Blakedale's Terms and Conditions

Fleet of traffic management vehicles in Blakedale's head office

Vehicle Hire Terms and Conditions

  1. 1.        Definitions

    1.1    In these Terms and Conditions the following expressions shall have the following meanings

    a)        the “Contract” shall mean the rental agreement made between BLAKEDALE and the Customer together with any variation or amendment thereof made pursuant to clause (16)

    b)       the “Customer” shall mean the Customer named overleaf, including the Customer’s officers, employees, servants or agents.

    c)        the “Equipment” shall mean the Equipment including any vehicles loaned or hired to the Customer by BLAKEDALE or as described in the Contract (including any Substitute Equipment).

    d)       “Substitute Equipment” shall mean Equipment for the time being substituted for the Equipment under the provision of clause 4 hereof.

    e)        “Rental Period” shall mean the period specified in the Contract.

    f)          “Rental Charge” shall mean the Rental Charge specified in the Contract.

    g)        “Risk Period” shall be as defined in clause 6.1.

    h)        “BLAKEDALE’s branch” shall mean the BLAKEDALE branch situate at Unit D3 & D4, Binary Court, Matrix Park, Western Avenue, Buckshaw Village, Chorley, PR7 7NB.

    i)          “Replacement Cost” shall mean the cost to BLAKEDALE of the replacement of the Equipment or of the Substitute Equipment as at the date of the destruction or loss of the Equipment or Substitute Equipment howsoever caused.

     

    2.        Condition of Equipment on delivery

    2.1   The Equipment shall be deemed to have been in good condition, in efficient running order and of neat and proper appearance when delivered or collected by the Customer save for deficiencies specified in the Contract.

    2.2   The Equipment shall at all times remain the property of BLAKEDALE and the Customer shall have no right title or interest in or to the Equipment and shall not hold itself out to any person as such.

    2.3   The Customer shall provide BLAKEDALE with information concerning the whereabouts of the Equipment from time to time and with such contact details for the customers in whose possession the Equipment is as BLAKEDALE shall require from time to time.

    2.4   Where the Customer re-hires or sub-hires it shall do so only on terms which make it clear that the Equipment (or Substitute Equipment) belongs to BLAKEDALE and shall ensure that the terms of sub-hire or re-hiring are no less onerous than the terms of this agreement placed on the Customer as regards insurance and liability including without limitation the obligations of the Customer in clause 6.

     

    3.        Servicing maintenance and repairs

    3.1 Throughout the Rental Period BLAKEDALE shall (unless otherwise agreed) at its own expense

    a)        service and maintain the Equipment

    b)       carry out any mechanical repairs to the Equipment which in BLAKEDALE’s opinion have become necessary as a result of fair wear and tear

    c)        prepare and submit the Equipment for an annual test by the Department of Transport

    3.2   at the expense of the Customer carry out any repairs to the Equipment which in BLAKEDALE’s opinion have become necessary as a result of misuse accident or otherwise than as a result of wear and tear. Provide that BLAKEDALE shall be under no obligation to repair any Equipment which in BLAKEDALE’s opinion has been damaged beyond economic repair in which event the Customer shall pay to BLAKEDALE the Replacement Cost of such Equipment in the Contract less depreciation at the rate determined by BLAKEDALE

    a)        to enable BLAKEDALE to carry out such service maintenance and repairs the Customer undertakes

                                                           i.               to permit BLAKEDALE and any person authorised by BLAKEDALE to inspect and examine the Equipment at any time upon reasonable notice and for this purpose to enter upon any land or premises on or in which the Equipment is for the time being situated

                                                         ii.               at its own expense and cost and upon reasonable notice from BLAKEDALE to present the Equipment at such premises as directed and as often as deemed necessary and stipulated by BLAKEDALE to enable the Equipment to be (a) serviced and (b) submitted to be tested at a Department of Transport Goods Vehicle Testing Station before the expiry of its current Goods Vehicle Test Certificate

                                                       iii.               in the event of the Equipment developing a mechanical fault or suffering damage rendering the same immobile to notify BLAKEDALE of such fault or damage and if so requested by BLAKEDALE to deliver the same to the BLAKEDALE branch or to such other place as BLAKEDALE may reasonably require

                                                       iv.               in the event of the Equipment suffering mechanical breakdown or damage rendering the same immobile to notify BLAKEDALE forthwith of the nature of the breakdown, its cause (if known) and the precise location of the Equipment. BLAKEDALE will thereupon use all reasonable endeavours to procure that any necessary repairs to the Equipment are commenced within 24 hours of receiving the notification

    b)       Except in the case of emergency the Customer shall not without BLAKEDALE’s written authority cause or permit the Equipment to be repaired altered serviced or maintained otherwise than by BLAKEDALE. If such repair alteration service or maintenance is carried out to the Equipment by or on behalf of the Customer (whether or not with BLAKEDALE’s authority) the Customer shall:

                                                           i.               forthwith give BLAKEDALE written notice of the nature thereof and

