the servicing requirements that are set out in clause 9 of schedule 1.

8.6 The Lessee shall not without the prior written consent of the Lessor allow the Vehicles to be taken outside the United Kingdom other than in the normal course of business but not in any event for a period in excess of twenty eight consecutive days and shall ensure that any Vehicle whilst it is outside the United Kingdom pursuant to this clause or otherwise shall have the benefit of comprehensive vehicle recovery insurance.

9. RETURN OF VEHICLES, INSPECTION & COLLECTION

9.0.1 At the end of the lease period the Lessee shall be required to return the vehicles to the Lessor or the Lessors duly appointed agent. The Lessor will send the appropriate notice to the Lessee who will be required to complete and return the defleet request form no later than 7 working days prior to the end of contract date. Any late notification will result in delayed collection and will result in additional charges as detailed in clause 9.0.3. The vehicles must be in a state that complies with the return standards that are set out in Schedule 3.

9.0.2 In the event that any Vehicle when it is returned for inspection has an odometer reading which is in excess of the contracted miles, the Lessee shall be required to pay to the Lessor the excess mileage charges in respect of that Vehicle as set out the Schedule to the Master Hire Agreement, and return of vehicle process as set in Schedule 2.

9.0.3 In the event that the Lessee is unable to make any Vehicle available for return within the agreed rental period then the Lessee will be required to pay twice the monthly rental for the following month, and if the vehicle is still not returned within 30 days of the due return date, the Lessee agrees to purchase the vehicle at the retail price specified in (‘the Price List’) for the same model with a similar age and mileage in force on the first day of the month that the purchase becomes necessary.

9.0.4 Should a vehicle be subject of accident, write-off or theft the same pricing procedure will apply as 9.0.3 and process as laid out in Schedule 3.

10. WARRANTY PROTECTION

10.1 The Lessor shall procure that all Vehicles shall benefit from the Manufacturers warranty cover applicable to the type of vehicle supplied, subject to invalidation by the Lessee’s actions (e.g. failure to follow manufacturer’s servicing requirements).

11. INFORMATION AND DOCUMENTATION

11.0.1 All registration documents in respect of the Vehicles shall be made in the name of the Lessor or such of its associated companies, and will be retained by the Lessor. 11.0.2 The Lessee hereby agrees that its accounts and all other records, which relate to the Vehicles, which are supplied to it by the Lessor under this Agreement, shall be available to be inspected by the Lessor from time to time upon reasonable notice by the Lessor.

11.0.3 All Vehicles being returned to the Lessor under the terms of this Agreement are required to be returned with a mileage that is genuine and can be guaranteed by the Lessee. The Lessee hereby undertakes that it shall use its best endeavours to advise the Lessor in writing where it has knowledge of any repair to or change of the odometer in any Vehicle. The Lessee acknowledges that any changes to the odometer will be endorsed in the service record handbook where available or by alternative documentation returned with the Vehicle. The Lessor shall hold the Lessee liable for any capital losses that it suffers as a result of any failure to properly describe the mileage in respect of any Vehicle.

12. FORCE MAJEURE AND NON-AVAILABILITY OF VEHICLES

12.0.1 Neither party shall be in breach of this Agreement if there is any total or partial failure of performance of its duties and obligations under this Agreement (other than the Lessees obligations to make Rental payments) occasioned by any act of God, fire, act of Government or state, war, civil commotion, insurrection, embargo, labour dispute of whatever nature and any other reason beyond the reasonable control of either party. If either party is unable to perform its duties and obligations under this Agreement as a direct result of the effect of one of the above reasons, that party shall give written notice to the other of the inability stating the reason in question.

The operation of the Agreement shall be suspended during the period (and only during the period) in which the reason continues. Forthwith upon the reason ceasing to exist the party relying upon it shall give written advice to the other of this fact. If the reason continues for a period of more than three months and substantially affects the commercial basis of this Agreement the party not claiming relief under this clause shall have the right to terminate this Agreement upon the giving of thirty days’ written notice of such termination to the other party. In such circumstances, all previous lease plan terms allowed to the Lessee shall remain unaffected.

