CLASSIC CAR SAFE LLP (the “Company”) STORAGE SERVICES TERMS AND CONDITIONS (the “Terms”)
These Terms are the sole and exclusive terms on which the Company supplies services and constitute the only basis upon which the Company will supply such services. Where a Letter Agreement (defined below) is entered into between the parties, the Letter Agreement together with these Terms (together a “Contract”) will constitute a formal and binding contract between the parties. In the event of any conflict between these Terms and a Letter Agreement the terms of the Letter Agreement shall take precedence. The terms of the Contract shall apply as between the parties in respect of the matters described in the Letter Agreement to the exclusion of all other terms (including any terms and conditions that the Customer (defined below) purports to apply). Any attempt by the Customer to impose any other terms or conditions is hereby explicitly and expressly deemed automatically rejected in advance (and any such terms or conditions are likewise deemed automatically rejected in advance) and will be (and is) wholly ineffective and non-binding on the Company.
Each Contract entered into between the parties constitutes a separate contract. There is no need for the Company to issue the Customer with duplicate copies of these Terms each time the Customer enters into a new Contract. Failure to provide a copy of these Terms with each or any subsequent Contract entered into shall not in any way prejudice the fact that these Terms are fully binding on the Customer and shall, in addition to the relevant Contract, govern your relationship with the Company as a whole.
“Additional Charges” means the charges payable by the Customer, in relation to any additional services that the Company offers and the Customer elects to receive, as specified in the Letter Agreement including but not limited to Collection from or Delivery to a location other than the Collection Location;
“Car(s)” means the vehicle that the Company is storing for the Customer pursuant to the Contract as identified in the Letter Agreement;
“Charges” means all charges payable by the Customer, including the Additional Charges, in relation to the Services, as specified in the Contract, and any other disbursements, fees or payments incurred by the Company on the Customer’s behalf with the Customer’s prior approval;
“Collection” means the date of collection of the Car(s) from the Newbury Storage Facility or the Collection Location or some other address provided by the Customer as specified in the Letter Agreement and the word ‘Collect’ shall be construed accordingly;
“Collection Location” means the layby immediately to the south of Junction 17 M4 on the south carriageway of the A 350 prior to the exit from the A350 to Day’s Lane;
“Commencement Date” means the earlier of the relevant Letter Agreement being entered into or Collection;
“Company” means Classic Car Safe LLP incorporated and registered in England and Wales with company number OC330785 whose registered office is at The Coach House, Stockcross House, Stockcross, Newbury, Berkshire RG20 8LP;
“Customer” means the customer who contracts for the services of the Company and as identified in the Letter Agreement as such;
“Delivery” means the date of delivery of the Car(s) to the Newbury Storage Facility or the Collection Location or some other address specified in the Letter Agreement or such other agreed location and the word ‘Deliver’ shall be construed accordingly;
“Letter Agreement” a letter form agreement entered into by the Company and the Customer and which incorporates these Terms by reference, setting out the scope of the Services to be provided under the Contract, along with any amendments thereto which are made in accordance with these Terms;
“Newbury Storage Facility” means the storage facilities operated by the Company near Newbury, Berkshire;
“Services” means the storage and handling of Cars (and such other additional services as the Company may agree in writing to provide, in accordance with clause 3 of these Terms) and the words ‘Store’ and ‘Stored’ shall be construed accordingly;
“Sites” means the premises on which the Car(s) is/are Stored; and
“VAT” means value added tax chargeable under English law for the time being and any similar additional tax.
2. Commencement and Duration
The Contract shall commence on the Commencement Date and shall remain in force for a minimum period of three (3) months (the “Initial Term”) after which time it shall renew automatically for successive one (1) month terms (each being a “Renewal Period”) unless terminated by either party in accordance with 12.
Subject to these Terms and the Customer’s compliance with the Contract, the Company shall from the Commencement Date and for the duration of the relevant Contract provide the Services to the Customer at the Site, or at such other location as the Company in its sole discretion chooses, in accordance with these Terms.