                                                         ii.               Recompense BLAKEDALE for any damage or deterioration to the Equipment which is occasioned thereby

    c)        BLAKEDALE will endeavour to perform its obligation under this Clause 3 expeditiously and with the minimum of disruption to the Customer’s business and will notify the Customer promptly upon the Equipment being ready for collection but BLAKEDALE shall not be liable for any demurrage loss of business or Contract or other consequential loss whatever nature and however caused arising out of or in connection with any delay in the performance of such obligation

    d)       The Rental Charge shall continue to be payable by the Customer for any period during which the Equipment is being serviced maintained or repaired

    e)        The sums payable by the Customer in respect of repairs carried out by BLAKEDALE shall be assessed on the basis that BLAKEDALE is entitled to levy a reasonable administration charge for execution of such repairs

    4.        Substitute Equipment

    In the event of the Equipment suffering mechanical breakdown otherwise than as a result of any act of default of the Customer and if in the opinion of BLAKEDALE any necessary repairs cannot reasonably be effected within 72 hours of the commencement thereof BLAKEDALE shall as soon as reasonably practical endeavour to make available to the Customer in Great Britain a substitute for the period during which the Equipment is undergoing repair. The following provisions shall apply whenever BLAKEDALE make a substitute to the Customer

    4.1   the Substitute Equipment shall be similar in type and size to the Equipment but if the Equipment is of a specification which is not standard in the BLAKEDALE fleet the substitute shall be of the nearest type and size available

    4.2   BLAKEDALE shall be under no obligation to provide any lettering or painting on such Equipment

    4.3   the terms of the Contract shall apply to the Substitute Equipment as to the Equipment

    4.4   if the Customer shall fail to return the Substitute Equipment to BLAKEDALE within 72 hours of notification by BLAKEDALE that the Equipment is ready for collection the Customer shall in addition to the Rental Charge provided by the Contract pay a rental for the Substitute Equipment from the date of each notification for the return of the substitute a BLAKEDALE current rates

    5.        Tyres

    5.1   The Customer shall not cause or permit the Equipment to be operated unless all the tyres are correctly inflated and in all other respects comply with any order or regulations applying thereto

    5.2   the Customer shall promptly notify BLAKEDALE of any defect or wear appearing in any tyre sufficient to necessitate its repair or replacement. As soon as practical after such a notification BLAKEDALE will at its discretion repair the tyre free of charge unless the defect or wear was caused in the absolute opinion of BLAKEDALE by the Customer’s failure comply with sub-clause (5.I) of this Contract in which BLAKEDALE shall be entitled to charge the Customer for such repair or replacement

    5.3   BLAKEDALE shall not be responsible for the cost of the repair of punctures in tyres upon the Equipment provided that if during the Rental Period any tyre of the Equipment shall burst so as to be incapable of repair. In that case if the Customer shall desire compensation for that tyre it shall be a condition precedent that the Customer shall submit to BLAKEDALE the cover of the tyre. BLAKEDALE shall then submit the tyre to the tyre manufacturers to ascertain the cause of the failure and the decision of the panel shall be final and binding upon BLAKEDALE and the Customer. If the panel shall decide that the cause of the said failure was an inherent defect in the tyre not attributable to any act or default of the Customer then BLAKEDALE shall replace the tyre without cost to the Customer provided that nothing in this clause shall entitle the Customer to any greater compensation than the replacement cost of the tyre

    6.        Insurance

    6.1   The risk of loss, theft, damage or destruction of the Equipment shall pass to the Customer on delivery. The Equipment shall remain at the sole risk of the Customer during the Rental Period and any further period during which the Equipment is in the possession, custody or control of the Customer or any of its customers (“Risk Period”) until such time as the Equipment is redelivered to BLAKEDALE.

    6.2   During the Rental Period and the Risk Period the Customer shall, at its own expense, either (if agreed in writing with BLAKEDALE) insure the Equipment with third party insurance or undertake to obtain and maintain the following insurances:

    a)        insurance of the Equipment to a value not less than its full replacement value comprehensively against all usual risks of loss, damage or destruction by fire, theft or accident, and such other risks as BLAKEDALE may from time to time nominate in writing;

    b)       insurance for such amounts as a prudent owner or operator of the Equipment would insure for, or such amount as BLAKEDALE may from time to time reasonably require, to cover any third party or public liability risks of whatever nature and however arising in connection with the Equipment; and

    c)        insurance against such other or further risks relating to the Equipment as may be required by law, together with such other insurance as BLAKEDALE may from time to time consider reasonably necessary and advise to the Customer

    6.3   All insurance policies procured by the Customer shall be endorsed to provide BLAKEDALE as owner of any Equipment loaned or hired to the Customer by BLAKEDALE with insurance cover as provided in clause 6.II. The Customer shall be responsible for paying any deductibles due on any claims under such insurance policies.

    6.4   The Customer shall give immediate written notice to BLAKEDALE in the event of any loss, accident or damage to the Equipment or arising out of or in connection with the Customer’s or Customer’s customer’s possession or use of the Equipment.