13. DEFAULT

13.0 If any of the following events shall occur the agreement will be deemed to be in default:

13.0.1 Any rental or other sum payable under this Agreement shall not have been paid within seven days of it becoming due (whether demanded or not); or

13.0.2 The Lessee shall fail or neglect to observe or perform any of the terms and conditions of this Agreement and (in the case of a failure or neglect which is capable of remedy) such failure or neglect shall continue un-remedied for fourteen Business Days after written notice thereof has been given by the Lessor to the Lessee; or

13.0.3 Any officer of any court or any other person lawfully seizes attaches or sequestrates the vehicles.

13.0.4 Any statement representation or warranty made by the Lessee inducing the Lessor to enter into this Agreement shall have been or become incorrect in any material respect; or

13.0.5 Any process of execution or distress (or equivalent in any other jurisdiction) shall be levied on or sued out against all or a material part of the Vehicles or other property of the Lessee and shall not be discharged within fourteen Business Days or if the vehicles shall be encumbered by any governmental authority.

13.0.6 An order shall be made or a resolution passed for the winding up (other than by way of a members’ voluntary winding up) of the Lessee; or 13.0.7 The Lessee shall convene a meeting for the purpose of making or shall make a composition or arrangement with or any assignment for the benefit of its creditors or shall petition or have a petition

filed for an administration order or convene a meeting of its creditors for the purpose of considering a voluntary arrangement under the Insolvency Act 1986; or

13.0.8 Any encumbrancer shall take possession of the whole or substantial part of the assets or undertaking of the Lessee or a receiver shall be appointed over the whole or any part of the assets of the Lessee; or

13.0.9 Any indebtedness or obligation of the Lessee for the repayment of any borrowed monies shall become due and payable prior to the specified maturity date thereof or any material agreement for the hiring of machinery or plant to the Lessee or any material hire purchase or conditional sale agreement of the Lessee shall be determined by reason of an event of default thereunder or any payment due for the Lessee in connection with any such arrangements shall not be paid when due and for thirty days thereafter or if the Lessee shall not meet its obligations under any guarantee or indemnity when properly called to do so; or

13.0.10 The Lessee shall (whether by one transaction or a series of transactions whether related or not) cease or threaten to cease to carry on the whole or a substantial part of its business or shall (save for disposals of trading stock in the ordinary and normal course of business) dispose or threaten to dispose (whether by one transaction or a series of transactions whether related or not) of the whole or a substantial part of its undertaking or assets save for the disposal of such assets in the ordinary course of business and such business undertaking or assets (or the part thereof which is in question) is substantial in relation to the business undertaking or assets of the Lessee taken as a whole; or

13.0.11 There shall occur any change in the ownership or control of the Lessee or the Lessee shall cease to be a subsidiary of any company of which it is a subsidiary (whether direct or indirect) at the date of this Agreement, then in any such event or if circumstances shall arise which with the passage of time or the giving of notice would become such an event the Lessee shall notify the Lessor in writing and (subject as provided below) the Lessor whether or not any such notice shall have been given may at any time thereafter (and notwithstanding any subsequent acceptance by the Lessor of any Rental or any other sum) by notice in writing to the Lessee forthwith and for all purposes determine the Letting.

13.1 If this Agreement shall determine pursuant to any of clause 13:

13.1.1 The Lessee shall no longer be in possession of the Vehicles with the Lessor’s consent and the Lessor shall immediately become entitled to repossess the same (for which purpose the officers employees or agents of the Lessor may without the Lessee’s consent enter the premises upon which the Vehicles are situated);

13.1.2 The Lessee shall on demand repay to the Lessor all costs and expenses incurred by the Lessor incidental to such determination and the location or recovery of the Vehicles and collection of any payments due hereunder or of attempting to effect any such matters;

13.1.3 The Lessee shall pay to the Lessor all Rentals and any other sums payable to the Lessor which have accrued due under this Agreement but are unpaid together with interest due thereon;

13.1.14 The Lessee acknowledges that any finance company used by the Lessor to fund Vehicles have prescribed rights under this Agreement. These rights include:

1. a) The right to enter the Lessee’s place of business to ascertain the whereabouts of the Vehicle funded by them,
2. b) The right to uplift the Vehicle if the Lessee is in payment arrears to the Lessor or if the Lessor is in any breach under any agreement between the Lessor and the finance company,
3. c) In the event the Lessor enters any sort of administration and has not discharged its obligations to the finance company regarding the Vehicle, the finance company has the absolute and immediate right to enter the Lessees’ premises or those of the Lessors customers to identify the whereabouts and uplift the Vehicle,
4. d) Alternatively, the finance company may, at its complete discretion and without prejudice to their rights agree to enter into a direct relationship with the Lessee to continue leasing the Vehicle until the conclusion of the Agreement Period under this Agreement,
5. e) Subject to the finance company’s agreement, if the Lessor enters into any sort of administration, the Lessee shall be entitled to make Rental payments to the finance company directly so as to avoid termination of the Agreement period of this Agreement; such payments must be made without set off, deduction or counterclaim.

14. MISCELLANEOUS

14.0.1 This Agreement supersedes all previous contractual or other agreements whether written or oral that may have been entered into between the parties hereto. This Agreement represents the entire bargain between the parties in relation to the subject matter hereof and shall be evidenced in writing and duly signed by the parties hereto.

14.0.2 Any notice to be given by one party to another party pursuant to this Agreement shall be in writing and shall be sent by pre-paid first class post to the recipient party stated in this Agreement or such other address as shall previously have been specified by notice in accordance with the provisions of this clause, and notice shall operate and shall be deemed to have been served at the expiration of three working days after it has been posted.

14.0.3 Reports detailing excess mileage charges, vehicles accessory shortage and damage charges and re-inspection/aborted collection charges will be provided to the Lessee within one month of the end of the month in which the inspection or re-inspection is carried out by the Lessor or its agent on its behalf. The Lessor will submit its invoice to the Lessee for these charges within the same period. The Lessee shall pay all invoices issued by the Lessor within fourteen days of receipt of that invoice.

14.0.4 Both parties shall maintain secret and confidential and shall not disclose to any third party all information disclosed to it or acquired from the other party which is clearly by its nature confidential or expressed to be confidential or which is not generally available to the public. This clause shall survive termination or expiry of the Agreement for any reason.

14.0.5 If any provision of this Agreement is held to be invalid or unenforceable, then such provision shall (so far as invalid and unenforceable) be of no effect and shall be deemed not to be included in this Agreement but without invalidating any of the remaining provisions of this Agreement. The parties shall then use all reasonable endeavours to replace the invalid or unenforceable provisions by a valid and enforceable substitute provision the effect of which is as close as possible to the intended effect of the invalid or unenforceable provision.

14.0.6 No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of the parties to it. Failure by either party to exercise or enforce any rights available to it or the giving of any forbearance delay or indulgence shall not be construed as a waiver of that party’s rights under this Agreement or otherwise.

14.0.7 Nothing in this Agreement shall be deemed to either constitute a partnership between the parties or constitute either party as the agent of the other party for any purpose.

14.0.8 This Agreement shall be governed by and interpreted in accordance with English law and the parties agree that the Courts of England and Wales have exclusive jurisdiction.

15. LIABILITY AND ACCEPTANCE

15.0.1 During the period of this agreement appertaining to the rental or lease of the vehicles supplied under this agreement, for the purpose of section 66 of the Road Traffic Act 1991 and Schedule 1 to the Road Traffic Act 1991 (Owner Liability) (Scotland) Regulations 1975 (all as amended or replaced by any subsequent legislation or orders) the lessee shall be liable for any traffic violations, parking offences or any other such penalties.

15.0.2 In respect of all vehicles encompassed by this Master Hire Agreement the Lessee hereby authorises the Lessor to pay on behalf of the Lessee any Penalty Charge Notices in relation to Congestion Charge, Bus Lane Contraventions and any other such fines or penalties where liability cannot be transferred. Any such charges will be invoiced to and payable by the Lessee under the terms of this agreement. The Lessor will attempt to transfer liability for all other Penalty Charge Notices, including speeding, parking (but not limited to those items) into the name of the Lessee in order for the Lessee themselves to make appropriate representation or payment.