4. Parties and Sub-Contracting
4.1 The Customer warrants and represents that:
(a) he is either the full legal and beneficial owner of the Car(s) or is authorised by such owner to accept these Terms on such owner’s behalf;
(b) entering into a Contract will not result in the terms of any agreement with a third party being breached;
(c) there are no liens or encumbrances over the Car(s); and
(d) there are no other facts or circumstances which would prevent or prohibit the Services or could lead to or give rise to any claims from a third party against the Company.
4.2 The Company may at any time sub-contract, delegate or transfer all or any of its rights or obligations to a third party for the purpose of fulfilling the Contract in whole or in part, provided that the Company shall remain primarily liable to the Customer for the performance of the Services in accordance with these Terms and the relevant Contract.
5. Revision of Storage Charges and Conditions of Storage
The Company’s Charges and these Terms may be revised by the Company from time to time. Any such revision shall not become effective until the expiry of 21 days from the date that the notice of proposed revision is given to the Customer in accordance with clause 20 below.
6. Postponement or Cancellation
6.1 In the event that the Customer postpones the Collection of the Car(s) or cancels the Contract, more than seven (7) days prior to Collection, the Company shall immediately be entitled to recover from the Customer an administration fee equivalent to one months rental (the “Administration Fee”).
6.2 In the event that the Customer postpones the Collection of the Car(s) or cancels the Contract, seven (7) days or less prior to Collection, in addition to the Administration Fee, the Company shall be entitled to recover from the Customer, the total Charges in respect of the Initial Period set out in the Contract. This sum shall immediately become due and payable as a debt on cancellation or postponement.
6.3 The sums that the Company is entitled to recover from the Customer pursuant to clauses 6.1 and 6.2 above are a genuine pre-estimate of the loss that the Company would incur as a result of the Customer cancelling or postponing the Contract.
6.4 In the event of cancellation, the Company will use commercially reasonable endeavours to re-rent the storage space reserved pursuant to the relevant Contract to a third party and in the event that the Company is able to do so, the charges that it receives from the relevant third party which would otherwise have been payable by the Customer pursuant to the Contract which has been cancelled shall be set off against the Charges due from the Customer to the Company pursuant to clause 6.2.
7.1 The Company shall invoice the Customer in respect of the Charges monthly in advance and the Customer shall pay all invoices standing order or credit card within 14 days of the date of the relevant invoice to a bank account nominated by the Company. The Customer shall not be entitled to make any deductions or withhold or defer payment of the Company’s charges on account of any dispute, claim, counterclaim or set-off and the Customer’s common law right of set-off is hereby expressly excluded.
7.2 In the event that the Company agrees to take payment by any other means than standing order or credit card a handling fee of 10% will be added to all charges and invoiced accordingly.
7.3 Interest shall be charged on all overdue accounts calculated at the rate of 8% per annum above the base rate of the Bank of England accruing on a daily basis from the due date for payment up until the date of actual payment, whether before or after any judgment.
7.4 The Company shall be entitled to recover from the Customer all costs that it incurs as a result of recovering any overdue sums.
7.5 All Charges are exclusive of VAT, which the Company shall add to its invoices at the appropriate rate.
Company shall have a general and particular lien against the Customer or the relevant owner of the Car(s) in respect of the Car(s) and all other property of the Customer within the Company’s possession for any monies due from the Customer to the Company. This lien shall not be discharged until all sums due and payable by the Customer to the Company have been paid in full. If any such lien is not satisfied within three calendar months of the Company demanding payment the Company may at its absolute discretion sell the Car(s) or such other property, or part thereof, as agent for the Customer or the relevant owner and apply the proceeds towards the monies due and the expenses of the retention, insurance and sale of the Car(s) and other property, and shall, upon accounting to the Customer for any balance remaining, be discharged from all liability whatsoever in respect of the Car(s) and other property. The Customer shall continue to be liable for all Charges that accrue up to and including the date on which the Car(s) and any other property is sold by the Company.