    6.5   If the Customer fails to effect or maintain any of the insurances required under this agreement BLAKEDALE shall be entitled to effect and maintain the same, pay such premiums that may be necessary for that purpose and recover the same as a debt due from the Customer

    6.6   The Customer shall, on demand, supply copies of the relevant insurance policies or other insurance confirmation acceptable to BLAKEDALE and proof of premium payment to BLAKEDALE to confirm the insurance arrangements.

    7.        Liability

    By signing the Contract the Customer hereby acknowledges that:-

    7.1   BLAKEDALE has no specific knowledge of the nature of the Customer’s trade or business for which the Equipment (or Substitute Equipment) has been supplied or of the nature of the risks to which the Customer’s trade or business will be or may be from time to time exposed.

    7.2   BLAKEDALE does not supply the Equipment subject to any representation, condition or warranty express, implied or statutory in connection with the quality or fitness for any purpose of the Equipment. Any such representations, conditions or warranties are hereby expressly excluded to the maximum extent permitted by law.

    7.3   Nothing in this Contract shall exclude or in any way limit BLAKEDALE’s liability to the Customer for death or personal injury caused by its own or that of its employees’ servants’ or agents’ negligence or any other liability to the extent that such liability may not be excluded or limited as a matter of law. However, the Customer acknowledges that in no circumstances will BLAKEDALE be liable for any losses actual or anticipated suffered by the Customer arising or resulting from:-

    a)        loss of use;

    b)       loss of profits;

    c)        loss of contracts;

    d)       loss of actual or anticipated income or savings;

    e)        losses resulting from penalty clauses imposed on the Customer under any agreement entered into by the Customer and any third party;

    f)          losses which may result as an indirect or secondary consequence of any act or omission of BLAKEDALE (whether or not such losses were reasonably foreseeable or actually foreseen) whether arising from BLAKEDALE’s negligence or otherwise.

    7.4   Subject to clause 7.3 above, BLAKEDALE’s maximum aggregate liability under or in connection with this Contract, whether in Contract, Tort (including negligence) or otherwise, shall be limited to such figure as is from time to time the limit of liability laid down by BLAKEDALE’s insurers in respect of any one event or series of connected events.

    7.5   The Customer shall be solely responsible for and shall fully indemnify and hold BLAKEDALE harmless against all claims, demands, liabilities, losses, damages, proceedings, costs and expenses suffered or incurred by BLAKEDALE as a result of any breach or default on the part of the Customer in the discharge of its obligations under the Contract.

    7.6   BLAKEDALE and the Customer hereby acknowledge and agree that the limitations contained in this clause 7 are reasonable in light of all the circumstances.

    7.7   Nothing in this clause shall confer any right or remedy upon the Customer to which it would not otherwise be legally entitled.

    8.        Use and Operation

    8.1   The Equipment is provided to the Customer for the purpose of the Customer sub-hiring or re-hiring the Equipment to third party customers of the Customer or the Customer’s own use and the Equipment shall not be used for any other purpose.

    8.2   Notwithstanding the permitted use of the Equipment specified in clause 8.1 above, the Customer shall remain solely responsible to BLAKEDALE for the Equipment and undertakes as follows:

    a)        to ensure that any person who operates the Equipment does so only for the purpose for which it was designed

    b)       to ensure that the Equipment is used and operated with reasonable care and skill and that all necessary precautions are taken to prevent loss or damage to the Equipment from whatever cause;

    c)        to ensure that the Equipment is not operated at any time at a weight in excess of the plated weight;

    d)       to ensure that the Equipment is only operated by appropriately qualified individuals of such age as may be appropriate having regard to restrictions imposed by any relevant authority or insurers;

    e)        to allow Blakedale or its Agents to carry out periodic safety inspections of the Equipment, pursuant to Ministry of Transport Regulations and Guidance (unless otherwise agreed) whether or not it is in the Customer’s possession at such times, or in the possession of third party hirers. All such inspections to be documented in writing and made available for inspection to BLAKEDALE upon request;

    f)          to ensure that the Equipment is not used for the carrying of any goods, materials or products that might render the Equipment unsuitable or the carrying of other merchandise

    g)        to ensure that the Equipment is not used or permitted to be used in any manner infringing any statute, regulation, order (whether National or International) relating to the driving and/or use of motor vehicles or Equipment (whether in relation to carriage of goods or otherwise) so as to cause danger to the public at large or persons in the Equipment or any motive unit towing the Equipment;

    h)        to ensure that the Equipment is not taken or used outside of Great Britain without the written consent of BLAKEDALE

    i)          not to sell or offer to sell assign mortgage or charge pledge or otherwise deal with the Equipment or any parts thereof save as permitted by clause 8.I above and provided that the terms of the Customer’s contract with their customer contain obligations and conditions on the part of the third party customer no less restrictive than the terms contained in this clause 8;

    j)          not to allow the Equipment to become subject to any distress, execution, lien or seize;