The Lessor reserves the right to pay any PCN and pass this charge on to the Lessee. The Lessee understands and agrees that there will be a minimum £40 + VAT administration charge applied to each and every offence that is subject to the above payment or transfer. Vehicles registered to an outside funder may also be liable to an additional administration fee.

16. RENT TO BUY OPTION

16.1 Rent to Buy Option:
The Lessee may have the option to purchase the Vehicle(s) they are renting under this Agreement at the end of the Rental Period (the "Option"). This Option is available subject to the following terms and conditions:

16.2 Eligibility:
The Rent to Buy Option applies only to Vehicles specified by the Lessor at the start of the Rental Period or as subsequently agreed in writing by both parties. The Lessee must have complied with all terms and obligations under this Agreement, including but not limited to timely payment of all Rental fees and compliance with maintenance and insurance requirements.

16.3 Purchase Price:
The purchase price of the Vehicle (the "Purchase Price") shall be the market value of the Vehicle at the end of the Rental Period, as determined by the Lessor using the CAP and Glasses trade list guides. The Lessee will be provided with a Purchase Price quotation at least 30 days prior to the end of the Rental Period.

16.4 Exercise of Option:
To exercise the Option, the Lessee must provide written notice to the Lessor of their intention to purchase the Vehicle at least 14 days before the end of the Rental Period. Upon receipt of this notice, the Lessor will issue an invoice for the Purchase Price, which must be paid in full by the Lessee within 7 days of receipt.

16.5 Transfer of Ownership:
Upon receipt of the full Purchase Price, the Lessor will transfer ownership of the Vehicle to the Lessee, and all right, title, and interest in the Vehicle shall pass to the Lessee. The Lessor shall provide all necessary documentation to effect the transfer of ownership, including but not limited to a bill of sale and the Vehicle’s registration documents.

16.6 Termination of Option:
The Rent to Buy Option shall automatically terminate if the Lessee fails to exercise the Option within the specified period or if the Lessee fails to pay the Purchase Price in full by the due date. In such an event, the Lessee shall return the Vehicle in accordance with the return conditions outlined in this Agreement, and the Lessor reserves the right to charge any applicable fees for late return.

16.7 Condition of Vehicle:
The Vehicle is sold "as is," and the Lessee acknowledges that the Vehicle is sold without any warranties, express or implied, other than those provided by the manufacturer or as required by law. The Lessee shall have the opportunity to inspect the Vehicle before exercising the Option and agrees to accept the Vehicle in its current condition at the time of purchase.

16.8 Excess Mileage and Damage:
If the Vehicle has incurred excess mileage or damage beyond normal wear and tear at the time the Option is exercised, the Lessor reserves the right to adjust the Purchase Price to account for these factors. The Lessee will be notified of any such adjustments before finalizing the purchase.

16.9 Final Settlement:
Upon completion of the purchase, the Lessor will cease to charge Rental payments, and the Lessee will have no further obligations under this Agreement, except for those relating to any outstanding charges or penalties that may have accrued during the Rental Period.

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SCHEDULE 1

VEHICLE RETURN STANDARDS

1. BODYWORK

• Sound and well maintained, free from dents and other disfigurements.
• Reasonable wear and tear considering age and mileage of the vehicle.
  

Guidelines

• All body work and disfigurements are subject to inspection by the Lessor and will be judged and considered in the opinion of the Lessor.

2. UPHOLSTERY

• Well-maintained and free from visible repairs, stains, burns and holes.

Guidelines

• All upholstery is subject to inspection by the Lessor and will be judged and considered in the opinion of the Lessor.

‘Cosmetic type’ repairs on vehicles will be allowed. We will however monitor the performance of repairs of this type, and will seek recompense on an individual basis from the Lessee where evidence of substandard repair is identified.