9. Collection and Delivery
9.1 The Company will use its reasonable endeavours to Collect or Deliver the Car(s) on the day of Collection/Delivery to the Newbury Storage Facility or the Collection Location or such other agreed location during business hours, unless otherwise agreed. Cars delivered to or collected from the Newbury Storage Facility or the Collection Location may not have been stored at that location but at any of the Company’s Sites. Car(s) can only be collected from the location to which they were delivered or, if delivered to a location other than the Newbury Storage Facility or the Collection Location, deemed delivered unless agreed otherwise.
9.2 All risk in respect of the Car(s) shall pass to the Company on Collection and shall remain with the Company until Delivery. However, in accordance with clause 14.2, the Customer shall remain solely responsible for insuring the Car(s) against all risks and hereby undertakes to ensure that such insurance is in place at all times during the Term and until Delivery.
10. Condition of the Car(s) on Collection and Delivery
10.1 Before leaving the agreed specified location for Collection, the Company will carry out a joint-examination of the Car(s) with the Customer or other person duly authorised by the Customer who is in attendance at the Collection to agree the condition of the Car(s) at Collection in a condition report. Where an apparent defect is found such defect shall be noted on the condition report. Once both parties agree with the content of the report they shall countersign it (the “Condition Report”). Any individual in attendance at Collection or Delivery on behalf of the Customer shall be deemed to have adequate authority to agree the Condition Report on behalf of the Customer.
10.2 In the event that there is no one to agree and countersign a condition report on behalf of the Customer, the Company shall carry out an inspection of the Car(s) and prepare a condition report (the “Company’s Condition Report”), which shall be deemed conclusive save in respect of manifest errors. The Company shall have no liability in relation to any disparity between the Company’s Condition Report and such condition that the Customer believes the Car(s) would have been in at Collection.
10.3 Upon Delivery, a joint-examination of the Car will be carried out and if no additional defects appear both parties shall re-sign the Condition Report or Company’s Condition Report (as applicable) to confirm this. Provided the Car(s) is in the materially same condition as set out in the Condition Report or Company’s Condition Report (save for any fair wear and tear through Collection/Delivery) the Company shall have no liability to the Customer in respect of the same.
10.4 Any claim by the Customer against the Company after Delivery in relation to the condition of the Car(s) must be made in accordance with clause 15 below.
11. Additional Services
The Customer may request additional services from the Company stating specifically which additional services are required. If additional services are agreed between the parties, the Company will provide the Customer with a written statement of the cost of the additional services. Any additional services that are agreed will be documented in writing and signed by both the Company and the Customer. Should the Customer wish to cancel or reduce the additional services, then the Customer must give 30 days’ written notice to the Company, such notice to expire on the expiry of a Renewal Period. Payment for the additional services will be made monthly in advance.
12.1 Without limiting their other rights or remedies either party may terminate a Contract after the Initial Term by giving the other not less than 30 days’ prior written notice to expire on the expiry of a Renewal Period.
12.2 Without limiting its other rights or remedies the Company may terminate any or all Contracts with immediate effect by giving written notice to the Customer if:
(a) the Customer commits a material or persistent breach of a Contract and (if such a breach is remediable) fails to remedy that breach within seven (7) days of receipt of notice in writing of the breach;
(b) the Customer experiences an insolvency event, is deemed unable to pay its debts as they fall due or suspends or ceases, or threatens to suspend or cease, to carry on a significant part of its business; or
(c) continued Storage of the Car(s) will result in the Car(s) deteriorating.
Only the Contract(s) which the Company elects to terminate will terminate and all other existing Contracts shall remain in full force and effect in accordance with their terms.
12.3 On termination of the Contract the Company shall Deliver the Car(s) by making them available for collection by the Customer at a Collection Location or causing the Delivery of the Car(s) to some other agreed location within 7 days of the date of termination of the relevant Contract.