    9.        INDEMNITY

    9.1   By taking delivery of the Equipment the Customer hereby indemnifies BLAKEDALE and each of its employees and officers and agrees to keep each of them fully indemnified at all times against all actions, claims, demands, proceedings, costs, expenses, fines, penalties, taxes, losses, costs, charges and expenses (including legal costs) and liabilities whatever in any way arising out or connected with the Equipment or this agreement and arising during the Rental Period and Risk Period but whenever incurred, including in particular (without limitation) all those arising from, resulting from or connected with:

    a)        delivery, possession, use, operation, management, maintenance, insurance or repossession of the Equipment

    b)       the loss damage or destruction of the Equipment where insured by third party insurance rather than the comprehensive insurance as per clause 6.1 to fill as new replacement;

    c)        any failure on the part of the Customer to comply with its obligations pursuant to clause 6.2 and/or 6.3

    d)       any other loss, injury or damage sustained by BLAKEDALE or any third party whether direct, indirect or consequential;

    e)        any refusal by insurers to meet in full a claim under any of the insurances relating to the Equipment;

    f)          seizure, condemnation or taking possession of the Equipment by any person, organisation or state; any breach or non-compliance or failure to discharge any of its obligations or other default by the Customer or its customers of or with any of the provisions of this agreement

    9.2   The Customer shall pay or reimburse such amounts as may be payable pursuant to clause 9.1 without any set-off or counterclaim whatsoever together with interest pursuant to clause 10 from 14 days after demand until payment in full.

    9.3   The rights powers and remedies provided by this clause 9 are cumulative and not exclusive of any rights powers or remedies provided by law.

    9.4   The Customer further agrees to defend BLAKEDALE against any action or proceeding relating to any such losses as are mentioned in this clause 9, to permit BLAKEDALE (at its option) to become party to any such action or proceeding and to indemnify BLAKEDALE against all costs (including legal costs arising from any such defence).

     

    10.   Rental Charges and other payments

    10.1 The Customer shall punctually pay to BLAKEDALE the Rental Charge specified in the Contract together with Value Added Tax at the appropriate rate. Such punctual payment shall be of the essence of the Contract and the Customer shall be deemed to have repudiated the Contract if any instalment or part thereof shall remain unpaid for more than 7 days after becoming due

    10.2 BLAKEDALE reserves the right to invoice the Customer on a weekly basis the Customer shall further pay to BLAKEDALE on demand

    a)        any costs and expenses including reasonable legal fees incurred by BLAKEDALE in collecting payments due from the Customer hereunder and/or in the re-possession of the Equipment pursuant to the following clauses

    b)       any expenses incurred by BLAKEDALE in the transport of the Equipment to the BLAKEDALE branch

    c)        any import duty incurred by BLAKEDALE in respect of a Carnet de Passage on the Equipment

    d)       interest at 5% over the base rate for the time being upon any Rental Charge or payment due under the Indemnities in clause 9 unpaid 14 days after the same shall have become due and payable (as well after as before any judgment until payment in full)

    e)        surcharge at the rate specified in the Contract

    f)          all sums payable by the Customer under clause 3 hereof in respect to any repairs to or replacement of the Equipment

    g)        The amount of any fines or other financial penalty imposed upon BLAKEDALE in consequence of any breach of statutes or other committed by the Customer in respect of the Equipment together with any legal costs incurred by BLAKEDALE in connection therewith

    11.   Termination by BLAKEDALE

    11.1 BLAKEDALE may terminate this Contract and the hiring thereby created with immediate effect if the Customer shall

    a)        default in any punctual payment of any instalment of the Rental Charge and if the instalment or any part shall remain unpaid for more than 7 days after the same has become due; or

    b)       default in the payment of any other sum payable under the Contract or in observing or performing any term or condition of the Contract and such default shall continue for 5 days after written notice thereof shall be given by BLAKEDALE to the Customer (time being the essence); or

    c)        use or attempt to use with the Equipment a motive unit which in BLAKEDALE’s absolute opinion is not suitable or not properly equipped for such purpose BLAKEDALE may without prejudice to any pre-existing liability of the Customer by notice in writing terminate the Contract and the hiring thereby created whereupon the Customer’s rights of possession of the Equipment with the consent of BLAKEDALE shall forthwith cease

    d)       have their Operators Licence removed or revoked.

    12.   Automatic termination

    12.1 The Contract and the hiring thereby created shall terminate automatically and without notice and the Customer’s right to possession of the Equipment with the consent of BLAKEDALE shall forthwith cease on the occurrence of any of the following events subject to any pre-existing liability of the Customer to BLAKEDALE

    a)        if the Customer makes any voluntary arrangements with its creditors or becomes subject to an administration order or (being an individual or a firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or

    b)       if an encumbrancer takes permission or a receiver is appointed, over any of the property or assets of the Customer; or

    c)        if the Customer ceases or threatens to cease to carry on business, or

    d)       if BLAKEDALE reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly

    e)        if the Customer shall cause or permit the removal mutilation or obliteration of any plates marks seals or writing of BLAKEDALE on the Equipment upon the expiry of the Rental Period

    13.   Consequences of termination

    13.1 Upon the termination of the Contract for any reason and in any manner whatsoever the Customer shall forthwith return the Equipment to BLAKEDALE at the BLAKEDALE branch or elsewhere as BLAKEDALE may reasonably direct. Default of such return or if BLAKEDALE shall otherwise consider it necessary BLAKEDALE shall be entitled without notice to retake possession of the Equipment and for that purpose by itself or servant or agents to enter upon the land or premises of the Customer on or in which the Equipment is or is believed to be situated