3. GLASS

The following is acceptable:

• Minor chips outside both wiper blade areas on windscreens should generally be viewed as acceptable (subject to guidelines).
  

Guidelines

• All glass is subject to inspection by the Lessor and will be judged and considered in theopinion of the Lessor.

4. RUBBING STRIPS / BUMPER SECTIONS / WHEEL TRIMS (incl. ALLOY WHEELS)

Acceptable:

• Minor scratches which do not detract from the overall appearance of the Vehicle.
  

Guidelines

• All trim and bumpers is subject to inspection by the Lessor and will be judged and considered in the opinion of the Lessor.

5. WHEELS

Other than described in section 4 above, damage to wheels, which render the vehicle unsafe, is not acceptable.

6. TYRES

All tyres must be sound and having at least 2.0 mm of tread and complying with Motor Vehicle (Construction & Use Amendment No: 4) Regulations. Replacement tyres must be the same as those fitted originally.

7. PREVIOUS REPAIRS AND REPLACEMENT

Acceptable:

• Replacement parts to equivalent specification.
• Paint colours must match and meet manufacturer's original finish and specification.

Not Acceptable:

• Any repair or replacement not as above.
  

Guidelines

• Ripples to any panel are acceptable providing they can be seen on a bodyline check only, and not on the two-metre appraisal, as detailed in the Bodywork guidelines.
• Colour mis-match on any panel if not visible from two metres is acceptable.
  

NB: A professional touch-in standard is the use of Primer/Base coat/and lacquer application to the problem area.

8. GENERAL

• Vehicles must be clean externally and internally.
• Vehicles must have all warranty work (where applicable) undertaken by the Lessee prior to inspection.
• The Lessee will advise the Lessor in writing on a monthly basis of any damage repairs to vehicles other than repairs that involve only the replacement of readily removable parts.

Failure to notify the Lessor will render the Customer liable for any capital losses that may result from such damage repairs. Parts that are considered to be readily removable include doors (and door skins), bonnet, boot lid/tailgate, bumpers, grilles, light clusters, glass, road wheels/tyres and wings that are bolted on to the body of the Vehicle.

• Any repairs that involve straightening, filling (other than for minor dents requiring less than one hours labour to rectify), or welding of panels or sub-structure must be notified, as must repairs that necessitate the use of body repair jigs and wheel alignment equipment.
• The Lessee will be liable for any capital losses that may result from any sub-standard repairs or damage, which could not have been reasonably assessed during normal end of lease inspection, such repairs to be inspected by an independent engineer.

Payment of the independent engineer's inspection fee will be made by the party found to be at fault.

• Vehicles should be free of any shortages and comply with the original equipment including, but not limited to the items detailed under accessory and documents return process.
• The number of keys that are provided with the Vehicle, must be returned upon conclusion of this agreement. Any keys which are not returned will be subject to a charge.
• ‘Handbook’ refers to the entire literature pack supplied with the vehicle, and as a minimum shall include the original folder, owner handbook, the service record and audio guide.
• It is the customer’s responsibility where items such as service books, and spare keys etc, which are not present at time of inspection, but are present on collection, to obtain a signed receipt from the collection agent which should be copied to us within 48 hours of collection.

Any items not present when the vehicle is collected cannot be repatriated with the vehicle at a later date and will be charged for.

• The radio code card must be completed correctly, although if the original card is missing,an alternative record may be supplied provided that it is clearly identified as the radio code.
• The service record shall be stamped as appropriate with a company stamp, with dates and actual mileage's inserted. As an alternative, a computer generated service record may be presented with each vehicle.

If any accessory, document, key etc is not with the vehicle at the point of return then the Lessee will not have the option at this point to decide whether to pay or replace, the items must be with the vehicle at the time of inspection in order to achieve a non-fine payable pass.

With regard to a falsely represented service history, the Lessee's liability for payment applies to the returns inspection and continues if it subsequently transpires at the point of retail sale that the detail was falsely represented.

In this case the Lessee will also be liable for any capital cost to the Lessor caused by this false representation.

A falsely represented service history means: Service book stamped, but service not carried out.