12.4 In the event the Company attempts to Deliver the Car(s) at such time and to such location as is agreed between the Company and the Customer but neither the Customer nor any person authorised by the Customer to take Delivery of the Cars is present within thirty minutes of the Company arriving at such location, the Company shall be entitled to return the Car(s) to the Site and the relevant Charges shall continue to accrue and shall be due and payable by the Customer to the Company up until Delivery is successfully effected or the Car(s) is sold pursuant to clause 12.5. The Company shall be entitled to recover a re-delivery fee of £50.00 from the Customer in respect of any subsequent attempt to Deliver the relevant Car(s) in addition to any Charge for Delivery to an agreed location other than the Collection Location.
12.5 If within three calendar months days from the date of termination of the relevant Contract the Company has been unable to Deliver the Car(s) to the Customer for such reason as described in clause 12.4 above or the Customer fails to collect the Car(s) the Company shall be entitled to sell the relevant Car(s) and the Customer shall be liable for all Charges that accrue up to and including the date on which the relevant Car(s) is sold.
13. Limitation of Liability
13.1 Nothing in these Terms shall limit or exclude the Company’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).
13.2 Subject to clause 13.1:
(a) the Company shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any Contract;
(b) the Company shall not in any circumstances be liable for loss of or damage to Car(s) (whether direct or indirect) after Delivery if at Delivery the condition of the Car corresponds with the relevant Condition Report or Company’s Condition Report (as applicable) at Collection. Furthermore and subject to clause 15, the Company shall not be liable for any loss or damage to the Car(s) whether or not caused or contributed to directly or indirectly by any act, omission, neglect, fault or other wrongdoing on the part of the Company which is not brought to the Company’s attention at Delivery and confirmed in writing within 48 hours of Delivery; and
(c) the Company’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, shall in no circumstances exceed the total Charges paid by the Customer to the Company under the relevant Contract in the twelve months prior to the event that gave rise to such liability.
13.3 Except as set out in these Terms, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
14.1 The Company holds a fully comprehensive motor trade insurance policy to cover all of the Company’s responsibilities in respect of the relevant Car(s) whilst it is in the Company’s possession. Such insurance cover shall include all road risks including but not limited to the relevant Car(s) being driven by the Company. The Company’s Car(s) transporters are fully comprehensively insured, which includes goods in transit insurance (Customers Car(s) transported by us).
14.2 The Customer undertakes to notify their insurance company of their intention to procure the Services. The Customer undertakes to ensure that the Car(s) is insured against all insurable risks of physical loss and/or damage throughout the term of the Contract to its full replacement value.
15. Time Limits for Claims relating to Car(s)
15.1 Subject to clause 15.3 below, all claims for damage to any Car(s) shall be made in writing by the Customer at Delivery of the relevant Car(s) and confirmed in writing within 48 hours. To the extent the Customer does not raise any claim as specified above they shall be deemed to have accepted the Car(s) in the condition they were Delivered in and the Company shall be under no liability in relation to the same.
15.2 Subject to clause 15.3 below, all claims for loss of or failure to produce any Car(s) shall be made in writing by the Customer within seven days after the date when the Car(s) should in the ordinary course of events have been Delivered and to the extent that the Customer fails to raise such claim within that seven day period the Company shall be under no liability in relation to the same.
15.3 If the Customer is able to prove that:
(a) it was not reasonably possible for it to raise a claim in writing within the time limit applicable; and
(b) the time within which it did raise a claim was reasonable, taking into consideration the relevant circumstances,
the exclusion of liability afforded by clauses 15.1 and 15.2 above may be disapplied.