    13.2 upon termination of the Contract in whatsoever manner BLAKEDALE shall be entitled to recover from the Customer

    a)        all rental and other charges due and unpaid at the date of such termination;

    b)       damages for breach by the Customer of any obligation assumed by the Customer under the Contract;

    c)        all expenses incurred by BLAKEDALE in tracing and/or recovering possession of the Equipment;

    d)       all repair charges incurred by BLAKEDALE in repairing the Equipment from the date of its return to BLAKEDALE together with all Rental Charges accruing during the period of such repair;

    e)        by way of liquidated damages a sum equivalent to three quarters of the total Rental Charge which but for such termination would thereafter have become payable between the date of termination and the date upon which the Contract would have expired

    13.3 BLAKEDALE shall be entitled to apply sums held to the credit of the Customer against any liability of the Customer to BLAKEDALE under this clause

    14.   Removal of property from Equipment

    The Customer undertakes to remove all property from the Equipment upon the termination of the Contract and before the Equipment is returned or removed by BLAKEDALE. No liability howsoever arising (be it by negligence or otherwise) shall be incurred by BLAKEDALE in relation to any loss or damage to property remaining in or upon the Equipment after such termination which BLAKEDALE shall in its 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 the Customer shall indemnify BLAKEDALE against all claims and demands made by any third party

    15.   Assignment

    The Contract and any interest therein may be assigned by BLAKEDALE (without notice to the Customer) and by the Customer only with the prior written consent of BLAKEDALE . It shall binding on the successors in title and permitted assignees of the parties hereto

    16.   Fair wear and tear and capital allowances

    The Customer shall not be liable for fair wear and tear of the Equipment and the burden of depreciation resulting from any such fair wear and tear shall fall upon BLAKEDALE who shall be entitled to claim from the Revenue all capital allowances in respect of the Equipment

    17.   Amendments and waivers

    17.1 No variation or amendment of the Contract shall be binding upon BLAKEDALE unless made in writing and signed by the Customer or an agent duly authorised for the purpose and by a director or other authorised agent of BLAKEDALE

    17.2no relaxation forbearance delay or indulgence by BLAKEDALE is enforcing any term or condition of the Contract nor the granting of time by BLAKEDALE to the Customer shall prejudice affect or in any way restrain BLAKEDALE’s rights and powers under the granting of time by BLAKEDALE to the Customer shall prejudice affect or in any way restraint BLAKEDALE’s rights title and interest under the Contract nor shall any waiver by BLAKEDALE of any breach thereof operate as a waiver of any subsequent or continuing breach

    18.   Force Majeure

    BLAKEDALE shall be relieved of all or any of its obligations under the Contract to the extent that performance of such obligation is prevented frustrated impeded or delayed in consequence to any Act of God, nature, consequence of war, insurrection, confiscation, requisition, destruction of or damage to the Equipment by or under the order of any Government or public or local authority, riots, civil commotion, strikes whether or not by employees of BLAKEDALE, lock outs, stoppages of or restraints of labour from whatsoever cause whether partial or general, fire or any other cause whether or not of a like or similar nature beyond the control of BLAKEDALE. Provided that in the event of BLAKEDALE being relieved by this clause from an obligation to supply or repair any Equipment or to provide any Substitute Equipment the Customer shall not be liable for Rental Charges in respect of such Equipment or Substitute Equipment during the period of relief

    19.   Notices

    Any notice invoice or other document required or otherwise to be given or sent under the Contract shall be duly given or sent on each case by being left, emailed or sent by pre-paid post to the last known principal place of the business or registered office of the party to whom it is addressed. Any such document if sent by post shall be deemed to have been received by the addressee after 48 hours from postal date and in providing such receipt it shall be sufficient to prove that the document was left at the principal place of business or registered office as aforesaid and that the envelope containing it was properly addressed pre-paid and posted as the case may be

    20.   Proper Law

    These conditions and the Contract shall be constructed in accordance with the laws of England

    21.   Severance

    In the event of any part of these conditions being ineffective for any reason the remainder thereof shall constitute the conditions binding upon BLAKEDALE and the Customer

    22.   Contracts (Rights of Third Parties) Act 1999

    Nothing in this Contract is to confer any rights on any person other than BLAKEDALE and the Customer under the Contracts (Rights of Third Parties) Act 1999.

    23.   GDPR

    23.1By entering into this rental agreement you agree that we can process and store your personal information in connection with this agreement including data collected from the vehicle. We may use your information to analyse statistics, for market research, credit control and to protect assets. You agree if you break the terms of this rental agreement we can pass your personal information to credit reference agencies, debt collectors, the police, local authorities, councils, private parking companies or any other relevant organization.