Service book stamped with incorrect mileage and/or date entered. Service book stamped, but service not completed in line with model service stipulations.

Any other undeclared deviation from the provisions of section 9 below.

9. SERVICING

All Vehicle services must be carried out at the Lessee’s cost in accordance with the manufacturers official service stipulations as determined from time-to-time by the relevant manufacturer within five hundred miles of the specified mileage requirement.

Vehicles serviced beyond the service mileage requirement plus five hundred miles will be subject to a Late Service charge.

All parts used must either be genuine manufacturer Approved parts or alternatives that meet the manufacturers specifications in every respect.

Where a vehicle is not serviced, a charge will be made to cover the full cost of the missed service/services, and any loss of value incurred due to the vehicle having incomplete and late service history.

SCHEDULE 2

VEHICLE RETURN PROCESS

The following De-fleet process is applicable to all supplied vehicles:

Once the Lessor is notified of a vehicle de-fleet, their appointed agent will be instructed to collect the vehicle.

Vehicles to be inspected and collected shall be undamaged and in a generally reasonable condition with due allowance being made for fair wear and tear commensurate with the vehicle’s age and mileage and which the Lessor might reasonably expect during the use in business as aforesaid.

Upon de-fleet, an authorised representative of the Lessor will inspect the Vehicle.

A condition report will be compiled and will be as comprehensive as reasonably practicable.

Upon arrival of the Vehicle at the Lessors defleet centre, a further inspection will be carried out whereby an additional detailed condition report will be prepared along with any repair costs, which will be provided to the Lessee.

If the Lessee disputes the contents of the report, and recharge costs, they have one clear calendar business day to notify the Lessor of any dispute and to make arrangements with the Lessee to inspect the Vehicle. In the event of a dispute, the Lessor will hold the Vehicle of up to 5 working days for an inspection to be carried out by the Lessee.

If the Lessee fails to inspect the Vehicle within the aforementioned period, they will be deemed to accept the Lessors recharge costs.

Charges will be made by the Lessor for aborted vehicle inspections and collections.

These are defined as vehicles not available within 30 minutes of the Lessor's collection agent arriving on site, failure to give a minimum of 48-hours notice of a vehicle not being available, no keys & remotes, non-runner, threatening behaviour towards a collector, refusal to release the vehicle, no access to remove vehicle, or the vehicle being in an unroadworthy or unsafe condition (including essential warranty work).

It is the Lessee’s responsibility to ensure that all vehicles are safe and meet all aspects of the current legislation with regard to vehicles on the road in the UK.

Failure to meet any of the above will incur a charge of £150+VAT.

Where an abortive collection has occurred it is the Lessees responsibility to notify the Lessor of a new collection date, clause 9.0.3 applies. Rentals will continue and be payable until the vehicle is collected.

If, when a vehicle is returned, substantial repairs are required then the lessee shall remain liable for the rental payments until the vehicle is.

SCHEDULE 3

WRITE-OFF PROCESS

Where a vehicle is written-off, stolen, or considered to be beyond economical repair, then the following process will apply:

• Initial contact should be made with the Lessor.
• The Lessee should e-mail details of the vehicle/incident/insurance company and claim number to fleet@logicmotorgroup.co.uk as soon as possible or call 0113 873 0064.
• The Lessee will then be sent information detailing the write-off price required for the vehicle and the process involved together with any relevant invoice.
• Monthly Rentals will continue until this amount is paid in full.
• Any Insurance Company cheque payments should be made payable to ‘LOGIC Leasing Ltd’ and should be sent to together with a remittance detailing the vehicle registration number.

Note: Vehicles remain the property of either the relevant funder, or the Lessor until payment in full has been made and title released. 

Vehicles must not be sold or disposed of until that time.

Any Insurance Company cheque payments should be made payable to ‘LOGIC Leasing Ltd’ and should be sent together with a remittance detailing the vehicle registration number to accounts@logicmotorgroup.co.uk as soon as possible or call 0113 873 0064.

LOGIC Leasing, 46 Park Place, Leeds, LS1 2RY.