The Customer shall indemnify the Company against:
(a) any and all consequences suffered or incurred by the Company (including but not limited to claims, demands, proceedings, fines, penalties, damages, costs, expenses and loss of or damage to the place of Storage and to other goods stored) of any error, omission, mis-statement by the Customer or other owner of the Car(s) or by any servant or agent of either of them;
(b) any and all consequences suffered or incurred by the Company (including but not limited to claims, demands, proceedings, fines, penalties, damages, costs, expenses and loss) as a result of any breach of these Terms or any warranty, representation or undertaking contained herein, by the Customer;
(c) any and all claims and demands whatever by whoever made in excess of the liability of the Company under these Terms; and
(d) any and all claims and demands made by any third party that have arisen in relation to or in connection with the Car(s).
17. Force Majeure
17.1 Provided that it has complied with the provisions of clause 17.3, the Company shall not be in breach of these Terms or any Contract, nor liable for any failure or delay in performance of any of its obligations under these Terms or any Contract (and, subject to clause 17.4, the time for performance of those obligations shall be extended accordingly) arising from or attributable to acts, events, omissions or accidents beyond its reasonable control (“Force Majeure Event”), including but not limited to any acts of God, including fire, flood, earthquake, windstorm or other natural disaster; war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions; terrorist attack, civil war, civil commotion or riots; nuclear, chemical or biological contamination or sonic boom; voluntary or mandatory compliance with any law (including a failure to grant any licence or consent needed or any change in the law or interpretation of the law); fire, explosion or accidental damage; loss at sea; extreme adverse weather conditions; collapse of building structures, failure of plant machinery, machinery, computers or vehicles; any labour dispute, including industrial action or lockouts; non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and interruption or failure of utility service, including but not limited to electric power, gas or water.
17.2 For the avoidance of doubt, the Customer’s payment obligations pursuant to clause 7 are expressly excluded from this clause 17 and shall continue to remain in force notwithstanding the Company being prevented from fulfilling any or all of its obligations under these Terms or any Contract as a result of a Force Majeure Event.
17.3 The Company shall not be in breach of these Terms or any Contract provided that it notifies the Customer in writing of the nature and extent of the Force Majeure Event causing its failure or delay in performance as soon as is reasonably practicable.
17.4 If the Force Majeure Event prevails for a continuous period of more than three (3) months, either party may terminate the relevant Contract by giving 30 days’ written notice to the other party. On the expiry of this notice period, the relevant Contract will terminate. Such termination shall be without prejudice to the rights of the parties in respect of any breach of these Terms or any Contract occurring prior to such termination.
18. Variation of Contract
These Terms may only be varied if such variation has first been agreed in writing by the Company.
19. Rights of Third Parties
The Contract does not create, and shall not be construed as creating, any right under the Contracts (Rights of Third Parties) Act 1999 or otherwise which is enforceable by any person who is not party to the Contract.
Any notice or communication to be given under the Contract should be in writing and sent to the other party at the address stated in the Letter Agreement or as may be notified to the other party from time to time in writing and sent by first class post, fax and email provided that where notices are sent by fax and email a confirmatory copy of the fax and/or email is sent by first class post within 24 hours of transmission of the fax and/or email.
If any provision in these Terms or any Contract shall be deemed unlawful, void, or unenforceable, then that provision shall be severable from these Terms or any Contract and shall not affect the validity and enforceability of the remaining provisions contained in these Terms or any Contract.
On termination of any Contract (however arising) clauses 6, 7, 8, 12, 13, 15, 16, 19 and 24 shall survive and continue in full force and effect.
23. Entire Agreement
23.1 These Terms and the relevant Contract(s) constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter of these Terms and the relevant Contract(s).
23.2 Each party acknowledges that, in entering into relevant Contract, it does not rely on any statement, representation, assurance or warranty (“Representation”) of any person (whether a party to the relevant Contract or not) other than as expressly set out in the relevant Contract. Each party agrees that the only remedies available to it arising out of or in connection with a Representation shall be for breach of contract as expressly provided in the relevant Contract.
23.3 Nothing in this clause shall limit or exclude any liability for fraud or fraudulent misrepresentation.
The Contract shall be interpreted in accordance with English Law and be subject solely to the juris¬diction of the English Court.