    23.2The vehicle you are renting may be fitted with a tracking device. If the vehicle is not returned to the agreed time and place we may use the data recorded on the device to recover our vehicle. All data will be deleted once the rental agreement is ended. Responsibility for protecting data held in the digital tachograph is the sole responsibility of the renter and we cannot be liable in any manner whatsoever, if the renter has not taken the necessary steps to protect the data by locking it in. Any data stored on the tachograph, tracking or telematics device should be removed prior to the end of the lease. If data is left on the device Blakedale Ltd cannot be held liable in any manner whatsoever for the loss of use of data.

Vehicle Sales Terms and Conditions

The customer's attention is drawn in particular to the provisions of clause 9.

1.        INTERPRETATION

1.1   Definitions:

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

Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 12.4.

Contract: the contract between the Supplier and the Customer for the sale and purchase of the Vehicle in accordance with these Conditions.

Customer: the person or firm who purchases the Vehicle from the Supplier.

Force Majeure Event: an event, circumstance or cause beyond a party's reasonable control.

Manufacturer: the manufacturer of a Vehicle or any part of it.

Order: the Customer's order for the Vehicle, as set out in the Customer’s acceptance of the Supplier’s quotation.

Specification: any specification for the Vehicle that is agreed in writing by the Customer and the Supplier.

Supplier: Blakedale Ltd, Unit D3 & D4 Binary Court, Matrix Park, Western Avenue, Buckshaw Village, Chorley, Lancashire, PR7 7NB (registered in England and Wales with company number 03045741).

Vehicle: the vehicle to be supplied by the Supplier to the Customer as set out in the Order. Vehicles may be new or used, in which case they shall be referred to as a ‘New Vehicle’ or a ‘Used Vehicle’ respectively.

1.2   Interpretation:

a)        A reference to a party includes its successors and permitted assigns.

b)       A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.

c)        A reference to writing or written includes post, fax and email.

2.        BASIS OF CONTRACT

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

2.2   The Order constitutes an offer by the Customer to purchase the Vehicle in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.

2.3   The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.

2.4   A quotation for the Vehicle given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 30 days from its date of issue.

3.        VEHICLE

3.1   The Vehicle is described in the Specification.

3.2   The Specification or other details given or applied to the Vehicle in any catalogue, brochure or other medium is approximate only and the use of such information shall not constitute a sale by description. The Customer acknowledges that any such details do not form part of the contract and in respect of such Specification, details and description the Supplier shall have no liability nor shall the Customer be entitled to any remedy under the provisions of the Misrepresentation Act 1967 as amended by the Consumer Protection (Amendment) Regulations 2014 or the Sale of Goods Act 1979. For the avoidance of doubt, the Customer hereby affirms that it does not in any way rely on any description when entering into the contract.

3.3   To the extent that the Vehicle is to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Supplier's use of the Specification. This clause 3.3 shall survive termination of the Contract.

3.4   The Supplier reserves the right to amend the Specification if required by any applicable statutory or regulatory requirement, and the Supplier shall notify the Customer in any such event.

4.        DELIVERY

4.1   Delivery shall take place at the location specified in the Order unless otherwise expressly agreed in writing by the Supplier.

4.2   Delivery is completed when the Customer takes possession of the Vehicle.

4.3   Any estimated delivery date is only an estimate and time for delivery is not of the essence of the Contract. The Supplier shall not be liable for any loss, damage or delay caused by any delay in delivery.

4.4   If the Customer fails to take delivery of the Vehicle within five Business Days of the Supplier notifying the Customer that the Vehicle has been made available for delivery, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract:

a)        Delivery of the Vehicle shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Supplier notified the Customer that the Vehicle was ready; and

b)       the Supplier shall store the Vehicle until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

4.5   If ten Business Days after the day on which the Supplier notified the Customer that the Vehicle was ready for delivery the Customer has not taken actual delivery of it, the Supplier may resell or otherwise dispose of the Vehicle and, after deducting reasonable storage and selling costs, charge the Customer for any shortfall below the price of the Vehicle.

4.6   The Supplier shall have no liability to the Customer for loss or damage caused by release of the Vehicle to any person or persons who present themselves as authorised by the Customer to take delivery of the Vehicle without the Customer’s authority unless the Customer has provided the Supplier with a copy of the ID documents to be presented by the collection driver and the Supplier fails to take reasonable steps to verify them against the collection driver’s original ID documents.

5.        QUALITY

5.1   Where the Supplier is requested to undertake work to a Vehicle supplied by the Customer the Customer warrants that it has unencumbered title to that Vehicle or if it does not have unencumbered title that the Customer has obtained the permission of the legal owner or incumbrancer for the work to be undertaken.

5.2   The Supplier warrants that on delivery, and for a period of 12 months from the date of delivery (warranty period), the work carried out to the Vehicle by the Supplier shall:

a)        conform in all material respects with its description and any applicable Specification; and

b)       be free from material defects in design; and

c)        be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and

d)       be fit for any purpose held out by the Supplier.

5.3   Subject to clause 5.4, if:

a)        the Customer gives notice in writing to the Supplier during the warranty period within a reasonable time of discovery that the Vehicle does not comply with the warranty set out in clause 5.1;

b)       the Supplier is given a reasonable opportunity to examine the Vehicle; and

c)        the Customer (if asked to do so by the Supplier) returns the Vehicle to the Supplier's place of business at the Customer's cost, the Supplier shall, at its option, repair or replace the defective work undertaken to the Vehicle by the Supplier, or (where a New Vehicle has been supplied by the Supplier) refund the price of the defective Vehicle in full.

5.4   The Supplier shall not be liable for the Vehicle’s failure to comply with the warranty set out in clause 5.1 if:

a)        the Customer makes any further use of the Vehicle after giving notice in accordance with clause 5.3;

b)       the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Vehicle or (if there are none) good trade practice regarding the same;

c)        the defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Customer;

d)       the Customer alters or repairs the Vehicle without the written consent of the Supplier;

e)        the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

f)          the Vehicle differs from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

5.5   Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Vehicle’s failure to comply with the warranty set out in clause 5.1.

5.6   The warranty in this clause 5 does not extend to parts, materials, equipment or any part of the Vehicle not manufactured by the Supplier, and does not extend to any work undertaken to the Vehicle by persons other than the Supplier. In such case the Customer’s sole recourse shall be to any available Manufacturer’s warranty, or warranty provided by work undertaken by third parties and the Manufacturer’s warranty/third party’s warranty shall apply to the exclusion of any warranty made by the Supplier, whether contained in these terms or otherwise.

5.7   Where the Customer has supplied a vehicle on which the Supplier is working to fulfil its obligations under the contract, it is assumed that the vehicle provided to the Supplier by the Customer is fit for its intended purpose after modification and the Supplier shall have no liability if the Vehicle is unfit for its intended purpose due to the specification of the vehicle provided by the Customer.

5.8   The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

5.9   These Conditions shall apply to any repaired or replacement Vehicle supplied by the Supplier.

6.        TITLE AND RISK

6.1   The risk in the Vehicle shall pass to the Customer on completion of delivery.

6.2   Notwithstanding delivery and the passing of risk in the Vehicle, title and property in the Vehicle, including full legal and beneficial ownership, shall not pass to the Customer until the Supplier has received in cash or cleared funds payment in full for the Vehicle under this and all other contracts between the Supplier and the Customer for which payment of the full price of the goods thereunder has not been paid. Payment of the full price of the Vehicle shall include the amount of any interest or other sum payable under the terms of this and all other contracts between the Supplier and the Customer under which the Vehicle was delivered.

7.        PRICE AND PAYMENT

7.1   Subject to the other provisions of this clause 7 the price of the Vehicle shall be the price set out in the Order.

7.2   The Supplier may increase the price set out in the Order to take account of any additional work required beyond that which would be reasonably expected as a consequence of any issue arising once a vehicle provided by the Customer to the Supplier for work has been inspected by the Supplier.

7.3   7.3 [The Supplier may, by giving notice to the Customer at any time up to twenty-one days before delivery, increase the price of the Vehicle to reflect any increase in the cost of the Vehicle that is due to:

a)        any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, increases in shipping or other delivery costs, and increases in labour, materials and other manufacturing costs);

b)       any request by the Customer to change the delivery date or the Specification; or

c)        any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.]

7.4   The price of the Vehicle excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice.

7.5   The Customer shall not be entitled to take delivery of the Vehicle until the Supplier has received payment of the price in full.

7.6   All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

8.        LIMITATION OF LIABILITY

8.1   If the Vehicle is a Used Vehicle supplied by the Supplier, it is sold:

a)        Subject to any defect which the Supplier has drawn to the Customer’s attention prior to delivery; and

b)       Subject to any defects which the Customer discovered or ought reasonably to have discovered in examining the Vehicle prior to delivery (irrespective of whether the Customer has carried out such examination) and the Customer acknowledges that the Supplier has given it full opportunity to examine the Vehicle.

8.2   Whether new or used the Vehicle is sold strictly on the basis that the Customer has examined the Vehicle and satisfied itself of its suitability for the Customer’s purpose and of its satisfactory quality.

8.3   The restrictions on liability in this clause 9 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

8.4   Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

a)        death or personal injury caused by negligence; or

b)       fraud or fraudulent misrepresentation;

8.5   Subject to clause 9.4, the Supplier's total aggregate liability for all claims of the Customer shall not exceed the price paid for the Vehicle.

8.6   Subject to clause 9.4, the following types of loss are wholly excluded:

a)        loss of profits;

b)       loss of sales or business;

c)        loss of agreements or contracts;

d)       loss of anticipated savings;

e)        loss of or damage to goodwill; and

f)          indirect or consequential loss.

8.9   This clause 8 shall survive termination of the Contract.

9.         TERMINATION

9.1   Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:

a)        the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 5 days of that party being notified in writing to do so;

b)       the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

c)        the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or

d)       the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

9.2   Without limiting its other rights or remedies, the Supplier may suspend provision of the Vehicle under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 9.1(b) to clause 9.1(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

9.3   without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

9.4   On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Vehicle supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.

9.5   Termination or expiry of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

9.6   Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

10.   FORCE MAJEURE

Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from a Force Majeure Event. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for twelve months, the party not affected may terminate the Contract by giving thirty days written notice to the affected party.

11.   GENERAL

11.1 Assignment and other dealings. The contract between the Customer and Supplier for the sale of the Vehicle may not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Customer, without the prior written consent of the Supplier.

11.2 Entire agreement.

a)        The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

b)       Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

11.3 Relationship of parties. Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other.

11.4 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

11.5 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

11.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 11.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

11.7 Notices.

a)        Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:

a.        delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

b.       sent by email to the address specified in the Order

b)       Any notice or communication shall be deemed to have been received:

a.        if delivered by hand, at the time the notice is left at the proper address;

b.       if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the Business Day after posting; or

c.        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 11.7(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

c)        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.

11.8 Third party rights.

a)        Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

b)       The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

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

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

Road Marker Post Terms and Conditions

I. Definitions

In this document the following words shall have the following meanings:

  1. "Buyer" means the organisation or person who buys Goods
  2. "Goods" means the articles to be supplied to the Buyer by the Seller; described overleaf
  3. "Intellectual Property Rights" means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable;
  4. "Seller" means Blakedale Ltd, Sterling House, 2-4 Mill Lane, Whitte-le-Woods, Chorley, Lancashire, PR6 7LX.

II. General

  1. These Terms and Conditions shall apply to sales of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions referred to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by the Seller in writing.
  2. Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.

III. Price and Payment   

  1. The price shall be the one quoted. The price is exclusive of VAT or any other applicable costs.
  2. Credit terms may be offered subject to satisfactory credit vetting of the Buyer by the Seller. The offer of credit will be at the sole discretion of the Seller.
  3. Where credit is offered payment of the price and VAT and any other applicable costs shall be due within 30 days of the date of the invoice supplied by the Seller, unless otherwise agreed in writing. In cases where credit is not offered payment will be required before release of goods by the Seller.
  4.  The Seller shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 5 per cent per annum above the base rate of the Royal Bank of Scotland. If payment of the price or any part thereof is not made by the due date, the Seller shall be entitled to:
    a) require payment in advance of delivery in relation to any Goods not previously delivered;
    b)  refuse to make delivery of any undelivered Goods without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery
    c)  Pursue recovery of the overdue amounts.

IV.    Description

Any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description when entering into the contract.

V.    Sample

Where a sample of the Goods is shown to and inspected by the Buyer, the parties hereto accept that such a sample is representative in nature and the bulk of the order may differ slightly as a result of the manufacturing process.

VI.    Delivery

  1. Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by the Buyer on, or as close as possible to the date required by the Buyer. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
  2. If the Seller is unable to deliver the Goods because of actions or circumstances under the control of the Buyer, then the Seller shall be entitled to place the Goods in storage until such times as delivery may be effected and the Buyer shall be liable for any expense associated with such storage.
  3. Any damages, shortages, over deliveries and duplicated orders should be reported to the Seller within 14 days of signed receipt to enable replacement or refund.

VII.     Risk     

The Risk in the goods shall pass from the Seller to the Buyer upon delivery of such goods to the Buyer. However, notwithstanding delivery and the passing of risk in the goods, title and property in the goods, including full legal and beneficial ownership, shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full for all goods delivered to the Buyer under this and all other contracts between the Seller and the Buyer for which payment of the full price of the goods thereunder has not been paid. Payment of the full price of the goods shall include the amount of any interest or other sum payable under the terms of this and all other contracts between the Seller and the Buyer under which the goods were delivered.

VIII.    Title

Title in the Goods shall not pass to the Buyer until the Seller has been paid in full for the Goods in cleared funds.

IX.    Return Of Unused Goods

 1. All goods are sold on a firm sale basis, i.e. the Seller will not take back any goods not required or sold by the Buyer, unless otherwise agreed, in which case the following terms apply.
    a)  Any returns must be authorised by a representative of the Seller before any credit will be given.
    b)  Where the Seller agrees to accept the return of goods that are not damaged the Buyer will be responsible for the cost of carriage and will ensure that they are carefully packaged to avoid any damage in transit. The Seller will not be
obliged to accept any goods that are damaged in any way. 3. The Seller will only accept returns that appear in the Sellers current Publication List.
    c)  Credit of amounts due or paid in will only be given for goods that are in saleable condition.
    d)  Appropriate re-stocking charges will be applied.

X.  Limitation Of Liability

    1.    The Seller shall not be liable for any loss or damage suffered by the Buyer in excess of the contract price.
    2.    Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude the liability of the Seller for death or personal injury as a result of the Seller's negligence or that of its employees or agents.

XI.  Intellectual Property Rights

All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Seller, and the Buyer shall do all that is reasonably necessary to ensure that such rights vest in the Seller by the execution of appropriate instruments or the making of agreements with third parties.

XII.  Force Majeure

The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may, without liability on its part, terminate the contract.

XIII.  Relationship Of Parties

Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other.

XIV.    Assignment And Sub-Contracting

The contract between the Buyer and Seller for the sale of Goods shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Buyer, without the prior written consent of the Seller.

XV.    Waiver

The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.

XVI.    Severability

If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.

XVII.    Governing Law And Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of England and the parties hereby submit to the exclusive jurisdiction of the English courts.